Asian Legal Business (North Asia) Nov 2010

www.legalbusinessonline.com Market-leading analysis coMprehensive deals coverage debt & equity Market intelligence

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Asia’s top PE & VC lawyers

ALB Special Report: Vietnam 2010Ignore this emerging market at your cost

Asia-Pacific strategy Why international firms are moving on Australia

Energy & resourcesReturn of the big-ticket deals

The winners … and why they wonPLUs

http://www.lexmundi.com

EDITORIal >>

1www.legalbusinessonline.com

in The FirsT PersOn

A swarm of locusts

In the inquisition that has followed the financial crisis, few financial products have escaped recrimination. From abss, cdos and rMbs to hedge funds and derivates, each, according to regulators, economists and world leaders, were complicit in bringing the global financial system to its knees. poul rasmussen,

former prime Minister of denmark and currently president of the party of european socialists, and l’inquisiteur en chef for the european parliament, has added private equity (pe) and venture capital (vc) to the list. likening both to a “swarm of locusts”, rasmussen contends that they need to be regulated at an international level lest they unleash their own financial plague of biblical proportions. to this end, the soon-to-be voted on alternative investment Fund Managers’ (aiFM) directive is the eu’s attempt at regulating what are perceived to be two renegade industries.

While lawyers suggest it is still too early to gauge what the practical implications of the aiFM directive will be, it is clear that, at least in asia, the directive has the potential to derail the development of a regional pe & vc industry just as it seemed to be finding their feet. the data is clear. in the five years leading up to 2010, pe investments in asia grew by more than 800%. in the first half of this year alone, 381 pe deals with a cumulative value of us$7.2bn were closed. this is not to mention the vitally important role that vc has played in nurturing ingenuity in bangalore’s tech hubs or supporting the indefatigable spirit of entrepreneurship still fermenting in Zhejiang’s economic development zones.

in light of these regulatory and attitudinal changes, pe & vc lawyers in asia must take on an enhanced role. While all expect a high percentage of their time over the next few years to be devoted to stepping clients through the intricacies of these changes, they also have a duty to ensure the industries from which they have drawn sustenance continue to develop. the swarm of locusts to which rasmussen et al refer has after all unearthed a number of asian blue chips and will undoubtedly foster many more in the years ahead.

The data is clear. In the five years leading up to 2010, private equity investments in Asia grew by more than 800%

“Thirty years ago it was an international firm’s presence in Tokyo or Hong Kong that was the hallmark of a well-rounded Asia practice. Twenty years ago it was a presence in Shanghai or Beijing. Tomorrow it may be a presence in Sydney, Melbourne or Perth”Joshua Scott, ALB

“Two years ago, I used to deal mainly with China matters – 80% in fact. Currently, 50% of my matters relate to other Asian countries. This is why I believe our firm has made a big commitment to Asian businesses”Takuya Eguchi, Mori Hamada & Matsumoto

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NEws | deals >>

asian legal business issue 10.11

CONTENTs >>

contents

58 In-housePerspective:ErikPesik,SeagateTechnologyThe Asia GC of one of the world’s largest disc-drive manufacturers wants his external legal advisors to give him more than advice

60 Energy&resourcesHaving lived up to its rating as ‘recession proof’ during the GFC, energy & resources is nevertheless experiencing major shifts in terms of financing patterns, types of projects and hot spot locations. The affect on lawyers practicing in the area is significant

regULars4 DEALS

14 NEWS• IPO boom in Hong Kong keeps Maples, Orrick,

Paul Hastings busy

Country editors the regional updates section of ALB is sponsored by the following firms: Practice area and industry editorsthe industry updates section is sponsored by the following firms:

Philippines

Founded in 1945, sycip salazar hernandez & gatmaitan is one of the most-established law firms, and the largest, in the philippines. principally based in Makati city, the country’s financial and business centre, the firm also has offices in cebu city, davao city and the subic

bay Freeport. sycip’s practice covers all fields of law and the broad range of the firm’s expertise is reflected in its client base, which includes top local and foreign corporations, international organisations and governments. sycip combines the traditions of professional integrity and excellence with a time-tested ability to break new ground.

intellectual property

atMd bird & bird is a dynamic and progressive firm with an established ip,

corporate & commercial, competition and dispute resolution practice. the firm also has extensive regional experience advising both domestic and foreign clients on cross-border transactions. atMd bird & bird has been voted singapore’s intellectual property Firm of the year at the 2005 and 2006 ALB awards and the 2005 asialaw (ip) awards.

loo & partners was founded in 1985 as a niche practice, handling mainly banking, corporate, securities and commercial work. With the support of a comprehensive network of correspondent law firms, the firm serves its clients in their regional needs. loo &

partners has been regularly noted for its ipo, M&a and general corporate work.

singaporeChina

paul, Weiss, rifkind, Wharton & garrison llp is a globally oriented, full-service

law firm employing over 500 lawyers worldwide. paul Weiss is headquartered in new york and has offices in hong kong, beijing, london, tokyo and Washington, d.c.

8

international tax

azuretax ltd provides transparent strategic and ethical tax advice. through our professional corporate and international, tax advisory and trustee services your tax plan is comprehensively implemented. our advice provides you with independent innovative and rigorous solutions

which deliver results and long-term accountability. We are qualified uk, us, hong kong and prc tax advisors and complete tax filings for uk, us and hong kong tax returns.

news anaLYsis 8 Capital markets: Quitting hong Kong

for LondonWest China’s AIM delisting and HK float, the third such move by an Asian corporate this year, could signal an end to Asian companies looking to raise capital in the United Kingdom

10 Australia:Finalfrontierforinternationallawfirms?A market that has been largely overlooked by international law firms operating in the Asia-Pacific has shot to prominence after the entry of big names and steady inter-regional dealflows, and the realisation that it holds a largely untapped reservoir of bargain talent

12 In-housegraduaterecruitmentTech giant HP’s decision to recruit fresh graduates into its legal department is a novel

development, but is it one that will spread to constitute real competition for law-firm recruiters?

FeaTUres46 ALB’sLeadingPrivateEquity&Venture

CapitalFirms:AsiaNow in its second year, ALB’s survey of in-house lawyers and industry professionals reveals the region’s leading PE & VC lawyers and law firms, as well as analysing the state of this dynamic and lucrative market

52 ALBSpecialReport:Vietnam2010Largely insulated from the turmoil of the GFC, the Vietnamese economy and its nascent legal services market are set for strong growth in the years ahead … as long as legislative changes do not present a roadblock

30 COver sTOrYTheMacallan/ALBHongKongLawAwards2010All the winners across all categories at the most important legal event in the region jurisdiction across the region

08

Malaysia

Wong & partners is a Malaysian law firm dedicated to providing a quality and

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


alb issue 10.11

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ediTOriaL enQUiriesJoshua scott

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• Blake Dawson to expand Japan operations• Aussie firm AAR ties up with Nagashima• Japan: ‘Big Four’ set sights on SE Asia• Squire Sanders/Hammons: Asia key to merger• Duane Morris launches Singapore JLV• WongPartnership: Beijing-Shanghai a vital

combination

16 UKReport

18 USReport

68 M&Adealupdate

70 Capitalmarketsdealupdate

INDUSTRYUPDATES

9 IntellectualPropertyATMD BirD & BirD

15 InternationalTaxAzureTAx

evenT enQUiries

alb law awardSJimmy cheung

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alb in-HouSe legal SummiT

claris tamt (852) 2815 5988F (852) 2815 5225

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ALB enjoys alliances with the following organisations

CCCJ

promoting the development of commerce between canada and Japan since 1975, the canadian chamber of commerce in Japan (cccJ) is a private sector, not-for-profit business organization serving its members through

communications, networking and advocacy. representing some 33 business sectors, the cccJ is a member-driven, member-focused organization and is the longest serving canadian chamber in asia with over 300 members.

JiCn

the Japan in-house counsel network (Jicn) is a professional association for in-house counsel working in, or having other affiliations with, Japan. Jicn offers a forum for communication between members, social and networking opportunities, legal seminars, roundtable member

discussions and other activities, as well as events with other lawyer and in-house groups. visit www.jicn.jp for more details.

aCCJ

established in 1948 by representatives of 40 american firms, the accJ, a fully independent chamber of commerce, has grown into one of the most influential business organizations in Japan, with more than 2,700 members representing more than forty countries and

1,000 companies.

hKCCa

the hong kong corporate counsel association is the pioneer association run for in-house counsel by in-house counsel in hong kong. it provides an efficient and effective range of benefits and services for its members’ professional development, including continuing legal education, a platform

for networking and the exchange of ideas, information and experiences that are unique to the in-house role.

general managerMandy neo

aSia-paCifiC mdrichard curzon

deSign managerJacqui alexander

deSignerSWeiyah chiang chris lai

buSineSS developmenT managerSbrenda lau (hong kong)May Wong (singapore)yvonne cheung (china)

TraffiC managerSgloria ng (hong kong) stacey rudd (australia)patsy ang (singapore)

pHoTograpHerSthilo pulch, Ji Junfeng, Xing qunkai

regional managing ediTor

george Walmsley

aSia ediTorJoshua scott

CHina ediTorZhang yun

produCTion ediTorJennifer cross

auSTralaSia ediTorrenu prasad

CHina JournaliSTJessica seah

aSia JournaliSTpamela hamer-koh

24 REGIONALUPDATES

• ChinaPAul Weiss

• Singaporeloo & PArTners

• PhilippinessyciP sAlAzAr HernAnDez & GATMAiTAn

PrOFiLes39 TheMacallan

62 Loo&Partners

44

auSTralaSia JournaliSTolivia collings

Junior JournaliSTkalianna dean

5852

4

NEws | deals >>


| Singapore | ► SIngAPore AIrlIneS reTAIl Bond offerValue: US$230m

firm:Allen&Gledhilllead lawyers: Margaret Chin, Cara Chan, Bin Wern SernClient: Singapore Airlines (issuer)

firm:Linklaterslead lawyer: Arun BalasubramanianClient: Singapore Airlines (US law)

firm:Allen&Gledhilllead lawyers: Au Huey Ling, Magdalene LeongClient: DBS, OCBC, UOB (underwriters)

• SIA’s bond offering for retail investors is the first of its kind by a major listed company in Singapore and if demand proves to be buoyant, may pave the way for other major firms to follow

• SIA’s bonds can be bought via DBS Bank, POSB, OCBC Bank and United Overseas Bank ATMs

• Allen & Gledhill also advised Singapore Airlines in the tender and sale of the SIA Building at a divestment value of S$344m

| China | ► CHInACACHe InTernATIonAl SHAre ISSUe Value: US$96m

firm:DavisPolk&Wardwelllead lawyers: James Lin (Hong Kong), John Paton (London), Howard Zhang (Beijing)Client: (underwriters) Merrill Lynch, Pierce, Fenner &Smith, Deutsche Bank Securities, Oppenheimer & Co, Pacific Crest Securities

firm:Skadden,Arps,Slate,Meagher&FlomClient: ChinaCache International

firm:HanKunLawOfficesClient: ChinaCache (PRC law)

firm:Commerce&FinanceLawOfficesClient: Underwriters (PRC law)

• Davis Polk & Wardwell and Commerce & Finance Law Offices advised Merrill Lynch, Pierce,

| Singapore/Japan/China | ► MITSUI & Co–HyflUx joInT VenTUreValue: US$225m

firm:CliffordChancelead lawyer: Lee TaylorClient: Mitsui & Co

firm:Rajah&TannClient: Hyflux

firm:StamfordLawClient: Consortium on exit offer

firm:King&WoodClient: Mitsui & Co

• JV-acquisition between Japan’s Mitsui & Co and Singapore Hyflux to develop a substantial water

deals in brief

treatment business in mainland China

• Under terms of the agreement signed in August, the new JV company, Galaxy Newspring, has agreed to acquire 21 existing water treatment, management and recycling operations in China – currently owned by Hyflux and its Singapore-listed subsidiary Hyflux Water Trust

• First proposed takeover of a listed business trust in Singapore since business trusts were introduced in 2004

Fenner & Smith and Deutsche Bank Securities as joint bookrunners and representatives of the underwriters of an offering by ChinaCache

• Based in Beijing, ChinaCache is the leading provider of Internet content and application delivery services in China, accounting for 53% of market share based on revenues in China’s content and application delivery market in 2009

| hong Kong/Singapore/US |

► KoSMoPolITo IPoValue: US$153 million

firm:PaulHastings,Janofsky&Walkerlead lawyers: Vivian Lam, Chris Betts, David GrimmClient: Credit Suisse (Hong Kong), Morgan Stanley Asia, Royal Bank of Scotland

firm:RichardsButlerClient: Kosmopolito (Hong Kong Law)

firm:ReedSmithClient: Kosmopolito (US Law)

firm:Lee&LeeClient: Kosmopolito (Singapore Law)

firm:Commerce&FinanceClient: Kosmopolito (PRC Law)

firm:MaplesandCalderClient: Kosmopolito (Cayman Islands and BVI law)

firm:JunHeClient: Underwriters (PRC Law)

• First Hong Kong IPO by a hotel company for almost four years

• Use of proceeds include 80% for acquisition of hotels and related projects in mainland China, Hong Kong, Singapore and other Asia-Pacific regions; and 20% for expansion of hotel management business, including brand name shaping

• Receiving banks for this offering are HSBC and ICBC (Asia)

“Watersupplyisvitalforregionaldevelopmentintheyearsaheadandefficientmanagementandrecyclingoperationsarecriticaltoensurethebestuseismadeofscarceresources”

Lee TayLor, CLifford ChanCe

vivian Lampaul hastings

Lee Taylorclifford chance

NEws | deals >>


► yoUr MonTH AT A glAnCe Firm Jurisdiction Dealname Value

(US$m)Dealtype

AccraLaw Philippines/Korea BG Group–Korea Electric Power Corporation sale of power stations 400 M&A

Allen & OveryMalaysia/Australia Camco-Kazanah Nasional Berhad joint venture 50 Joint venture

Japan/Mexico JBIC-BTMU-Mizuho-SMBC acquisition financing of five gas power stations in Mexico 1,200 M&A, Finance

Allen & Gledhill

Singapore Singapore Airlines retail bond offer 230 Debt Singapore Proposed Soilbuild Group Holdings privatisation and acquisition 323 M&ASingapore Golden Concord Asia secondary placement of shares 259 DebtSingapore Avago Technologies secondary share offer 304 DebtSingapore Redevelopment of Singapore’s Bedok Town Centre 604 Joint venture

Ashurst Hong Kong/China China Medical Equipment Hong Kong IPO 129 Equity

Baker & McKenzie

Kazakhstan/Europe BTA Bank restructure 1,670 DebtMalaysia/Australia Camco-Kazanah Nasional Berhad joint venture 50 Joint venturePhilippines/Korea BG Group–Korea Electric Power Corporation sale of power stations 400 M&AMalaysia/Tokyo Mitsui Sumitomo–Hong Leong stake acquisition 1,000 M&AMalaysia/Australia Camco International–Khazanah Nasional Berhad joint venture 46 M&AHong Kong Cheng Kong Infrastructure hybrid securities issue 1,000 Debt

Commerce & Finance

Hong Kong/China Sunac IPO 337 EquityHong Kong/Singapore/US Kosmopolito IPO 153 Equity

China/US China CacheInternational ADS issue 96 Capital markets

Hong Kong/China China Medical Equipment Hong Kong IPO 129 EquityHong Kong/China Besunyen Holdings Hong Kong IPO 169 Equity

Conyers Dill & PearmanHong Kong/China Sunac IPO 337 EquityHong Kong/China Changfeng Axle IPO 103 EquityHong Kong Boshiwa IPO 320 Equity

Clifford ChanceSingapore/Japan/China Mitsui & Co–Hyflux joint venture 225 M&AHong Kong Cheng Kong Infrastructure hybrid securities issue 1,000 Debt

Davis Polk

Japan/US Sumitomo Mitsui Bank bond offer 2,000 Debt

China/US China CacheInternational ADS issue 96 Capital markets

Hong Kong/China Sunac IPO 337 Equity

Fang DaHong Kong/China Changfeng Axle IPO 103 EquityHong Kong Boshiwa IPO 320 Equity

Freshfields Hong Kong/China MicroPort Scientific Corporation Hong Kong IPO 189 EquityFried Frank Hong Kong Boshiwa IPO 320 EquityGlobal Law Office Hong Kong/China Besunyen Holdings Hong Kong IPO 169 EquityHaiwen & Partners Hong Kong Boshiwa IPO 320 Equity

Han Kun Law Offices China/US China CacheInternational ADS issue 96 Capital markets

Herbert Smith Philippines/Korea BG Group–Korea Electric Power Corporation sale of power stations 400 M&AHong Kong/China China High Speed stake sale 418 Capital markets

Hogan Lovells Hong Kong/China China Medical Equipment Hong Kong IPO 129 EquityJackson Woo & Associates Hong Kong/China China Medical Equipment Hong Kong IPO 129 Equity

Jincheng Tongda & Neal Hong Kong/China Sunac IPO 337 Equity

Jun He

Hong Kong/China Sunac IPO 337 EquityHong Kong/China Changfeng Axle IPO 103 EquityHong Kong/Singapore/US Kosmopolito IPO 153 EquityHong Kong/ China MicroPort Scientific Corporation Hong Kong IPO 189 Equity

King & WoodSingapore/Japan/China Mitsui & Co–Hyflux joint venture 225 M&A

Hong Kong/China MicroPort Scientific Corporation Hong Kong IPO 189 Equity

Lee & LeeHong Kong/Singapore/US Kosmopolito IPO 153 EquitySingapore Deka Immobilien–Chevron House acquisition 419 M&A

LinklatersSingapore Singapore Airlines retail bond offer 230 Debt

Hong Kong/China Franshion Properties securities issue 600 Debt

Mallesons Stephen Jacques

Mongolia/Hong Kong Mongolian Mining Corporation IPO650 Equity

Maples and Calder

Hong Kong/Cayman Islands PHBS guaranteed perpetual capital securities bond issue 1,000 Debt capital

Hong Kong/Singapore/US Kosmopolito IPO 153 Equity

Hong Kong/China China Medical Equipment Hong Kong IPO 129 Equity

Hong Kong/China Franshion Properties securities issue 600 Debt

Hong Kong/China Besunyen Holdings Hong Kong IPO 169 Equity

Hong Kong/China MicroPort Scientific Corporation Hong Kong IPO 189 Equity

Hong Kong Cheng Kong Infrastructure hybrid securities issue 1,000 Debt

Mayer Brown JSMHong Kong Phoenix Property Investors–Central Mansion stake acquisition 335 M&AHong Kong LaSalle Investment Management residential site sale 92 M&A

Milbank, Tweed, Hadley & McCloy Mongolia/Hong Kong Mongolian Mining Corporation IPO 650 Equity

“ThisIPOisparticularlyuniqueasKosmopolitoisbeingspunoffbyFarEastConsortiumInternational,aleadingconglomerateintheAsia-Pacificregion”

ViVian Lam, PauL hasTings

| hong Kong/China | ► CHAngfeng Axle IPoValue: US$103m

firm:PaulHastingslead lawyer: Sammy LiClient: Morgan Stanley Asia (sole bookrunner and sole global coordinator), CCB International Capital and Morgan Stanley (joint sponsors and joint lead managers)

firm:SidleyAustinClient: Changfeng Axle (HK & US law)

firm:JunHeClient: Changfeng Axel (PRC law)

firm:ConyersClient: Changfeng Axel (Cayman Islands law)

firm:FangdaPartnersClient: Underwriters (PRC law)

• Changfeng Axle Company is a leading Chinese auto parts manufacturer based in Fujian Province

• Company is engaged in the manufacturing and selling of axle and related components; began marketing its Hong Kong IPO in June 2010

sammy Lipaul hastings

6

NEws | deals >>


| hong Kong/China | ► SUnAC IPoValue: US$337m

firm:PaulHastingslead lawyers: Raymond Li, Sammy Li, Neil Torpey, Steve WinegarClient: Deutsche Bank and Goldman Sachs (joint global coordinators, book runners and lead managers)

firm:NortonRoseClient: Sunac China (HK law)

firm:DavisPolk&Wardwelllead lawyer: Show-Mao ChenClient: Sunac China (US law)

firm:ConyersDill&PearmanClient: Sunac China (Cayman Islands law)

firm:JunHeClient: Sunac China (PRC law)

firm:JinchengTongda&NealLawFirmClient: Sunac China (PRC law)

firm:Commerce&FinanceClient: Underwriters (PRC law)

• Sunac China, a Tianjin-based property developer, had a US$286m IPO in Hong Kong in December 2009. Shares were listed on December 18 and Deutsche Bank

and UBS Investment Bank were joint sponsors

• Use of proceeds for the 2009 deal were 90% for increasing equity interests in certain non-wholly owned property companies in the PRC; and 10% used for working capital and other general corporate purposes

• This year’s IPO will see China Investment Corporation (CIC) subscribe for shares in the IPO valued at US$25m

• Sunac China focuses on high-end property development and management business, mainly in China’s Bohai sea rim, south Jiangsu province, and the cities of Chengdu and Chongqing

| Singapore | ► redeVeloPMenT of SIngAPore’S BedoK Town CenTreValue: US$604m

firm:WongPartnershiplead lawyer: Karen WeeClient: CapitalLand

firm:Allen&Gledhilllead lawyers: Steven Seow, Margaret SohClient: CapitaMalls Asia

• WongPartnership acted for CapitaLand in its joint venture with CapitaMalls Asia in relation to the successful tender and redevelopment of the land at the Bedok Town Centre Site, Singapore

• WongPartnership and Allen & Gledhill have worked together with client CapitaLand on numerous occasions, most notably on CapitaMalls Asia US$1.7bn IPO in January this year

• WongPartnership has also represented CapitaLand in its trust rights issue in April 2010, valued at US$820m

| Singapore | ► deKA IMMoBIlIen - CHeVron HoUSe ACqUISITIonValue: US$418.5m

firm:WongPartnershiplead lawyers: Carol Tan, Kenneth Leong

Client: Deka Immobilien

firm:Lee&LeeClient: Chevron House

• Acted for German fund manager Deka Immobilien in the S$547 million acquisition of Chevron House, a 33-storey commercial development located in the central business district of Singapore

• Transaction marks Deka’s first major property acquisition in Singapore

• In September 2007, a Goldman Sachs-linked fund bought Chevron House, at a price of S$730m – the investment bank’s second major acquisition of office property in Singapore

• Before the sale, Chevron House was owned by several companies. CapitaLand, a longstanding client of WongPartnership, had a stake of 50% in the building.

• CapitaLand was also involved in the development of Chevron House in 1993

| Singapore | ► ProPoSed SoIlBUIld groUP HoldIngS PrIVATISATIon And ACqUISITIonValue: US$323m

firm:WongPartnershipClient: ICBC

firm:HerbertSmithlead lawyers: Mark Choy, Quak Fi LingClient: Soilbuild Group Holdings

firm:Allen&Gledhilllead lawyers: Andrew Lim, Christopher KohClient: Dolphin Acquisitions

• WongPartnership has acted for Soilbuild Group Holdings in the proposed voluntary delisting of Soilbuild from the Singapore Exchange, and in the exit offer and warrants proposal by Dolphin Acquisitions

• Under the delisting, Dolphin Acquisition will make an offer for all the issued shares of Soilbuild

• Soilbuild Group

Holdings Ltd is a Singapore-based investment holding company operating in four segments: property development, property investment, construction and property management

• In April 2010, company acquired 100% interest in SB Northpoint, a company that now functions as a subsidiary of Soilbuild

| hong Kong | ► lASAlle InVeSTMenT MAnAgeMenT TAI HAng reSIdenTIAl SITe SAleValue: US$92m

firm:MayerBrownJSMlead lawyer: Ellen TsaoClient: LaSalle Investment Management

• Sale and purchase agreement was signed on 6 October and completion of transaction is due on 8 November 2010.

• Purchaser is a subsidiary of Wing Tai Properties Development

• Mayer Brown JSM acted for LaSalle Investment Management in its original purchase of the site at a total consideration of US$54.5m in February 2009

| hong Kong |

► BoSHIwA IPoValue: US$320m

firm:Orrick,Herrington&Sutcliffelead lawyers: Edwin Luk, Allen ShuyuClient: Boshiwa International (HK and US law)

firm:Haiwen&PartnersClient: Boshiwa International (PRC law)

firm:ConyersDill&PearmanClient: Boshiwa International (Cayman law)

firm:FriedFrankClient: Underwriters (HK and US law)

raymond Lipaul hastings

“WehaveseenthenumberofcompletedlistingsintheHongKongIPOmarketpickupoverthepastweeksandtheChangfengAxelIPOisthefirstofaseriesofupcomingIPOsthatourcapitalmarketsteamexpecttocompleteinthenextseveralweeks”

raymond Li, PauL hasTings

Quak Fi LingWongpartnership

ellen TsaoMayerbrown JsM

NEws | deals >>


► yoUr MonTH AT A glAnCe (ConT)Firm Jurisdiction Dealname Value

(US$m)Dealtype

Nagashima Ohno & Tsunematsu Japan/US Sumitomo Mitsui Bank bond offer 2,000 Debt

Norton Rose Hong Kong/China Sunac IPO 337 EquityO’Melveny & Myers Hong Kong/China Besunyen Holdings Hong Kong IPO 169 EquityOrck, Herrington & Sutcliffe Hong Kong Boshiwa IPO 320 Equity

Paul Hastings, Janofsky & Walker

Japan/US Sekisui House–Newland Real Estate joint venture - M&AHong Kong/China Sunac IPO 337 EquityHong Kong/China Changfeng Axle IPO 103 EquityHong Kong/Singapore/ US Kosmopolito IPO 153 EquityHong Kong/China Franshion Properties securities issue 600 Debt

Rajah & Tann Singapore/Japan/China Mitsui & Co–Hyflux joint venture 225 M&AReed Smith Hong Kong/Singapore/ US Kosmopolito IPO 153 EquityRichards Butler Hong Kong/Singapore/ US Kosmopolito IPO 153 EquityRopes & Gray Hong Kong/China MicroPort Scientific Corporation Hong Kong IPO 189 EquityShearman & Sterling Hong Kong/China Besunyen Holdings Hong Kong IPO 169 EquitySicangco & Sigcangco Law Office Philippines/Korea BG Group–Korea Electric Power Corporation sale of power stations 400 M&A

Sidley AustinHong Kong/China Changfeng Axle IPO 103 EquityHong Kong/China MicroPort Scientific Corporation Hong Kong IPO 189 Equity

Simpson Thacher & Bartlett Japan/US Sumitomo Mitsui Bank bond offer 2,000 Debt

Skadden, Arps, Slate, Meagher & Flom

China/US China CacheInternational ADS issue 96 Capital market

Mongolia/Hong Kong Mongolian Mining Corporation IPO 650 EquityStamford Law Singapore/Japan/China Mitsui & Co–Hyflux joint venture 225 M&AWalkers Philippines/Korea BG Group–Korea Electric Power Corporation sale of power stations 400 M&AWakefield Quin Hong Kong Cheng Kong Infrastructure hybrid securities issue 1000 EquityWhite & Case Kazakhstan/Europe BTA Bank restructure 1,670 Debt

WongPartnership

Singapore/UK Doughty Hanson & Co–Equity Trust acquisition 471 M&ASingapore CDLHT MTN S$1bn multicurrency medium note program 743 DebtSingapore Olam bond issue 250 DebtSingapore Grandline International–Ibis Singapore acquisition financing 149 M&ASingapore Proposed Soilbuild Group Holdings privatisation and acquisition 323 M&ASingapore Deka Immobilien–Chevron House acquisition 419 M&ASingapore Redevelopment of Singapore’s Bedok Town Centre 604 Joint venture

Zhong Lun Hong Kong/China China Medical Equipment Hong Kong IPO 129 Equity

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

firm:FangdaPartnersClient: Underwriters (PRC law)

• Boshiwa makes its debut on the main board of the Hong Kong Stock Exchange on 29 September, jointly underwritten by UBS AG, Credit Suisse, BOCOM International and Deutsche Bank

• Boshiwa is a Shanghai-based company that designs, manufactures and sells children’s products

• Company ranked first in total revenue amongst other mid- to high-end children’s products in China in 2009

| MalaySia/aUStralia | ► CAMCo InTernATIonAl – KHAzAnAH nASIonAl BerHAd joInT VenTUreValue: US$46.05m

firm:Baker&McKenzielead lawyer: Paul CurnowClient: Camco International

firm:Allen&OveryClient: Kazanah Nasional Berhad

• Camco International, a global developer of emission-reduction and clean-energy projects, has established a joint venture with Khazanah Nasional Berhad, the investment-holding arm of the government of Malaysia

• JV will be capitalised with up to US$46.05m to invest in the emissions-to-energy market in South-East Asia, together with carbon development and advisory services

• Joint venture was announced in London on 27 September 2010 after negotiations took place in Singapore and London

| hong Kong/China | ► MICroPorT SCIenTIfIC CorPorATIon Hong Kong IPoValue: US$189m

firm:MaplesandCalderlead lawyer: Greg KnowlesClient: Issuer

firm:JunHeClient: Issuer

firm:FreshfieldsClient: Issuer

firm:Ropes&GrayClient: Issuer

firm:King&WoodClient: Underwritersfirm:SidleyAustinClient: Underwriters

• Shanghai-based MicroPort makes equipment for keyhole surgery for vascular diseases

• The company sells so-called interventional and minimally invasive devices to more than 1,100 hospitals across China, according to the company’s website

• After the listing, MicroPort Scientific may exercise an option to sell an additional 37.9 million shares, according to the terms

• Proceeds of the IPO will be used to develop new products, acquire businesses, expand its production facilities and to build up its sales network

| hong Kong/ China | ► BeSUnyen HoldIngS Hong Kong IPoValue: US$169m

firm:O’Melveny&MyersClient: Issuer

firm:GlobalLawOfficeClient: Issuer

firm:MaplesandCalderlead lawyer: Greg KnowlesClient: Issuer

firm:Shearman&SterlingClient: Underwriters

firm:Commerce&FinanceClient: Underwriters

• Besunyen Holdings is a fast-expanding therapeutic tea product-maker in Beijing

• Besunyen is selling 420 million shares to raise capital to fund the purchase of production equipment, expand its distribution network, repay debt and for working capital purposes

edwin Lukorrick

Paul Curnowbaker & Mckenzie

8

NEws | analysis >>


AnAlysis >>

► CHIneSe CoMPAnIeS – AIM HIgHlIgHTS• 47 Chinese enterprises currently listed on AIM• West China Cement, China Biodiesel International and China Eastsea Business Software have all delisted from

AIM this year• In the first half of 2010, a total of 92 companies left London’s AIM

when West China Cement (WCC) delisted from London’s Alternative Investment Market (AIM)

in August this year, its chairman and chief executive officer Zhang Jimin told the press: “The British don’t really understand China; our stock has been severely undervalued.”

The Shaanxi-based cement producer blamed its delisting decision on British investors’ ignorance of the value of its stocks. Simultaneously, the company turned to Hong Kong, where Chinese companies are popular bets for investors, and launched a US$179m IPO on the HKSE instead. Sidley Austin, Orrick, Carey Olsen, Memery Crystal and Dong Heng Law Firm advised on its issues transfer from the AIM to the HKSE.

Shortly after WCC's transfer, Shenzhen-based China Medical Systems Holdings also delisted from AIM and listed in Hong Kong

(US$129m) simultaneously. China Medical, the fourth Chinese company to delist from AIM this year, was advised by Zhong Lun, Maples and Clader, Jackson Woo & Associates, Ashurst and its underwriters were advised by Commerce & Finance and Hogan Lovells.

delisting advicePrior to WCC and China Medical, China Biodiesel International, a Chinese renewable energy group, dropped its listing through a tender offer and China Eastsea Business Software also delisted from the AIM citing similar reasons – that the stock was valued poorly even when the company's profit growth was exceeding market expectations. Both companies were advised by DLA Piper in their AIM IPOs. “Delisting shares is relatively straightforward. What is more important is to get rid of compliance and listed company

obligations,” said Stephen Peepels, Hong Kong-based capital markets partner at DLA Piper.

“A lot of companies get confused in the delisting process; they think that taking their shares off the exchange is the whole solution. In fact, delisting does not do anything about the fact that you are still a company that has a public shareholder base in the US. Our duty is to educate clients on how to alleviate that burden,” he added.

The key question for legal advisors involved in delisting transactions is whether retaining the client after its bad experience would become difficult, but lawyers say this is unlikely. “A company that had originally thought that the AIM would be attractive and has thereafter changed its mind to think about other venues would most likely retain its initial advisors, assuming that they have a substantial practice in all potential regions. It is simply because the firm can utilise its knowledge of the company’s business and management and apply it to the new listing – it makes collaboration

Capital markets: quitting London for Hong Kong

stephen Peepelsdla piper

NEws | analysis >>


easier and much smoother,” explained Peepels.Robin Li, managing partner of Hong Kong-based Li &

Partners, agrees. “Companies understand that the venue of listing is ultimately their choice and are unlikely fault their legal advisors. They would, therefore, most likely retain their initial IPO advisor – that is, unless the firm does not have a presence in the jurisdiction of its new listing,” said Li.

Optimum venueLawyers say while it is inevitable that some clients may eventually deviate from their initial venue choice, advice in helping them choose the optimum location is extensive right from the start. “We advise on these types of issues (choosing the best venue for listings) all the time. The main consideration is where the company is most likely to have interest by investors and the best research coverage,” said Peepels. “For instance, the HKSE has all of the major Chinese financial institutions listed so a PRC bank that wants to keep up with its peer group would be advised to look to the HKSE,” he added.

However, recent delistings seem to indicate that while local companies are ambitious to list, many have only a vague idea of IPO market conditions. According to Wen Ye, capital markets partner at Beijing-based V&T Law firm, companies think that they can raise funds faster on UK and US bourses because their markets are more mature. “This is where we step in and advise clients that that is no longer the case: the Greater China market is just as strong, if not stronger, than the west,” said Wen.

Many PRC companies that listed on the AIM in boom times are indeed now finding it difficult to realise the benefits that they had expected. What is happening now, Peepels explains, is that sophisticated PRC companies are realising that while listing on foreign exchanges may appear more user-friendly, it may not quite provide the liquidity the company desires.

Undoubtedly, the strong interest and confidence of investors in the Greater China region– particularly Shanghai, Shenzhen and Hong Kong – have made their bourses an attractive medium in which to raise funds. WCC and China Medical Systems’ recent issues transfer may trigger similar realisations. According to Edwin Luk, Orrick’s Asia corporate group leader and Hong Kong-based partner, Hong Kong currently offers good opportunities to companies which need capital markets funding to grow. “We anticipate seeing more Chinese companies delisting from AIM and going to Hong Kong,” he said. ALB

edwin Luk orrick

“Alotofcompaniesgetconfusedinthedelistingprocess;theythinkthattakingtheirsharesofftheexchangeisthewholesolution.Infact,delistingdoesnotdoanythingaboutthefactthatyouarestillacompanythathasapublicshareholderbaseintheUS”STEPHENPEEPELS,DLAPIPER

UPdATe >>

Intellectual Property

new milestone in Singapore’s patent system development

on 20 september 2010, the singapore registry of patents published a “guide on patentability issues arising during search & examination”. this guide is intended to provide instructions and guidance

to patent practitioners on how to deal with patentability issues that arise during substantive examination of singapore patent applications. given singapore’s short patent history, the publication of this guide represents a milestone in developing patent jurisprudence in singapore.

the examination of patent applications is unique to singapore because examination may take any one of the “local”, “foreign”, or “mixed” routes. there are no patent examiners at the singapore registry of patents, so the “local” examination route means that singapore patent applications are sent to the australian patent office, the austrian patent office, the danish patent office or the hungarian patent office for substantive examination. in the “foreign” route, applicants may rely on the successful prosecution of a corresponding application for grant of the singapore patent in lieu of “local” examination. in the “mixed” route, applicants request “local” examination based on search results obtained from a corresponding application.

the guide aims to focus on examination carried out under the “local” or “mixed” route. With patent examiners working in different jurisdictions, the guide is also intended to serve as a source of reference for these examiners.

one useful feature of the guide is its comparative study of the different approaches taken in the united states, europe, the united kingdom and how they compare with singapore. an example worth noting is the issue on patentable subject matter. the guide indicates that singapore’s patent examiners need not be embroiled in the debate on whether a particular claimed subject matter falls within a statutory list of exclusions and whether the subject matter has “technical character”, “technical contribution” or “technical effect”. instead, singapore examiners only need to look out for that “something more” for the subject matter in question to rise above the status of a “discovery” to the status of an “invention”. therefore, it would appear that inventions relating to business methods and computer programmes may be considered patentable subject matter in singapore so long as they pass the first hurdle of it being an invention.

there are certainly patentability issues that have yet to be decided on before the singapore courts. until then, in the absence of local case law, this guide will come in useful to patent practitioners in dealing with these issues.

Edmund Kok, Patent Attorney ATMD Bird & Bird LLP Phone +65 6428 9843 Email [email protected] atMd Bird & Bird LLP is a Singapore law practice registered as a limited liability partnership in Singapore. the firm is associated with Bird & Bird, an international legal practice. It is solely a Singapore law practice and is not an affiliate, branch or subsidiary of Bird & Bird or Bird & Bird LLP.

edmund Kok

10

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AnAlysis >>

Australia: The final frontier for international law firms?

► InTernATIonAl fIrMS In AUSTrAlIAFirm HomeJurisdiction Australianoffices(yearopened)Baker & McKenzie US Sydney (1964), Melbourne (1982)Sullivan & Cromwell US Melbourne (1983), Sydney (2001)Skadden US Sydney (1989)Stikeman Elliot Canada Sydney (1997)Jones Day US Sydney (1998)DLA Piper* US Auckland, Brisbane, Canberra, Melbourne, Perth Sydney, Wellington (2006)Holman Fenwick & Willan UK Melbourne (2006)Kennedys UK Sydney (2006)Sidley Austin US Sydney (2007)Dorsey & Whitney US Sydney (2009)Norton Rose UK Brisbane, Canberra, Melbourne, Perth, Sydney (2010)Allen & Overy UK Perth, Sydney (2010)

This list does not purport to be exhaustive*In global alliance with Phillips Fox

International law firms allen & overy, norton Rose and dorsey & whitney have all opened offices in australia over the last 18 months. despite deep differences in the size, scale and focus of their practices, each shares similar reasons for venturing ‘down under’. ALB looks at this trend and outlines why the arrival of further new faces in australia should be seen as imminent

NEws | analysis >>


while some foreign law firms have had a presence in Australia for the better part of four decades, the

way recent arrivals have sought to place their Australian presence firmly under the umbrella of their broader Asia-Pacific practice has refocused attention on the importance of the Australian market in Asia.

asia via australiaWhen US firm Dorsey & Whitney entered the Australian legal market via an office in Sydney in mid-2009 few were surprised. The firm, by its own admission, had been exploring the idea of opening there for the better part of five years. But while its opening was not unexpected, the role that its office would play in its global and regional Asia practice was certainly unorthodox. Rather than using Hong Kong, Beijing or Shanghai as the base for its Asia operations, the firm announced that Sydney would be its Asia hub – the nexus through which it would plan its assault on the lucrative India and Greater China markets.

“I guess some may say this is a little unusual,” the firm’s Asia managing partner said at the time, “but for us it’s natural and makes sense… Australian is a developed country with a robust, stable economy and this is a good counterbalance to what we have elsewhere in the region. Australia is a slow-burning market: growth may be slow from time-to-time but it will rarely cease,” he said.

The novelty of Dorsey’s move should not be underestimated: in choosing to base its Asia operations outside of the region it was not only breaking from orthodoxy but also challenging the model that its US counterparts had been using in Australia for much of the last four decades. Firms like Skadden, Sullivan & Cromwell and Jones Day have treated their Australia offices generally as satellite offices with little or no integration into the firm’s other Asia offices. While Dorsey was arguably the first to go against the grain in this regard, a similar intent is apparent in the Australian expansion of both Norton Rose and Allen & Overy.

Both firms agree that the strength of the Australian economy was a

major factor in their decisions to enter Australia and each has also talked extensively about its desire to tap into the market’s wealth of commercially astute and technically gifted lawyers. For instance, Thomas Brown, Allen & Overy’s Asia-Pacific managing partner, described his firm’s Australia move as logical in its global expansion given the well-known depth of the country’s talent pool; and Don Boyd, Norton Rose Australia’s chief executive partner, said he saw the country’s talent pool as “vital and critical” to its regional expansion.

Two-way investmentWhile factors such as these make Australia an increasingly lucrative market for international law firms, they are, in themselves, insufficient to explain why Australia is so appealing to international players. Norton Rose’s Boyd probably puts it best when he says: “To just set up in Australia to just tap into the Australian legal market doesn’t really on the face it make it a business case because this is a massively competitive environment.” What really makes Australia enticing for international law firms are the increasing two-way transactional levels between Australia and Asia.

“Our decision to launch in Australia underlines the increasing importance of Australia in the Asia-Pacific economies,” said Allen & Overy’s senior partner David Morley. “We see significant opportunities for high-end, cross-border M&A and finance work in the private and public sectors, particularly in the energy, mining and natural resources sectors.” The empirical data provides perhaps the best indication of just how important.

In the first half of 2010, FDI into Australia stood at US$328bn and outward FDI at US$346bn, according to the Australian Trade Commission (ATC). During this period, the country accounted for 13% of global inward

FDI flows into South and South-East Asia. This is not to mention that with 2,050 listed companies and a market capitalisation of around US$936bn the Australian Stock Exchange is currently the largest liquid stock market in the Asia-Pacific (ex- Japan).

Estimates from the ATC suggest that these numbers will continue grow in the months ahead, and so will the country’s economy – despite the minority Labor government’s less pro-business platform.

implicationsIt is no secret that a number of international law firms are seriously investigating entering the Australian legal services market. In addition to Clifford Chance’s very thorough, very public reconnaissance centred on Australian top-tier heavyweight Mallesons, industry observers contend that at least one other Magic Circle law firm is “very close” to announcing its intentions to open in Australia while a number of second- and third-tier US firms are also exploring options.

The importance that an Australian presence may have for international law firms should not be underestimated; but it is an importance that will likely derive from treating Australia as part of an Asia practice rather than as a stand-alone, satellite office offering only niche advice on the intricacies of New York securities law. Thirty years ago it was an international firm’s presence in Tokyo or Hong Kong that was the hallmark of a well-rounded Asia practice. Twenty years ago it was a presence in Shanghai or Beijing. Tomorrow it may be a presence in Sydney, Melbourne or Perth. In an age where it is becoming increasingly difficult to distinguish one firm’s Asia practice from another, being able to lay claim to offices in the Antipodes adds an element to an Asia practice that few others can boast. ALB

“OurdecisiontolaunchinAustraliaunderlinestheincreasingimportanceofAustraliaintheAsia-Pacificeconomies.Weseesignificantopportunitiesforhigh-end,cross-borderM&Aandfinanceworkintheprivateandpublicsectors”DAVIDMORLEY,ALLEN&OVERY

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AnAlysis >>

hewlett-Packard has gone where few corporate law departments have gone before, launching its own formal in-house graduate training program. But the negatives could outweigh the positives both for the company and the lawyers concerned.ALB investigates

In September this year, Hewlett-Packard (HP) announced that it would offer fresh law graduates in-house training contracts. The

move makes the US-based tech giant’s in-house team conspicuous in the world of corporate law — only a handful of corporates across the world have dipped their toes into graduate recruitment, but few as wholeheartedly as HP— but will others seek to emulate their model? ALB’s research suggests that while the sentiment should be applauded taking on lawyers to be may be more trouble than its worth for the company and the lawyers concerned.

structureAccording to HP’s global general counsel Michael Holston, the in-house team’s graduate training program will be based loosely on the training contract system offered by most US and UK law firms. Graduate trainees will take ‘seats’ or rotations through the legal team’s major departments including litigation and dispute resolution, intellectual property,

In-house graduate recruitment:

a road less travelled

12

NEws | analysis >>


commercial law and risk management. The four trainees who will start this year (chosen from Harvard, Northwestern and the University of California at Berkeley) will work out of the legal team’s base in Palo Alto and will their progress will be closely monitored by senior lawyers to ensure that they develop a balance of both technical skills and the more commercial skills that are essential to role of an in-house lawyer.

The company’s decision to take law graduates into its in-house legal department is both a direct consequence of the belt-tightening that was induced by the financial crisis and the changing nature of the in-house legal role. Holston, who has presided over a comprehensive restructuring of the company’s in-house legal function, believes that not is graduate recruitment the key to streamlining internal legal costs, but their grounding in-house means they are also more predisposed to giving commercially viable and sector-specific advice. Holston said that more mature lawyers such as those with 5-7 years PQE who come from private practice often struggle with the transition develop the requisite levels of commerciality needed and “take far too long” to switch their advisory mindset from risk avoidance to risk management.

negativesWhile HP’s graduate recruitment program is certainly novel and a somewhat creative response to the increasing costs pressures that in-house legal departments are subject to, few predict other corporates will seek to emulate it. Firstly, few companies have the same amount of in-house legal resources at their disposal as HP and even fewer can commit the time required to ensure graduates develop to a level necessary in-house.

“After the financial crisis there has been a sharpened focus on in-house legal departments as fee generators, not only as cost minimisers,” said one in-house lawyer ALB interviewed. “In this context, I think very few boards would support such a strategy especially as you are unlikely to see any financial returns in the medium-term.”

Others believe that while being able to train a lawyer from the ground up in the often fine art of commercial acumen is vital to the in-house role, bringing on lawyers to be who have foregone the often arduous private practice induction into law may in fact be counterproductive for in-house legal teams.

“[The success of models like those being used by HP] will depend on the level of complexity you have in your in-house legal department,” said Andrew Bellers, the Asia Pacific general counsel for Aon. “I would be sceptical whether an in-house environment allows for the development of the ‘hard law’ skills. I very large legal departments this may be theoretically possible but I have my reservations as to whether this will be achieved to an acceptable level for the individuals and the companies concerned.”

Not having the ‘hard skills’ that Bellers speaks of may limit the career development opportunities available to those who chose to start their legal careers in-house. Ben Cooper, vice president at CML Recruitment says although schemes such as HP’s will allow lawyers to fast-track their careers in-house, bypassing private practice training can be a long-term risk.

“The disadvantage of bypassing the private practice stage of the [traditional] in-house path is that associates will not gain the thorough technical training lawyers receive in structured training contract programs,” he said. “As a lawyer [working in Asia] you want to have thorough training and knowledge so you have something to fall back on.”

Whether or not any corporates in Asia will implement strategies similar to HP remains to be seen. HSBC, Barclays Capital, Aviva and Vodafone have all tried their hands at graduate legal recruitment only to see their programs produce disbanded quickly after for want of solid results.

But the changing dynamics of legal recruitment in Asia and the much talked about crush for talent in places like Singapore, Hong Kong and Malaysia may well mean that in-house legal departments need to secure the best talent, sooner rather than later, lest they lose out to top local and domestic law firms. ALB

“Thedisadvantageofbypassingtheprivatepracticestageofthe[traditional]in-housepathisthatassociateswillnotgainthethoroughtechnicaltraininglawyersreceiveinstructuredtrainingcontractprograms”BENCOOPER,CMLRECRUITMENT

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rajah & Tann, Stamford Law, King & Wood and Clifford Chance have

acted on the first proposed takeover of a listed business trust in Singapore – a US$225m joint venture between Japan’s Mitsui & Co and Singapore Hyflux to develop a substantial water treatment business in Mainland China.

Under the terms of agreement signed in August, the new joint venture company, Galaxy NewSpring agreed to acquire 21 existing water treatment,

news in brief>>MAYERBROWNJSMHELPSOUTNGOSMayer Brown JSM has donated more than 1,700 items of furniture to 14 social enterprises and non-governmental organisations in Hong Kong.

This initiative is organised by the Hong Kong Council of Social Service - HSBC Social Enterprise Business Centre (SEBC) and follows the recent renovation of Mayer Brown JSM’s main office. Items donated included more than 700 book shelves, 400 cabinets, conference tables, desks as well as chairs.

The firm decided to give away its temporary furniture to NGOs including the Salvation Army, Christian Action, Stewards and Playright, as well as social enterprises across the city operated by various other NGOs.

These social enterprises generate income through business operation and reinvest profit into the community and disadvantaged groups.

DEWEY&LEBOUEFGAINSFOURTHOFFICE INMIDDLEEAST–ABUDHABIUS firm Dewey & LeBouef has opened its fourth office in the Middle East – in Abu Dhabi. The firm, which has had a presence in the region for over 30 years, also has offices in Dubai, Doha and the Saudi capital Riyadh.

The firm’s new Abu Dhabi office will serve as the base for its insurance and alternative and clean energy practices in the Middle East in addition to providing a full range of corporate services, including project and infrastructure development and finance, banking and capital markets.

The office’s development will be overseen by corporate and energy partner Stephen Jurgenson, who has recently located to the UAE capital from the firm’s London office. He will work closely with London-based capital markets partner Camille Abousleiman.

KUWAIT:ASARSTRIKESALLIANCEWITHBOUTROSZIADéTOTAPLUCRATIVELEBANONMARKETKuwaiti firm Al Ruwaydeh & Partners (ASAR) has sealed an alliance with Lebanese law firm Boutros, Ziadé & Associates to capitalise on the increase in three-way investment between Kuwait, Bahrain and Lebanon.

The two firms, which have been working together for the better part of the last decade on an informal basis, said that the improved economic conditions in Lebanon coupled with a dearth of cross-border legal service providers were behind the move.

“ASAR partner Ibrahim Sattout, who is a Lebanon-admitted practitioner, and Boutros Ziadé name partner, Walid Boutros, will be the lawyers responsible for overseeing the alliance.

Hong kong >>

singApore >>

IPO boom in Hong Kong – Paul Hastings, Orrick and Maples bring deals to market

a tremendous surge in Hong Kong IPOs in recent weeks indicates a

return to health for capital markets in the region, and well positioned firms are reaping the benefits.

“This year has been an interesting year in terms of pace,” Paul Hastings Hong Kong chair Neil Torpey said. “In the first couple of months, markets were looking very robust and were receptive to a lot of capital market deals. In March, the European liquidity crisis effectively slowed debt, capital and credit markets globally, including Hong Kong and we saw a period from March to July whereby the Hong Kong IPO market was much slower. Now in the last several weeks, the market in the US has advanced in a significant way and there’s a much higher level of receptivity amongst investors towards new offerings that

are coming to market in Hong Kong, with quite a significant appetite.”

Torpey says his firm is currently working on approximately 25 Hong Kong IPOs and has hired 20 new lawyers in the last 12 months to cope with the influx of capital markets and finance work. “There is a tremendous amount of activity in that space right now. What has changed in the last several weeks is while we’ve been very busy on a number of these deals, now the deals are beginning to come to market and go to the finish line,” Torpey said.

Changfeng Axel – a leading Chinese auto parts manufacturer – completed a Hong Kong public offering and an international offering under Regulation S/Rule 144A on September 27. “We have seen the number of completed listings in the Hong Kong

Breakthrough water recycling JV engages top law firms

management and recycling operations in China, currently owned by Hyflux and its Singapore-listed subsidiary Hyflux Water Trust (HWT).

The transaction is significant as this is the first proposed takeover of a listed business trust in Singapore since business trusts were first introduced in 2004. Galaxy has now completed the acquisition of four of the existing operations directly from Hyflux.

Galaxy has also made an offer to

NEws >>


IPO boom in Hong Kong – Paul Hastings, Orrick and Maples bring deals to market

► (jAPAn) MITSUI & Co - (SIngAPore) HyflUx joInT VenTUre

US$225m

Synopsis: Japan’s Mitsui & Co signs a joint venture with Singapore’s Hyflux to develop a substantial water treatment and management business in Mainland China.

Firm Client RoleRajah & Tann Hyflux International counselStamford Law Consortium on the exit offer Singapore counselClifford Chance [lead partner: Lee Taylor]

Mitsui & Co International counsel

King & Wood Mitsui & Co PRC counsel

IPO market pick up over the past few weeks and the Changfeng Axel IPO is the first in a series of upcoming IPOs that our capital markets team expect to complete in the next several weeks, “ Paul Hastings chair of greater China practice Raymond Li said.

Meanwhile, a team from Orrick led by partners Edwin Luk and Allen Shuyu recently advised Boshiwa, a high-end Chinese children’s product manufacturer in its US$320m IPO on the main board of the HKSE. “As the markets continue to improve, we expect to see more Chinese companies with similar profiles as Boshiwa tap the capital markets in Hong Kong,” Luk said.

Orrick also acted on the US$223m HK IPO of Trony Solar – a Shenzhen-based solar power photovoltaic module manufacturer – that took place on 7 October 2010. The Orrick team was led by Edwin Luk and Phoebus Chu.

Other firms have been busy with IPO work too. Maples and Calder recently completed three IPOs on the Hong Kong Stock Exchange, Maples acting as BVI & Cayman counsel to issuers China Medical System Holdings, Microport Scientific Corporation (US$213m) and Besunyen Holdings. ALB

Breakthrough water recycling JV engages top law firmsacquire all the publicly held units of HWT as part of the transaction, which is expected to complete before the end of the year and will result in the acquisition of the remaining 17 existing operations.

“Water supply is vital for regional development in the years ahead and efficient management and recycling operations are critical to ensure the best use is made of scarce resources,” said Clifford Chance lead partner advising Mitsui & Co, Lee Taylor.

“This project unites the skills of two leading Asian companies in this sector to develop a significant water supply business focused on China’s fast-developing provinces, such as Hebei and Jiangsu,” he said.

The Clifford Chance team led by partner Lee Taylor advised Mitsui & Co while Rajah & Tann acted for Hyflux and Stamford Law acted for the consortium on the Exit Offer here in Singapore. In China, Mitsui engaged King & Wood. ALB

UPdATe >>

International Tax

Britain leads eU in Personal Income Tax growthThe UK leaps from 13th to 4th in high tax league table

the uk is leading a european upward-trend in personal tax rates, claim the results of a new study.

last year’s introduction by the uk labour government of a 50% income tax band was the

highest growth seen globally, propelling the uk to equal-fourth position in the 2010 league table of eu personal tax rates.

this is a significant rise from the uk’s 13th placing last year. the country now sits alongside austria and belgium. the study – which shows that the majority of worldwide movement in 2010 comes from the eu, where average rates went up by 0.3% over the past year – suggests the rest of europe is following the uk in instigating higher levels of income tax.

only sweden [56.6%], denmark [55.4%] and the netherlands [52%] outstrip the uk in terms of personal income tax rates, and the uk is now higher than key competitors, France and germany; although, it is worth noting that the uk’s top rate of tax kicks in at a much higher earnings level than is the case in most of these countries.

this makes a difference to the uk’s competitiveness because individuals are highly mobile and they may decide to vote with their feet. and where employers are concerned, tax is a crucial business issue when it comes to deciding where to locate workforces. Whether the tax rate increases we have seen around the world strike the right balance and have the intended impact has yet to be seen. everyone may have a role to play in supporting their national deficit reduction measures but the fact that high-income earners are frequently more mobile should not be overlooked. attracting such individuals using a competitive personal tax rate market, while tackling budget deficits, remains the challenge, for the uk.

By Debbie Annells, CTA (Fellow) 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

16

NEws >>


jApAn >>

uk report

ROUNDUP• London is preparing to welcome seven new partners from US legal giant White & Case. The firm

appointed 35 new partners globally in October• Slaughter and May has set up its own outsourcing panel of three LPO providers it is willing to work

with, caving to client pressure to keep fees down• Clifford Chance and Linklaters are two of only seven top firms leading the way by offering the accelerated

LPC course to new recruits. Others include Slaughter and May, Norton Rose and Herbert Smith• Slaughter and May has been chosen as an advisor on the proposed takeover of Liverpool FC by the

owner of the Boston Red Sox• Simmons & Simmons held its annual partner weekend on 12-13 October. Partners confirmed that a trans-

Atlantic merger is still an option. China was also emphasised as a key part of the firm’s planned growth strategy• Herbert Smith has boosted its Singapore arm with the relocation of partner Adrian Cheng from the

firm’s London office• Allen & Overy, Linklaters, Clifford Chance, Norton Rose and Herbert Smith were all among the firms

chosen for Lloyd’s combined legal adviser roster

UKfirmsre-introducingintellectualabilitytothegraduaterecruitmentprocessTop UK law firms are introducing more ‘intellectual ability’ tests and phone interviews aimed at testing communication skills into the graduate recruitment process, to help determine whether candidates are suited to a career in law. Other measures such as psychometric testing, which is commonly used in other professions to assess graduate candidates, are also being considered.

Top 10 firm Herbert Smith has introduced an on-line situational judgment test, taken as soon as the application form is filled out. It has also added a logical reasoning test to its existing verbal reasoning exam. Head of resourcing Peter Chater said the measures will improve the objectivity of the process and reduce the length of the application, so the firm can reply to candidates more quickly.

Pinsent Masons has also introduced a telephone interview for candidates to establish that they are right for the firm both on and off paper. “As an increasing number of people apply for a career in law, we’ll need more ways to distinguish between applicants other than the traditional application form,” said Pinsent Masons graduate recruitment manager Edward Walker.

LinklaterscomesbearinggiftsIn a move deemed appropriate for London’s gloomy weather, UK firm Linklaters is providing shelter from

the rain of the GFC for graduates with a return to levels of merchandising not seen since before the crisis began. The firm now offers Linklaters branded umbrellas at graduate recruitment fairs, encouraging students to share them around, mimicking the bike-sharing schemes now well established around Europe. In addition, Linklaters has promised to donate GBP20,000 to be divided between three educational charities.

FranchisinglookingpossibleinUKfirmsAs firms look for ways to decrease marketing and promotional costs, law firm franchise QualitySolicitors is said to be on the verge of signing 4 of the UK’s top 100 firms and is preparing to launch 50 branches within the next two years.

While Quality Solicitors chief executive Craig Holt would not reveal the names of the firms, he said: “There’s more than one top 100 firm with whom we’re in discussions presently about taking on the QualitySolicitors branding alongside their own, but I can’t say more than that, I’m afraid.”

All is set to be revealed once the firms have signed on the dotted line.

Part of QualitySolicitors approach to growth is to take on more commercial work. Firms that sign up to QualitySolicitors pay an annual fee and their name is listed alongside the QualitySolicitors brand as part of the law firm’s title. The fee is used for marketing and advertising purposes.

Blake Dawson will expand its Japan team significantly in

the coming months, predicting strengthening outbound M&A deals and PPP partnerships between the two countries in the coming months.

According to Blake Dawson M&A practice head Ian Williams, Japanese financial stalwarts such as Nomura, Bank of Tokyo and Mitsubishi are aggressively expanding their operations in Australia – in addition to a flood of acquisition deals coming to market between the

Blake Dawson to expand Japan operations

Asia key driver in latest UK-US merger moves AsiA >>

US firm Squire, Sanders & Dempsey and UK firm Hammonds have

become the latest pair to discuss the possibility of a trans-Atlantic merger. The two firms said that much remains to be done before bringing the merger to a partnership vote, but it is anticipated that partners in both firms will be asked to vote before the end of this year.

If a merger were to proceed, the combined firm would have 37 offices and around 1,300 lawyers across 17 countries, while global revenues would top US$625m. And in Asia, the combined firm would have around 80 lawyers across offices in Beijing, Shanghai, Hong Kong and Tokyo.

The emerging Asian markets, particularly the growing importance of China's economy to the world, lead many international lawyers in the region to believe that Asia is a key driver in recent UK-US law firm mergers.

Rocky Lee, who recently left DLA Piper to become Cadwalader Wickersham & Taft's Asia managing partner, is one of the lawyers who hold this view. "I am led to believe that many of the mega US-UK law firm mergers are driven by the lure of Greater China," Lee said. "Many managing partners and legal consultants of these firms expect to see the Greater China legal market grow on a trajectory similar to that of China's GDP."

NEws >>


news in brief>>FOUNDEROFHHPDIESAGED55Tuti Dewi Hadinoto, co-founder of Hadiputranto Hadinoto & Partners (HHP), has died aged 55.

Hadinoto, who was one of the lawyers responsible for growing HHP into arguably the most formidable law firm in Indonesia, is also widely credited with engineering the firm’s alliance with Baker & McKenzie.

Hadinoto had more than 20 years experience in capital markets-related transactions across the region and was widely regarded as one the of the foremost securities lawyers in Indonesia. She was head of the firm’s Capital Markets Practice Group and acted on some of the countries largest IPOs of the past decade in addition to advising on watershed M&As.

“She will be remembered as a strong woman who had a high level of commitment towards her work as well as the development of HHP, and a great love of family and friends,” said Timur Sukirno, chairman of HHP. “Her legacy will live on; we will maintain the position of HHP…the firm that Tuti Dewi built and was so proud of.”

DACHENGJOINSKING&WOODANDJUNHEINNYCDacheng, China’s largest law firm by lawyer head count, has officially opened its new branch on Wall Street. New York is Dacheng’s second location in the US – the firm established a branch office in Los Angeles and entered into a strategic alliance with California firm Matthews Wilson and Hunter last June.

The newest addition to Dacheng’s global network is headed by partner Dong Huachun, the current head of capital markets practice who is dual-qualified in New York and the PRC.

SINGAPORE:JLVTOGIVEDUANEMORRIS‘CREDIBLE’PRESENCEINSINGAPOREUS firm Duane Morris has secured approval from the Singapore Ministry of Law to launch a joint law venture (JLV) with local firm Arfat Selvam Alliance.

Duane Morris, which has had a small three-lawyer presence in the Lion City since 2007, cited increasing transactional volumes in South-East Asia as well the growth potential in areas such as Islamic finance as the drivers behind the move.

Arfat Selvam is a 17-lawyer corporate practice specialising in corporate transactional work as well as Islamic finance.

The move means Duane Morris will become only the second US-based law firm to currently use the JLV model to structure its Singapore practice; Baker & McKenzie has enjoyed a successful relationship with Wong & Leow since 2001.

Blake Dawson to expand Japan operationstwo jurisdictions. “Japanese trading houses are active participants in PPP deals in Australia,” Williams told ALB. “We see continued strong participation in energy and resources. There is a lot of M&A work outbound from Japan with plenty of buying interest in coal mines and LNG from Japan to Australia. As a separate category the number of PPPs likely to be available for Japanese investors – whether it be constructors or equity arrangers or investors – is growing,” he said.

According to data released by the Australian Bureau of Statistics, over US$10bn of new investment flowed from Japan into the Australian economy during the last financial year.

Japanese investment tends to get less coverage than Chinese, said Williams but Japan has traditionally been the largest investor from Asia.

The firm is set to bring an additional three lawyers to its Tokyo office in the next six months, bringing the total number to 10. The office was launched in April this year. ALB

Asia key driver in latest UK-US merger moves Earlier this year, Crispin Rapinet –

Hogan Lovells managing partner for Asia and the Middle East – affirmed that one of the impetuses for the merger between Hogan & Hartson and Lovells was the growing importance of the Asia market, particularly that of China, and the long-term commitment of both firms to the region. "Creating a global firm with a substantial presence and capability in the US and Europe is the obvious key rationale for the merger...but what we will achieve in Asia and what we can achieve through the merger is also a significant part of the rationale for doing the deal," said Rapinet.

However, a merger doesn't necessarily mean advantages. Several Asia managing partners of international firms, such as Eversheds' Nick Seddon, pointed out that they haven't seen any impact in Asia of the Hogan Lovells merger yet. Others note that the most visible and immediate effect has been significant headcount movement. "We've seen some well advertised departures from the merged firms. So this naturally has impacted Asia's relatively small legal market," said Lee.

Commenting on the Squire Sanders-Hammonds merger, Lee said that the proposed union should create synergies but the real question is whether the market has enough room for these mega global law firms to gain a distinct commercial advantage. ALB

Tuti dewi hadinotohhp

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jApAn >>

us reportNO&T announces alliance: indicative of outbound trendnagashima Ohno &

Tsunematsu’s recent announcement of a landmark alliance with Allens Arthur Robinson (AAR) – to capitalise on the Australian firm’s regional spread — indicates a long-term structural shift in Japanese business dealings as Japan’s outbound investment into Asia grows.

“These days Japanese companies are seeking to expand operations into Asia, especially into Southeast Asia ; and because Allens has 11 offices in Asia, we think it’s worth entering into an offshore core alliance relationship with them,” NO&T partner Jiro Mikami told ALB.

Jiro Mikamino&t partner

ROUNDUP• A former Dewey & LeBoeuf lead counsel has garnered support from Google and other investors for a

US$5bn offshore wind energy project in the mid-Atlantic• UK firm Allen & Overy has relocated London partner Andrew Fraiser to its New York practice with a

view to taking the market lead on PPP and infrastructure project advice• Winston & Strawn has poached its new Beijing chief, Jem Li, from fellow US operation Cadwalader

Wickersham and Shaft• Baker Botts made two new partner hires for its London office. Global projects lawyer Hamish

McArdle and litigator Alejandro Escobar were the only two promoted outside the US• Cleary Gottlieb Steen & Hamilton and Sullivan & Cromwell LLP were both selected to advise Russian

internet group Mail.ru on its listing on the LSE for approximately US$5bn • White & Case LLP has launched a new Beijing seat for its trainees, expanding its secondment

program from existing seats in Singapore, Hong Kong and Tokyo• Jones Day Madrid chief Luis Riesgo will be relocating to Sao Paulo to head the firm’s new Brazil

office base. Partners Sanjiv Kapur and Wade Angus will follow when they are qualified to practice• Weil, Gotshal & Manges, Jones Day and other US firms confirmed that the billable hours for

unwinding the now defunct Lehman Brothers broke the US$1bn barrier in October

RedbecomesRed,WhiteandBlueinLiverpoolFCsaleLiverpool FC’s traditional red is looking set to become Red, White and Blue this month as US firms Shearman & Sterling and Weil Gotshal & Manges advise on the sale of an English institution, Liverpool FC, to the owner of the Boston Red Sox, New England Sports Ventures (NESV).

European managing partner Creighton Condon is understood to be leading the team acting for longstanding Shearman client NESV. Weil Gotshal’s managing partner for London, Mike Francies, is said to be advising the current owners of the club, Tom Hicks and George Gillett.

Corporate rainmaker Nigel Boardman, from UK firm Slaughter and May, will also be advising Liverpool FC. It is also still unclear whether Allen & Overy has a role in the takeover, which requires premier league permission before the deal can progress.

White&Caseconfirms35newpartnersworld-wide,AsianfocusstrongUS legal giant White & Case LLP has named 35 new partner appointments world-wide as the firm continues to grow and strengthen its Asian presence. The appointments follow the promotion of 33 partners in December 2009.

English qualified Charlie Wilson will head the

firm’s M&A practice in Singapore, while Tokyo-based bengoshi Yuji Ogiwara will be the partner for commercial litigation in its Tokyo office. HK- and English-qualified lawyer Baldwin Cheng will head the banking practice in Hong Kong.

BarclaysCapitalkicksoffreviewofUSlegaladvisers–sparkscompetitionfrenzyBarCap has begun its first review since the US$1.75bn Lehman acquisition and competition from both sides of the Atlantic is fierce. US firms Skadden Arps Slate Meagher & Flom and Weil Gotshal & Manges and UK firm Linklaters are heading the pack, but anything could happen as some members of its 52-strong panel of advisers could even be removed from the roster.

The addition of the US arm of Lehman appears to have sparked the frenzy – with one US partner commenting: “Barclays’ investment arm has gone from a second thought on Wall Street to a power player. BarCap has always been major league in M&A, but with the addition of [the US arm of] Lehman the group boasts a top-notch balance sheet.”

BarCap has also made several new hires recently in an effort to boost its global standing. The company completed its last full panel review in July 2009 and appointed a number of new advisers after the process.

industry >>

Trend alert: private partnership with governments on the rise

Private participation in public infrastructure is growing in Asia

and will be a trend to watch in coming years. According to Baker & McKenzie of counsel Paul Elliott, PPP work is on the rise in the Asia- Pacific – including in Japan, Singapore, Taiwan and Australia.

“PPPs tend to lend themselves better to more sophisticated jurisdictions,” Elliot told ALB. “There is a revitalised level of interest of PPPs in the Asian region. I think the reason why governments in the region are moving towards a PPP model is due to a matter of efficient risk allocation,” he said.

Other lawyers in the region agree. “PPPs project models have been very successful in Singapore and a number of Asian countries are trying to replicate its success. It is an up-and-coming trend in the region,” Norton Rose of counsel Nicky Davies said.

According to Herbert Smith head of Asia Anna Howell, the firm has witnessed not just an increasing number of public-private partnerships but also more partners within these partnerships. ALB

NEws >>


news in brief>>ASIA-PACIFICIPOSSKYROCKETAccording to recent data released by Thomson Reuters, there have been 555 IPO issues (in Asia excluding Japan) this year to date, with a 165% increase in IPOs from the same period last year.

Japan has witnessed a whopping 2,806% increase in IPOs in the past year but it is Chinese companies that account for a significant portion of IPO growth within the region.

China has seen a 195% improvement in its IPO statistics, accounting for US$78.1bn of the US$98.6bn IPO proceeds in the year to date.

Australia has seen a 373% jump in the number of deals on the market but has only managed a proceeds value of US$800m thus far.

NABARROLATESTFIRMTOZEROINONSINGAPORELEGALSERVICESBOOMUK law firm Nabarro has been granted a foreign law practice (FLP) license in Singapore and is due to start operations later this year. The office will focus on the areas of construction, engineering and international arbitration, and will be led by construction partner Emerson Holmes.

“The initial focus of our practice will be giving advice to clients involved in onshore and offshore construction and engineering, including advice on dispute avoidance and arbitration. Our aim is to grow the office with strategic local hires,” Emerson told ALB.

SNRDENTONLOSESMUSCATINFRASTRUCTUREPROJECTSHEADTOCURTISLess than a month after its formation, SNR Denton has seen its Muscat head of infrastructure and projects, Mary Allan, lured away by US firm Curtis, Mallet-Prevost, Colt & Mosle (Curtis)

Allan, who will continue to be based in the Omani capital, focuses on projects in the utilities and energy sectors. While at Dentons, much of her work was on behalf of GCC governments whom she advised on regulatory issues for new power and water projects, among other things.

Allan’s appointment increases the number of partners across the firm’s Middle East practice to six. In addition to its presence in Oman, the firm also has offices in Istanbul and Dubai (2008).

NO&T announces alliance: indicative of outbound trendConversely, AAR believes the benefit

is mutual. “This decision is in response to the growing needs of clients as they move beyond Japan – and an increasing number of Australians clients go into Japan,” AAR Japan practice lead partner Tim Lester said.

Areas AAR expects to see growth following the collaborative alliance include infrastructure and projects, energy and resources, M&A, renewable energies suppliers and agribusiness.

According to Tim Lester, this alliance will be “more structured and seeks to be a much more cohesive and collaborative arrangement” than its relationship with Slaughter and May in Asia – which he defines as more referral than collaborative.

NO&T presently has a lawyer seconded to AAR’s Jakarta office and plans to second another two to the firm’s Ho Chi Minh and Bangkok offices.

NO&T has revealed it is currently working on a big deal relating to the Asia and Oceania energy markets, of which further details remain confidential.

According to Mikami, NO&T does not intend to open any further offices in Asia for now, and plans to use AAR’s offices in Asia instead.

“The biggest reason for entering into this core alliance is our clients: the Japanese companies are seeking to expand their operations into Asia and that movement is accelerating these days,” Mikami said. ALB

cHinA >>

wongPartnership has recently received approval to launch its

second China representative office, in Beijing. This year, Latham & Watkins and Australian firm Minter Ellison, amongst others, have both expanded out of Shanghai into Beijing to target larger companies and SOEs.

The Beijing office will be WongPartnership's fourth overseas office after Shanghai, Qatar and Abu Dhabi. Collectively, the firm will have around 20 fee earners in the mainland, supported by a team of over 40 China practice lawyers.

"We have long recognised the significance of Beijing. The profiles of clients in the two cities are very different. In Beijing you have the SOEs and in Shanghai you get the smaller businesses along with a concentration of MNCs. The scale and types of deals closed are also different. Both markets offer something different for international firms. That is why you will continue to see international firms' involvement in both cities," said Gerry Gan, joint head of WongPartnership's China Practice.

► ASIAn fIrMS wITH dUAl (BeIjIng And SHAngHAI) offICeS

Firm Country

Mori Hamada & Matsumoto Japan

Soga Uryu & Itoga Japan

Nobuo Takai Japan

Shin & Kim Korea

Bae, Kim & Lee Korea

WongPartnership Singapore

WongPartnership’s latest foray: Beijing-Shanghai vital combo

With its Shanghai office operating for six years, WongPartnership has won many mandates on Sino-Singaporean deals. The firm recently advised on a RMB12bn JV between Tianjin Eco-City and Keppel Corporation. It also recently closed another JV agreement between Guangzhou Knowledge City Investment and Development and SingBridge International, a wholly owned subsidiary of Temasek Holdings. ALB

► qUICK fACTS: nABArrooffices london, Sheffield,

Brussels, Singaporefee earners 400+Partners 125+Alliance firms 3

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jApAn >>

Japan Big Four targets South-East Asia: structural shift in Japanese client trends

nagashima, Ohno & Tsunematsu (NO&T), Mori Hamada &

Matsumoto (MHM), Nishimura & Asahi and Anderson Mori & Tomotsune have all indicated expansions and secondments into Asia as Japanese businesses shift from domestic markets and go regional.

Partners from all four law firms agree that a long-term structural shift in Japanese business-making patterns is underway – necessitating a regional growth strategy by the Japanese law firms to capture client workflows for the future.

“There is tremendous growth in Japanese outbound M&A,” said Nishimura attorney Stephen Bohrer. “We’ve been riding that tide – we’ve formed a practice group to work with Japanese clients as they go overseas.”

According to MHM partner and head of China and Asia practice Takuya Eguchi, there has been tremendous growth in Japanese M&A in Asia, with half of his workload now relating to Thailand, Vietnam, India and Indonesia. “Two years ago, I used to deal mainly with China matters – 80% in fact. Currently, 50% of my matters relate to other Asian countries. This is why I believe our firm has made a big commitment to Asian businesses,” Eguchi said.

Last year, MHM seconded a lawyer to Thailand’s Chandler & Thong Ek. This year, lawyers have been seconded

to Singapore’s Rajah & Tann and to an undisclosed firm in Hong Kong.

Some lawyers have attributed the structural shifts in pattern to the inflexible labour laws in Japan which makes cost-cutting and restructuring difficult in Japan, prompting many to move their operations overseas.

“Labour is protected in Japan and there is no flexibility in cost cutting or cost reduction. In addition, operations are damaged in the Japanese industry. The market is also shrinking with an ageing population. So everyone is moving out of Japan to find a new frontier. The new frontier was China five to six years ago. But now China has matured, so we are moving into India and into other parts of South-East Asia,” Anderson Mori partner Tsutomu Miyano said.

Earlier this year, Nishimura launched Beijing and Ho Chi Minh offices in June and September, respectively; the Ho Chi Minh office is the first Japanese permanent presence in South-East Asia. “We are fully aware of this trend, and we are capitalising on it. We foresee this structural shift to take place in the months ahead,” Bohrer said. “I do believe that Japanese companies will be interested in capitalising and investing in South-East Asia or the Asia-Pacific; there will always be strong ties with Europe and the US, but we see that we can add greater value in these burgeoning markets where the legal

systems are not as developed and the connections are new.”

According to Miyano, Anderson Mori has not ruled out opening an office in South-East Asia and it is something that is up for consideration in the future. “South-East Asia is a hotspot that a lot of Japanese firms are moving towards but we think it’s too early to open an office there for now; but we are quite keen to expand our network to the Asian region including India, Malaysia, Singapore and Hong Kong,” Miyano said. “Establishing a new branch is a big investment and is something we will consider very carefully.”

In the past 12 months, Anderson Mori has seconded associates to J Sagar & Associates in India, Zaid Ibrahim & Co in Malaysia and Kim & Chang in Korea.

Nagashima, meanwhile, recently announced a strategic collaborative core alliance with Australian firm Allens Arthur Robinson to work closely together and utilise Allen’s regional reach through its 11 offices in Asia.

“These days Japanese companies are seeking to expand operations into Asia, especially into South-East Asia, and because Allens has 11 offices in Asia, we

“IdobelievethatJapanesecompanieswillbeinterestedincapitalisingandinvestinginSouth-EastAsiaorAsia-Pacific”STEPHENBOHRER,NISHIMURA&ASAHI

think it’s worth entering into an offshore core alliance relationship with Allens,” Nagashima partner Jiro Mikami said.

At present, Nagashima has seconded a senior associate to the Jakarta office with plans to second two extra lawyers to Ho Chi Minh and Bangkok next year. “Japanese companies are seeking to expand their operations in Asia and that movement is accelerating these days,” Mikami said.

According to Mikami, the firm foresees growth in litigation and arbitration, infrastructure projects and corporate, including M&A work from the region. ALB

NEws >>


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Shin & Kim

Shin&KimlaunchesfirstKoreanpracticeinLatinAmericawithnewhireFollowing the hire of veteran attorney David Yang, Shin & Kim has launched a specialist team for the Latin American region – a first for Korean law firms.

In addition to Yang, the Latin America practice group will include the former Minister of Commerce, Industry and Energy of Korea, Yung Ju Kim, other attorneys Young Woo Lee, Byung Tae Kim and foreign legal consultant Benjamin Hughes.

According to Hughes, the firm is currently engaged in high-volumes of outbound investments from Korean companies and hopes to capture investment flows going into Latin America – bidding in particular for energy, infrastructure, construction and investment projects.

► lATerAl HIreSname leaving going to Practice locationDevidas Banerji Clifford Chance

(Singapore)Khaitan & Co Banking & finance India

Junko Shiokawa Soga Uryu Itoga Conyers Dill & Pearman Banking & finance Hong Kong

George Booth Simmons & Simmons Clyde & Co Corporate, project finance Abu Dhabi

Rebecca Kelly DLA Piper Clyde & Co Compliance, dispute resolution

Dubai

Mary Allan SNR Denton Curtis Energy & utilities, project finance

Oman

Kenjiro Yamaguchi

Soga Uryu & Itoga Mori Hamada & Matsumoto Chinese law Japan

Dieter Yih Mallesons Stephen Jaques

Milbank Corporate finance, capital markets

Hong Kong

Tim Dobson Allen & Overy DLA Piper Corporate, cross-border transactions

Bangkok

Jeremy Miocevic Hadef & Partners Curtis Mallet-Prevost, Colt & Mosle M&A, private equity Dubai

► reloCATIonSname firm from To Practice Emerson Holmes Nabarro London Singapore Head of Singapore office

(Construction)

Daniel Rogers King & Spalding Houston, Texas Singapore International transactions

Drew Dutton Debevoise Paris Hong Kong Banking & finance

Anna Tipping Norton Rose London Singapore Insurance

appointMents

► ProMoTIonSname firm Promotion Practice locationGuy Spooner SIAC Board of directors Arbitration, dispute resolution Singapore

Lee Eng Beng Rajah & Tann Managing partner Head of firm Singapore

Sudaresh Menon Singapore government Attorney General of Singapore

Legal policies Singapore

Baldwin Cheng White & Case Partner Banking & finance Beijing

Yuji Ogiwara White & Case Partner Commercial litigation Tokyo

Charlie Wilson White & Case Partner M&A Singapore

Prior to joining Shin & Kim, Yang was employed with Yoon Yang Kim Shin & Yu for a year. Yang spent 11 years based in Buenos Aires, Argentina with Allende & Brea, where his practice focused on cross-border investments, mergers & acquisitions, general corporate transactions, and international litigation and arbitration.

Yang graduated from the University of Buenos Aires School of Law and received a Masters in Laws degree from the University of Virginia. He is trilingual in Korean, Spanish and English with a good understanding of Portuguese.

Hadef & Partners Curtis, Mallet-Prevost

CurtisbringsonsecondGulfpartnerinaweekOnly days after announcing the hire of Mary Allen from SNR Denton in Oman, US firm Curtis Mallet-Prevost, Colt & Mosle (Curtis) has added another partner to its Middle East practice. Jeremy Miocevic, an M&A and private equity (PE) practitioner, joins the firm’s Dubai office from Hadef & Partners.

david Yang

news in brief>>HONGKONGIPOFORBOSHIWAThe surge in the Hong Kong capital markets continues with the US$320m initial public listing of Shanghai-based children’s product manufacturer, Boshiwa International, on the main board of the Hong Kong Stock exchange.

According to Orrick lead partner Edwin Luk, the firm expects to see a strong pipeline of continued growth in this area. “This is one of the most sought-after deals in the Chinese consumer industry and its success highlights the strength of investor appetite in Hong Kong and globally for Chinese companies with good growth potential,” Luk said. “As the markets continue to improve, we expect to see more Chinese companies with similar profiles to Boshiwa, which is private equity invested and in the Chinese consumer industry, tap the capital markets in Hong Kong.”

PHILIPPINESPOWERSTATIONSSALESicangco, Herbert Smith, ACCRA Law and Bakers have acted on the sale of BG Group’s indirectly held 40% stake in the Santa Rita and San Lorenzo natural gas-fired power plants in the Philippines to Korea Electric Power Corporation (KEPCO) for a net consideration of US$400m.

BG Group, a longstanding client of Herbert Smith, penned a sale and purchase agreement with KEPCO on 29 September 2010. The plants are located in Batangas, on the island of Luzon, 80 kilometres south of Manila.

OFFSHOREFIRMSHELPUNEARTHHISTORICHONGKONGIPOMaples and Calder, Richards Butler in association with Reed Smith, Reed Smith and King & Wood have all won mandates to advise on the Hong Kong IPO of Mongolian miner Winsway. The offering, which is expected to raise as much as US$661m for the coking coal producer, will mark the first time that a British Virgin Islands-incorporated company has listed on the HKSE since rules allowing them to do were introduced in late 2009.

“The listing of Winsway demonstrates the streamlined listing process for BVI-incorporated companies, which has helped increase the attractiveness of a Hong Kong listing as the exit strategy for investors, in particular, for private equity,” Maples lead partner John Trehey said.

NEws >>


Norton Rose

Miocevic’s practice includes counselling some of the region’s largest investment banks and PE houses on their activities across a range of sectors, including logistics, food & beverage, media, retail and financial services.

He also has extensive experience in-house, having served as group legal counsel for Ricardo Plc, a global automotive engineering consultancy, and as sole counsel at Kinsford Development, a UK-owned boutique venture capital company.

Miocevic is Curtis’s seventh partner in the Middle East and the third in its Dubai office.

Simmons & Simmons Clyde & Co

Simmons&SimmonslosespartnerinMEprojectspracticeSimmons & Simmons has lost veteran partner George Booth to Clyde & Co. In his six-year tenure at the firm’s Abu Dhabi office, Booth has headed both its corporate and projects practice groups at various times.

In his new role with Clydes, Booth will focus on transactional work in the energy and infrastructure sectors – with particular focus on inward and outward investment and government-originated work throughout the Middle East region, India and other emerging markets.

Prior to working in private practice, Booth was legal counsel at Halliburton KBR – one of the world’s largest engineering energy service companies. During his three years there, he was responsible for its legal affairs across a number of jurisdictions including the UK, Norway, North Africa and central and southern Europe.

Booth will be based out of Clyde’s Abu Dhabi and London offices, servicing the firm’s UAE and international clients within his practice area.

SIAC

SIACappointsNortonRosepartnertoboardNorton Rose dispute resolution partner Guy Spooner has been appointed to the Singapore International Arbitration Centre (SIAC) board of directors, effective 1 October 2010.

Spooner, who heads Norton Rose’s Asia international arbitration and dispute resolution practice group, will step down as a director of Maxwell Chambers – a position he has held since November 2008 – to join the board of the SIAC.

Spooner specialises in litigation and arbitration, with a particular focus on shipbuilding, energy, international trade, commodity, insurance, infrastructure and transportation disputes. He spearheaded Norton Rose’s arbitration practice in Asia and has practiced arbitration in London, Hong Kong and Singapore for the past 11 years.

Spooner is qualified to practice in England, Hong Kong and Australia.

NortonRosebringsonnewAsiainsuranceheadNorton Rose is beefing up its Asia-Pacific insurance by relocating London corporate partner Anna Tipping to head the Singapore-based practice.

Tipping, formerly with Linklaters, built her practice in the insurance arena in both the life and general sectors of the market. She has led both capital markets and structured finance transactions as well as M&A, and has also covered regulatory advice, distribution arrangements, corporate insurance programs, reinsurance and general commercial transactions.

According to Tipping, Asia-Pacific is a significant region for growth for the insurance industry. Singapore is an important financial hub and a bridge to the firm’s insurance business in Europe and the Middle East.

Mallesons Millbank

MilbankjumpsonIPObandwagonwithnewHKheadMilbank has poached Mallesons Stephen Jacques partner Dieter Yih (who is also the vice-president of the Law Society of Hong Kong) to capitalise on the IPO listings boom in Hong Kong and benefit from strong deal activity in mainland China.

Milbank chairman Mel Immergut said the Hong Kong expansion is in direct response to the surge in capital markets and M&A activity.“We are expanding our capabilities in response to the sustained growth of international capital markets and M&A activity in Hong Kong law,” Immergut said. guy spooner

► SIAC BoArd of dIreCTorS (effeCTIVe 1 oCToBer 2010)

Michael Pryles

Chairman Independent Australia

Cavinder Bull SC

deputy Chairman

drew & napier Singapore

judith gill qC

Member Allen & overy UK

Pierre-yves gunter

Member Python & Peter Switzerland

Chelva rajah SC

Member Tan, rajah & Cheah

Singapore

david rivkin Member debevoise & Plimpton

US

john Savage Member King & Spalding

Singapore

Pallavi Shroff Member Amarchand & Mangaldas

India

guy Spooner Member norton rose Singapore

Byung Chol yoon

Member Kim & Chang Korea

anna Tipping

Yih has worked alongside Milbank on deals over a number of years – including the current US$651m IPO listing of Mongolian Mining on the Hong Kong Stock Exchange – and will join the firm’s US partnership in January 2011. He will join the Hong Kong partnership when it is established later in that year.

Yih’s practice focuses on capital markets, corporate finance and mergers and acquisitions in Hong Kong and mainland China. In addition to his role as vice-president of the Law Society of Hong Kong, he also chairs the Society’s Standing Committee on Standards and Development and the Legal Education Committee. He is fluent in English, Cantonese and Mandarin.

Debevoise & Plimpton

DebevoisebeefsupAsiapracticewithkeypartnerrelocationDebevoise & Plimpton partner Drew Dutton will relocate to Hong Kong from Paris, in a strategic move to expand the firm’s financial services and transactional private equity platforms in Hong Kong.

Dutton will focus his practice on domestic and international transactions throughout Asia, advising both Asian entities and international parties interested in investing in the region. He will also lead transactional matters for the firm’s PE clients, including both M&A and capital markets work.

Dutton is proficient in Mandarin and fluent in English, French and German. Most recently, he worked extensively with American International Group (AIG), representing the company on several Asian-focused deals, including the proposed sale of its Asia life insurance unit American International Assurance (AIA), and its Taiwan-based life insurance unit, Nan Shan.

White & Case

White&CasenamesnewpartnersinAsiaWhite & Case has promoted three lawyers to partnership in Tokyo, Singapore and Beijing, effective 1 January 2011. English-qualified lawyer Charlie Wilson has been named a partner in the firm’s merger & acquisitions practice. Based in Singapore, Wilson has worked in South-East Asia for 12 years and focuses on private equity and structured finance and public-private M&A transactions.

Tokyo-based attorney (bengoshi) Yuji Ogiwara has been appointed as partner of the firm’s commercial litigation practice. He focuses on commercial disputes and employment matters. Hong Kong and English qualified lawyer Baldwin Cheng has been named a partner in the firm’s banking practice.

dieter Yih

Charlie wilson

24

NEws | regional update >>


chinapaul Weiss

philippinessycip salazar hernandez & gatmaitan

Reg

ional

updat

es

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

singaporeloo & partners

the government has highlighted its focus on public-private partnerships (or PPPs) as a means of addressing the country’s needs.

there is no Philippine law that pigeonholes PPPs into a strict definition.

philippines

philippines focuses on infrastructure projects

the notice also eliminates procedures that previously raised concerns about the enforceability of security granted by PRC banks to foreign parties: Security for non-financial obligations (e.g., performance bonds) is no longer limited to a quota granted by SaFe; banks may now freely grant such security without limitation on the amount. If a guarantee provided by a Chinese bank is called, the bank may make payment without going through any SaFe procedure. however, this relaxation only applies to security provided by banks, and not if the security provider is another type of financial institution or an enterprise Security Provider.

Foreign trade creditors will also welcome that security for non-financial obligations no longer needs to be capped at an amount determined in advance, at the time the security is approved by or filed with SaFe. now, the guarantee may cover all liabilities under the underlying contract in the amount that will be determined after a default occurs.

Written by Hans-Günther Herrmann, Counsel Qi Xu, China law consultantPaul, Weiss, Rifkind, Wharton & Garrison

hong Kong Club Building, 12th Floor 3a Chater Road, Central, hong Kong email: [email protected] Ph: (852) 2846-0300

on July 30, 2010, the State administration of Foreign exchange (“SaFe”) promulgated the notice on the administration of Security by domestic Institutions to Foreign Parties (the “notice”), which came into effect on the same date. the notice fundamentally changes the conditions and approvals for Chinese banks, non-bank financial institutions and other entities providing security to foreign parties. while the notice is an important change to PRC banking law, this article focus on the advantages that the notice brings to foreign companies seeking credit enhancement or performance security from Chinese counterparties.

For PRC banks to guarantee financial indebtedness and other liabilities, it is no longer required that the client satisfy ratio or profitability requirements. For guarantees by Chinese non-bank financial institutions, the requirements have been relaxed: it is sufficient that the debtor has net assets higher than zero and (with some exceptions) that one of the last three financial years was profitable.

as before, a security provider that is not a financial institution (an “enterprise Security Provider”) may only grant security for its own or its subsidiaries’ obligations, but now indirect subsidiaries are also covered, and the proportion of the debtor’s foreign debt which the enterprise Security Provider may guarantee is no longer limited pro rata to the enterprise Security Provider’s equity interest in the debtor. the enterprise Security Provider must satisfy the same financial ratios as under the previous regime (net assets in principle not less than 15% of total assets, and foreign security not more than 50% of net assets).

china

security for Foreign debt Made easier

NEws | regional update >>


its latest tax returns, together with confirmation by the revenue authority that such party has no outstanding tax liability. the government may suspend payments to delinquent taxpayers.

hopefully the new administration will be successful in its attempts to drum up activity in the PPP sector.

Written ByPhilbert E. Varona, Partner

Philbert e. Varona SyCip Salazar hernandez & Gatmaitan 3rd Floor, SyCip Law Center 105 Paseo de Roxas, 1226 Makati City Philippinest (+63 2) 982 3500; 982 3600; 982 3700 F (+63 2) 817 3896; 817 3567; 817 3145e [email protected]

the Singapore exchange (SGX) has announced that its new board, GlobalQuote, which it has set up in collaboration with naSdaQ oMX Group Inc., will begin operation on 22 october 2010 with american depository Receipts (adRs) of 19 major asian companies. of these 19 companies, 9 are currently trading their adRs in the US while the other 10 have listings in hong Kong.

GlobalQuote has been positioned as a platform to link up market participants across both SGX and naSdaQ trading pools, enabling the general investors to trade the securities of some of the most exciting companies in asia, namely Baidu InC, Ctrip.com International, Changyou.com Ltd, home Inns & hotels Management, netease.com InC, Shanda Interactive, Suntech Power holdings, trina Solar Ltd, aluminum Corporations of China, China eastern airlines, China Mobile Ltd, China Southern airlines Co.,

singapore exchange launches adrs, brings

us-listed asian companies to asia

singapore

Ltd, China telecom Corporations, China Unicom hong Kong, huaneng Power International, InC, Petrochina Co., Ltd, Sinopec Shanghai, and yanzhou Coal Mining.

It is also SGX’s intention to extend its adRs platform to other countries in the region, such as Korea, taiwan and India, if adRs trading during asian trading hours proves popular with investors.

SGX, asia’s second-largest bourse in terms of market capitalisation, has been perceived to lose out to hong Kong in attracting listings by large Chinese companies. thus, SGX is aggressively seeking opportunities to position itself as an asian Gateway for international issuers and investors as exchanges around the region compete against each other to list blue chips on their respective exchanges. the adRs offering appears to be the latest attempt by SGX to boost trading volumes and liquidity.

It is believed that the adRs offering creates a great potential and offers new opportunities to both investors and US-listed companies. the investors can act quickly on information and news-flow on major asian companies, while the US-listed companies can increase their exposure amongst the asian-Pacific investor community by giving them access to the relevant companies within local trading hours.

any reader, who is interested to learn more about the above, may wish to access the relevant website (http://www.sgx.com/wps/wcm/connect/cp_en/site/press_room/news_releases/singapore+exchange+launches+adrs+brings+us+listed+asian+companies+to+asia?presentationtemplate=design_lib/Pt_Printer_Friendly). Written by Ms Ng Siao Hui and Ms Angela Sigrid J. Along

By ng Siao huiCorporate Finance executivePh: (65) 6322-2285Fax: (65) 6534-0833e-mail: [email protected]

and

By Ms angela Sigrid J. along Foreign CounselPh: (65) 6322-2254Fax: (65) 6534-0833email: [email protected] Loo & Partners LLP 16 Gemmill Lane Singapore 069254

the common rule is that subject to a few exceptions, the government cannot enter into a PPP contract without public bidding.

Some relevant Philippine laws and regulations are:• executive order no. 423 – this consolidates the approval procedures for all government contracts. except for contracts which require Presidential approval, the head of a government entity has full authority to enter into contracts on behalf of such entity. an exemption from public bidding generally requires prior clearance from the national economic and development authority and the Government Procurement Policy Board. • the Build-operate-transfer (Bot) Law – this statute applies to projects that are normally financed and operated by the government but which will be wholly or partly financed, constructed and operated by the private sector under any of the contractual arrangements recognized by the Bot Law.

If the Bot project counterparty is a local government unit, the requirements of the Local Government Code must also be observed. there is also a separate set of regulations applicable to information technology projects sought to be implemented under the Bot Law.• the Government Procurement Reform act (GPRa) – this statute aims to ensure transparency in all areas of procurement. Projects not implemented through any of the structures recognized by the Bot Law must comply with the GPRa. • neda Guidelines for entering into Joint Ventures – these guidelines encourage the pooling of resources between the government and the private sector. the guidelines authorize both corporate joint ventures and contractual joint ventures. • there are also statutes applicable to the exploitation, development or utilization of natural resources. these include the Mining act for minerals in general, the oil exploration and development act for petroleum, crude oil, and natural gas, Presidential decree no. 1442, for geothermal resources, and executive order no. 462, for ocean, solar and wind power. the Renewable energy act also provides incentives for renewable energy projects. • tax regulations provide that before a party may enter into a government contract, it must submit copies of

pROfIlE | managing partner >>

26 asian legal business issue 10.11

pROfIlE | managing partner series >>


traditional law firms refer to it simply as “the aggregator”. They call it a loose collective of individual law firms united by

a website and an ASX listing. A parent company which owns, but does not necessarily operate, law firms. So how exactly does one describe Integrated Legal Holdings? Is it a law firm or a holding company?

Managing director Graeme Fowler has his views, but ultimately he’s not sure the question is worth pondering. “We call it a law firm but I’m not sure it matters,” he says. “What we do is provide legal services to clients. To me that classifies us as a law firm, but it doesn’t really bother us. It seems to bother other people, but I’m not sure why. There are other examples of national firms that are more like federations than partnerships – is this any different?”

Fowler is an accountant by trade, a background which he says is a good grounding for running a business. “Accounting is a good discipline for

running anything,” he says. “In a lot of ways it’s better that I’m not a lawyer. It means something I can bring something different and I’m not caught up in the old ideas of how to run law businesses.”

The whK inspirationAccounting runs in the veins of ILH in more ways than one. The firm’s structure was inspired in part by accounting aggregator WHK, which is currently the fifth largest accounting firm in Australia. It is easy to see the parallels between ILH and WHK – both are comprised of mid-market specialist member firms, with a cultural emphasis on allowing each firm to operate autonomously. In both models there is a conspicuous lack of centralised control and no attempt to force a “top-down” transition on issues such as branding. WHK member firms did eventually choose to adopt the WHK brand, but of their own volition. It’s a similar approach which will be taken at ILH. “Now that’s important,” says Fowler. “The firms are in a better decision to

Graeme Fowler, Integrated Legal Holdings

Integrated fortunes

alb/aderant 2010 managing partnerS SerieS

one of only two publicly listed law firms in the world, Integrated Legal holdings was also one of the asia Pacific’s fastest-growing in 2009. Managing director, Graeme Fowler, explains why mid-market specialist firms will eventually take on the top commercial firms in scale and revenue.

► InTegrATed legAl HoldIngS – qUICK fACTS

Partners: 17lawyers: 55revenues fy2010: A$24m

revenue growth fy2010: 41%fee earner growth fy2010: 19%

pROfIlE | managing partner series >>


decide whether the brand is going to add value to their business. Absolutely we might end up under one brand. But if it does happen, it’s not going to be a top down decision.”

But in the short term, Fowler cannot see the benefit of applying the ILH brand across member firms. “What we’ve done here is gone out and bought these businesses,” he says. “They’re strong businesses and they have their own positioning in the market – why would we bugger that up by changing the brand?”

Fowler says that WHK has distinguished itself by being one of the few professional service firm aggregators to have been successful. “If you look at accounting aggregators in US and England, most if not all of them have been spectacularly unsuccessful - WHK is probably the only successful one in the world,” he says. Fowler has spent considerable time studying aggregator models at home and abroad and has identified three common mistakes made by aggregators. “One, they paid too much for the businesses upfront,” he comments. “Two, remuneration was not on a performance basis. And most importantly, they centralised everything rather than leaving the businesses in the hands of those that were running it well.” It is a lesson he has taken to heart at ILH. “We do not centralise anything, we do not take management control of those businesses,” he says. “We buy businesses that are well managed and expect them to continue running them themselves.”

growth strategyILH achieved 41% revenue growth for FY2010, in a year where Fowler says there were no acquisitions. “Last year’s growth was all organic,” he says. “We did a fair bit of acquisition in 2009 so we wanted to consolidate that.”

The ultimate plan is for the group to expand to about 15 to 20 member firms, which could conceivable see the group crossing the A$400m revenue mark and entering into the kind of turnover figures usually associated with large corporate law firms. But unlike the large firms, ILH is dealing with a space where there is a notable absence of major competition. Fowler estimates that there are about 250 potential member firms which might fit the ILH

“I don’t think we’ve proven the critics wrong yet. Things are going well but there’s a lot more for us to do and we are confident that we are going to be very successful.”

Graeme Fowler Integrated Legal Holdings

criteria and he is confident that there will be no difficulty finding the right candidates. “The numbers indicate that it’s all very possible – it’s just a question of execution,” he says.

No other firms have followed Slater & Gordon and ILH down the listing path, something partially explained by the GFC, but it is likely that firms will be watching the progress of ILH very carefully with a view to canvassing their own options. Also watching the firm’s progress will be the more conservative elements of the profession who bitterly opposed the idea of a law firm float. “I don’t think we’ve proven the critics wrong yet,” says Fowler, “Things are going well but there’s a lot more for us to do and we are confident that we are going to be very successful.”

Target firmsFowler says that medium sized firms are extremely constrained in their growth options.“It’s very hard for medium size law firms to grow,” he says. “It’s hard for them to get capital. Generally these partners will end up with mortgages over their own properties, and all sorts of financial risks that they’ve absorbed – so where do they get more capital from? It’s very hard for them to continue to grow – and that includes by acquisition. What we provide is an opportunity for them to realise their growth aspirations. We provide the capital to support that growth.”

ILH is targeting firms in the SME and private client space with a A$3m to A$8m turnover and a broad commercial offering. “Usually these firms will also have something else – for example, in the case of Argyle they had a large financial services business. Then we add other services such as tax litigation, tax advice,” he says. “Many law firms around this size have traditionally been very transaction focussed. We are trying to get more of a relationship focus with our client base.”

The key, however, is cultural fit and a commitment to above-market growth. “If people just want to come in and coast along, it’s the wrong environment,” says Fowler, “As a listed company, we have a need to grow and as a result each of the businesses have pretty significant growth targets on an annual basis –over 15% - and anyone that comes in needs to be aligned to that.” ALB

http://www.aderant.com

EVENTs | China Law Awards >>EVENTs | Hong Kong Law Awards 2010 >>


For the share markets, corporate earnings and most other indicators of economic activity, 2009 and the first part of 2010 were clearly

a period of highs and lows. But law firms and lawyers from Hong Kong,

Even in these trying circumstances, the big deals – the groundbreaking M&As, momentous capital market deals and project finance transactions – did not completely ground to a halt. Through a total of 35 award categories, the accolades handed out in the Hong Kong Law Awards for deals struck in a tight market and for firms and lawyers who have excelled in the period are sure to be celebrated, and so they should be.

In attendance at the event were many of the shining lights not only of the Hong Kong legal community but also from the leading investment banks, big accountancy firms and our friends from other jurisdictions – Korea, Taiwan and the PRC. It is only fitting that as transactional levels in Korea and Taiwan have, during this period, defied the global downturn, that lawyers and firms there should be acknowledged for their part on some of the best and most complex deals seen in this period. Hence, for the first time ever in the Awards, we have included both a Korea and Taiwan Deal of the Year category.

Let’s not forget that each and every finalist has more than earned the right to be considered among the leaders in this field. Finally, thanks from the whole ALB editorial team across Asia to our sponsors, the many organisations and people who helped with this year’s research. ALB

► deAl AwArdS CATegorIeSAward WinnerDebt Market of the Year PRC GOVERNMENT RMB

BONDSEquity Market Deal of the Year CHINA MERCHANTS BANK

RIGHTS OFFERINGThomson Reuters Westlaw Business Award M&A Deal of the Year

MITSUI & CO- TPV TECHONOLOGY TAKEOVER BID

Project Finance Deal of the Year GUANGZHOU- SHENZHEN- HONG KONG EXPRESS RAIL LINK

Korea Deal of the Year EBAY- GMARKET ACQUISITIONTaiwan Deal of the Year KGI SECURITIES GDS OFFERING

AND TAISHIN ACQUISITION

► In-HoUSe AwArdS CATegorIeSAward WinnerBanking & Financial Services In-House Team of the Year

JOINT WINNERS: Citi; HSBC

Pinsent Masons Award Construction In-House Team of the Year

MTRC

Hong Kong Corporate Counsel Association Award Insurance In-House Team of the Year

AIA

Lewis Sanders Award Investment Bank in-House Team of the Year

Morgan Stanley

Paul, Weiss Award IT/Telecoms In-House Team of the Year

Alibaba

Paul, Weiss Award Media & Entertainment In-House Team of the Year

PCCW

Real Estate In-House Team of the Year

Hongkong Land

Holman Fenwick Willan Award Shipping In-House Team of the Year

Noble Group

The Macallan 1824 Collection Award Hong Kong In-House Lawyer of the Year

Kit Wilson - JPMorgan

► fIrM AwArdS CATegorIeSAward WinnerBoutique/Specialist Law Firm of the Year

Charltons

Criminal Law Firm of the Year HaldanesBDO Limited Award Matrimonial Law Firm of the Year

Hampton Winter & Glynn

Merrill Legal Solutions Award Construction Law Firm of the Year

Pinsent Masons

Merrill Legal Solutions Award Dispute Resolution Law Firm of the Year

Herbert Smith

Employment Law Firm of the Year

Simmons & Simmons

Insolvency & Restructuring Law Firm of the Year

Allen & Overy

Insurance Law Firm of the Year Mayer Brown JSMIntellectual Property Law Firm of the Year

Bird & Bird

Investment Funds Law Firm of the Year

Clifford Chance

IT/Telecoms Law Firm of the Year JOINT WINNERS: Freshfields; Paul, Weiss

Real Estate Law Firm of the Year Mayer Brown JSMShipping Law Firm of the Year Holman Fenwick WillanAzureTrustees Ltd Award Tax & Trusts Law Firm of the Year

Baker & McKenzie

Offshore Law Firm of the Year Conyers Dill & PearmanSchool of Law, City University of Hong Kong Award PRC Firm, Hong Kong Office of the Year

King & Wood

Zensho Award Korea Deal Firm of the Year

Kim & Chang

Taiwan Deal Firm of the Year Lee and LiManaging Partner of the Year Poh Lee Tan - Baker &

McKenzieThe Macallan Fine Oak Single Malt Scotch Whisky Award Hong Kong Law Firm of the Year

Linklaters

www.albawards.com

EVENTs | Hong Kong Law Awards 2010 >>

geOrge waLMsLeY Regional managing editor aLB magazines

Taiwan and Korea weathered the storm. Law firms of all shapes, sizes and practices had their mettle tested, but owing to their flexibility, innovativeness and business acumen, emerged stronger and wiser.



deals of the yearDebt Market

Deal of the Yearwinner

► PrC goVernMenT rMB BondS

L-R: Hyung Jung Ahn, Linklaters; Scott D. Peterman, Sidley Austin

firms:Haiwen&Partners;Linklaters;SidleyAustinBanks: Bank of China; Bank of Communications

Why:• Deal was the first time that the PRC is offering RMB-

denominated debt securities outside Mainland China, and is also China’s first offshore bond issue since 2004

• Deal represents a significant step in the development of Hong Kong as the offshore RMB settlement centre for the PRC and saw the first time in nearly twenty years that the rarely used “dealer exemption” was invoked meaning that the offer documents issued by the sovereign do not require authorisation by local regulators and a much shortened launch timetable can be achieved

FinaLisTs

• BAnK of eAST ASIA rMB Bond ISSUe• HSBC rMB Bond ISSUe• HUTCHISon wHAMPoA Bond ISSUe• SIno foreST exCHAnge offer And ConSenT

SolICITATIon• THe lInK reIT MedIUM TerM noTe ProgrAM & ClUB

loAn fACIlITy

equitY Market Deal of the Year

winner

► CHInA MerCHAnTS BAnK rIgHTS offerIng

L-R: Yi Wang, Jun He; Kit Wilson, JPMorgan; Lin Shi, Bank of America Merrill Lynch; Jacob Turner, Citi; Michael R Withington, Herbert Smith

Ng Kay Ian, Freshfields

firms:Commerce&Finance;DavisPolk&Wardwell;Freshfields;HerbertSmith;JunHeBanks: Bank of America Merrill Lynch; BNP Paribas; CICC; Citi; JPMorgan; UBS

Why:• US$3.2bn deal was the first global rights offering by a

Chinese bank and the first rights offering by a Chinese company which was made available to US investors

• Deal expected to be a precedent-setting deal because procedures for conducting a rights offering to qualifying U.S. shareholders through a private placement as part of an A+H share rights offering was laid out

• Deal itself was a complex one consisting of multiple

offerings: in China (to A-share investors), in Hong Kong and to international investors, including those in the US

FinaLisTs

• BBMg IPo• CHInA MInSHeng BAnK IPo• MeTAllUrgICAl CorPorATIon of CHInA A + H lISTIng• rUSAl IPo• SAndS CHInA SPIn-off And Hong Kong lISTIng• SHenglI oIl & gAS PIPe HoldIngS lIMITed IPo• SInoPHArM groUP IPo• wynn MACAU IPo

thoMson reuters WestlaW business aWarD

M&a Deal of the Yearwinner

► MITSUI & Co- TPV TeCHonology TAKeoVer BId

L-R: Klaus Pfeifer, Thomson Reuters Hong Kong Ltd; Rebecca Peckham, Morgan Stanley; Nicholas Norris, Skadden; Judy Lee, Appleby; Andrew

Whan, Clifford Chance; Virginia M. Tam, Jones Day

firms:Appleby;CliffordChance;HerbertSmith;JonesDay;Linklaters;Skadden;SlaughterandMayBanks: CICC; Morgan Stanley

Why:• Deal saw Mitsui & Co., Ltd. launch an innovative PIPE

investment in and consortium takeover bid for Hong Kong-listed TPV Technology Ltd., the world’s largest contract LCD maker

• Mitsui’s proposed 10 per cent PIPE investment in TPV

EVENTs | Hong Kong Law Awards 2010 >>



Technology Ltd. came as TPV’s existing shareholder, China Electronics Corporation (CEC), completed a block trade to buy a further 9.75 per cent stake from global electronics company Philips NV

• CEC’s increased stake triggers a mandatory takeover offer under the Hong Kong Takeovers Code, which will be undertaken on an agreed consortium basis with Mitsui. Together, the three elements of the transaction - the PIPE deal, the block trade and the takeover - are valued at over US$1bn

FinaLisTs

• CHInA UnICoM- SK TeleCoM SHAre rePUrCHASe• loTTe SHoPPIng- TIMeS lTd ACqUISITIon And

PrIVATISATIon• MIng An HoldIngS PrIVATISATIon • STAndArd CoSMoS- nATUrAl BeAUTy BIo TeCHnology

lTd ACqUISITIon• TTM- MeAdVIlle Merger • VeolIA TrAnSPorT- Hong Kong TrAMwAyS ACqUISITIon

Project finance Deal of the Year

winner

► gUAngzHoU- SHenzHen- Hong Kong exPreSS rAIl lInK

Gillian Meller, MTRC

firm:SlaughterandMayAccountant: KPMG

Why:• Deal involved MTR Corporation Limited in relation to its

execution of an entrustment agreement with the Government of Hong Kong for the construction and commissioning of the Hong Kong section of the Guangzhou-Shenzhen-Hong Kong Express Rail Link

• Project is one of the largest public infrastructure projects ever undertaken in Hong Kong, with a total project cost estimated to be HK$66.8bn (approximately, US$8.6bn)

• All financing for the project is being provided directly by the Government of Hong Kong, which expects approximately 10,000 people to be employed during the construction phase (between 2010 and 2015)

FinaLisTs

• InCHeon InTernATIonAl AIrPorT rAIlroAd ProjeCT refInAnCIng

• PIrAeUS ConTAIner TerMInAl ProjeCT• PoSCo Power CorPorATIon MUlTI-CUrrenCy ProjeCT

fInAnCe• TAIwAn HIgH SPeed rAIl CorPorATIon refInAnCIng

korea Deal of the Year

winner

► eBAy- gMArKeT ACqUISITIon

L-R: Alex Yang; Young-Jay Ro, Kim & Chang; Tongeun Kim; Hee-Gang Shin, Bae Kim & Lee; James Bidlake, Morgan Stanley; Peter Siembab,

Nomura

firms:Bae,Kim&Lee;CooleyGodwardKronish;DLAPiper;HwangMokPark;Kim&Chang;O’Melveny&Myers;Orrick,Herrington&Sutcliffe;PillsburyWinthropShawPittman;WilsonSonsiniGoodrich&RosatiBanks: Cowen & Company; Morgan Stanley; Nomura

Why:• Deal was a complex business combination transaction that

was structured to allow eBay Inc. to acquire a controlling interest in Gmarket and combine eBay’s Korean Internet auction operations with Gmarket

• As part of the transaction, eBay’s subsidiary has entered into tender agreements with the holders of more than 50% of Gmarket’s outstanding shares

• Deal represents only the second tender offer made by a US company to acquire an unrelated Korean company and the first acquisition of a Korean company listed solely on the US stock market

FinaLisTs

• HAnjIn SHIPPIng THree-TrAnCHe Bond ISSUe• KKr/AffInITy- orIenTAl BrewerIeS ACqUISITIon• KooKMIn BAnK CoVered BondS ISSUe • KoreA lIfe InSUrAnCe IPo• lg HoUSeHold & HeAlTHCAre CoMPAny- THe fACeSHoP

ACqUISITIon• SK TeleCoM ConVerTIBle Bond offerIng• Tong yAng lIfe InSUrAnCe IPo

taiWan Deal of the Year

winner

► KgI SeCUrITIeS gdS offerIng And TAISHIn ACqUISITIon

firms:DavisPolk&Wardwell;LeeandLiBank: Morgan StanleyAccountant: Ernst & Young

Why:• Landmark deal saw KGI offer 33,500,000 Global Depositary

Shares representing 670,000,000 common shares, which were admitted to Official List and to trading on the Euro MTF market of the Luxembourg Stock Exchange, to acquire Taishin Securities

• US$898m was a landmark deal which saw KGI acquire Taishin Securities (Taisec) by way of merging Taisec into KGI

• Deal was the largest Taiwan securities industry transaction in history, and the largest Taiwan M&A transaction since 2008

Benjamin Li, Lee and Li

FinaLisTs

• AIg- nAn SHAn SAle• ArrAy InC gre TAI lISTIng• CHI-MeI oPToeleCTronICS InnolUx dISPlAy Merger• SHIn Kong gdr ISSUe• THe CArlyle groUP- TAIwAn MoBIle SHAre SwAP

in-house awardsbanking & financial services

in-house teaM of the YearJOinT winners

► CITI

L-R: Ben Cooper, CML; Citi team

Why:• Unlike virtually all of the other bank/financial services

in-house teams in Asia, Citi’s in-house team covers the complete range of banking and financial services products

(from mega-capital markets transactions to consumer deposits) and the complete region (from India/Sri Lanka/Bangladesh to Australia/New Zealand at the other)

• In-house team completed multi-billion dollar transactions such as US$5.3bn Metallurgical Corporation of China IPO, US$2.5bn Sands China IPO as well as HK$2.5bn takeover by Standard Cosmos of Natural Beauty Bio-Technology

► HSBC

L-R: Ben Cooper, CML; Susan Sayers, HSBC

Why:• In-house team has been involved in seven finalist deals at

this year’s Awards, including Bank of East Asia RMB bond

issue; Hutchison Whampoa bond issue; The Link REIT Medium term Note Program & Club Loan Facility; Shengli Oil & Gas Pipe Holdings Limited IPO; Lotte Shopping-Times Ltd Acquisition and Privitisation; KKR/Affinity-Oriental Breweries Acquisition and Kookmin Bank Covered bonds issue

FinaLisTs

• ICBC• STAndArd CHArTered BAnK

Pinsent Masons aWarD construction

in-house teaM of the Yearwinner

► MTrC



L-R: MTRC team; Dean Lewis, Pinsent Masons

Why:• Led by Len Turk and David Fleming (who himself has over

20 years of experience in construction litigation), MTR’s in-house legal team has a wealth of construction and projects expertise, both domestically and internationally. Gill Meller and Rodney Chen are also highly recommended

• In-house team is currently advising the Corporation on all legal issues associated with the design and construction of six new railway lines in Hong Kong

• Furthermore, the team are continually advising the Corporation on the 3 km West Island Line project and are assisting (and managing) on any legal and/or commercial matters which arise from time to time

FinaLisTs

• drAgAgeS• Hong Kong HoUSIng AUTHorITy• PAUl y engIneerIng groUP

hong kong corPorate counsel association aWarD insurance


► AIA

Why:• In-house team has completed or worked on various

restructurings and transactions, including among others, the acquisition of its Philippines operations from an affiliate, the sale of certain investment-related companies to an affiliate, and restructurings at the indirect and parent levels involving a sale of AIA to a new direct parent, which included multiple underlying transfers and restructuring streams – all of these involved complex legal analysis and execution

• Team has also been working to align its structure with the AIA Group’s business strategies to provide even more focused support to the business units

L-R: Jasmine Karimi, Braiform Spotless Group; HKCCA; Marie-Louise Li, AIA

FinaLisTs

• ACe • Aon• AxA • CHUBB/federAl • eSSAr InSUrAnCe SerVICeS • MArSH

leWis sanDers aWarD investMent bank


► MorgAn STAnley

L-R: Morgan Stanley team; Lindsey Sanders, Lewis Sanders Legal Recruitment

Why:• Between April 2009 and March 2010 the in-house team

supported the business teams in completing 133 investment banking transactions in Asia ex-Japan – largest number amongst the peers

• The in-house team played a leading role in multiple landmark transactions such as Metallurgical Corporation of China US$5.3bn HK IPO, Sinopharm Group US$1.13bn HK IPO and China Longyuan Power Group US$2.3bn HK IPO

FinaLisTs

• BAnK of AMerICA MerrIll lynCH• BnP PArIBAS• CredIT SUISSe• deUTSCHe BAnK• goldMAn SACHS• jPMorgAn• MACqUArIe• noMUrA• UBS

http://www.bkl.co.kr



Paul, Weiss aWarD it/telecoMs in-house teaM of the Year

winner

► AlIBABA

L-R: Hans-Günther Herrmann, Paul, Weiss; Guangjie Hopton, Alibaba

Why:• Legal department is made up of a team of 60 lawyers and

support staff who service five leading internet businesses: Alibaba.com (HKSE: 1688), the leading global B2B ecommerce site; Taobao, the leading China-based B2C/C2C ecommerce site; Alipay, the leading internet payment site in China; China Yahoo!; and newly established Alibaba Cloud Computing

• Recent M&A activities include the acquisition of Hi-China Web Solutions – China’s leading independent domain registry, website management company

FinaLisTs

• ASIA SATellITe TeleCoMMUnICATIonS• CSl• deUTSCHe BAnK IT dePArTMenT• HUTCHISon TeleCoM• MICroSofT• neTAPP• noKIA SIeMenS• PCCw• TAIwAn SeMICondUCTor

Paul, Weiss aWarD MeDia & entertainMent


► PCCw

L-R: Philana Poon, PCCW; Corinna Yu, Paul, Weiss

Why:• PCCW’s in-house media and entertainment team of five

lawyers and one paralegal provides dedicated support for the TV and New Media services, delivered over multiple platforms in Hong Kong

• During 2009-10 in a challenging global environment, the in-house team continued to assist their business teams to build subscriber loyalty with key content acquisitions, service evolution and innovative enhancements, such as the delivery of now TV to PlayStation3 consoles

FinaLisTs

• HUTCHISon TeleCoM• newSCorP/STAr TV• ToM groUP

real estate in-house teaM of the Year

winner

► HongKong lAnd

L-R: Joshua Scott, ALB; David Lamb, Hongkong Land

Why:• Focusing on lease transactions to keep its commercial property

portfolio in Hong Kong and elsewhere in Asia filled with blue-chip office and retail tenants

• In-house team provides legal advice and prepares documentation relating to different aspects of the Company’s businesses and operations, like residential property, property management, project and facilities management and commercial matters relating to acquisitions, joint ventures and disposals

• In 2009-10, in-house lawyers were heavily involved in resolving the legal issues regarding their residential project “Serenade” in Tai Hang Road, Hong Kong. Issues were satisfactorily resolved, and units were handed over with stamina, creativity and team effort, working with external counsel where necessary

FinaLisTs

• CHeUng Kong• eVergrAnde• fAr eAST ConSorTIUM• Ing reAl eSTATe• jArdIne MATHeSon• SHUn TAK• SUn HUng KAI

holMan fenWick Willan aWarD shiPPing


► noBle groUP

L-R: Tim Erye; Noble Group; George Lamplough and team, Holman Fenwick Willan

Why:• Noble has a team of five lawyers based in its Hong Kong head-

quarters. There are another eight lawyers based in the UK, the US, Brazil and Argentina. The legal team supports the business units in all aspects of their shipping activities, involving both transactional and contentious matters

• Highlights of shipping-related work done by the legal team in 2009-10 include concluding and progressing transactions for the purchase and financing of one cape size and four post panama new buildings, for delivery 2009-12

FinaLisTs

• CoSCo PACIfIC• HUTCHISon PorT HoldIngS

the Macallan 1824 collection aWarD hong kong

in-house laWYer of the Yearwinner

► KIT wIlSon - jPMorgAn

L-R: Kit Wilson, JPMorgan; William Chan, Maxxium Hong Kong Ltd

Why:• Kit Wilson is the head of Legal & Compliance for JPMorgan in

Hong Kong, and is the head of capital markets legal coverage for Asia-Pacific, ex-Japan. With a team of seasoned lawyers and compliance officers, he has advised on groundbreaking transactions, products and initiatives across the region

• In addition to managing a team responsible for all regulatory inquiries and compliance matters in Hong Kong during FY2010, Kit and his capital markets team have been responsible for executing a number of significant transactions include acting as a lead left sponsor and joint global coordinator on Wynn Macau’s US$1.87bn IPO on the Hong Kong Stock Exchange

FinaLisTs

• MICHelle HUng - CoSCo PACIfIC• PATrICIA SIndel - CredIT SUISSe • KAren IP - goldMAn SACHS• KenneTH ng - HSBC • BernArdIne lAM - HUTCHISon wHAMPoA• gArreTT qUIgley - MorgAn STAnley • ClIfford leVy - noMUrA• PHIlAnA Poon - PCCw • AngelA MAK - ToM groUP

firM awardsboutique/sPecialist

laW firM of the Yearwinner

► CHArlTonSWhy:• Charltons’ corporate finance practice bounced back strongly

after the financial crisis, and the firm advised on three successful IPOs which listed in the second half of 2009

• In addition to advising on commercial and company law transactions, the firm’s securities regulatory practice has been thriving with the firm continuing to advise several large H-share companies on ongoing Hong Kong regulatory

compliance. The firm also advised on numerous successful SFC licensing applications as well as rights issues, reorganisations, backdoor listings and private equity transactions

L-R: Julia Charlton and team, Charltons; Catherine Chang, Asia Satellite Telecommunications



Great clients and Mayer Brown JSM. It’s a dynamic team that creates award-winning work.That’s the power of teamwork.

We are pleased to have been named Real Estate Law Firm of the Year Insurance Law Firm of the Year

Teamwork wins awards.

Americas | Asia | Europe | www.mayerbrownjsm.com

Global Solutions Local Strengths

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CM

MY

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CMY

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Ad_Alb 2010 HK Law Award.pdf 27/09/2010 12:40:16 PM

bDo liMiteD aWarD MatriMonial laW firM of the Year

winner

► HAMPTon wInTer & glynn

L-R: David Glynn and team, Hampton Winter & Glynn

Why:• With nearly 40 years of experience in matrimonial law and its

team of family law specialists, the firm offers a wide range of services within the family area

• In recognition of the international dynamic of Hong Kong and its people, the lawyers frequently take on cases with multi-jurisdictional issues and maintain their ability to handle such cases through their connection with the International Academy of Matrimonial Lawyers, of which two of the partners are elected fellows; Reunite, and other overseas contacts which the firm has built up over the years

Johnson Kong, BDO Limited

FinaLisTs

• BoASe CoHen & CollInS• HAldAneS• STeVenSon, wong & Co

Merrill legal solutions aWarD construction


► PInSenT MASonS

L-R: Kate Wyllie, Merrill Legal Solutions; Vincent Connor and team, Pinsent Masons

Why:• The firm has maintained its position as the number-one law

firm for large-scale, contentious and non-contentious work in the construction sector in Hong Kong and the Asia Pacific region

• The firm is the lead advisor to all the major international contractors and most of the major local contractors on their Hong Kong MTR bids

FinaLisTs

• BAKer & MCKenzIe• HogAn loVellS• MAlleSonS STePHen jAqUeS• MAyer Brown jSM• MInTer ellISon

FinaLisTs

• CHeng wong lAM & PArTnerS• gAll • So KeUng yIP & SIn• TAnner de wITT• VIVIen CHAn & Co

criMinal laW firM of the Year

winner

► HAldAneS

L-R: Felix Ng; Eric Tang; Christopher Morley; Eric Seto, Haldanes

Why:• Best-known criminal firm in Hong Kong; has specialised in this

field for approximately 30 years• Large criminal law department which includes eight partners • Involved in many high-profile criminal cases

FinaLisTs

• BoASe CoHen & CollInS• dUndonS

http://www.mayerbrownjsm.com



Merrill legal solutions aWarD DisPute resolution

laW firM of the Year winner

► HerBerT SMITH

L-R: Michael Withington, Herbert Smith; Kate Wyllie, Merrill Legal Solutions

Why:• The dispute resolution and commercial litigation lawyers act

for clients in High Court actions, cross-border litigation and international arbitrations in Hong Kong. The work includes dispute resolution expertise in projects and construction, energy, environment, contentious mergers and acquisitions, insolvency and restructuring and regulatory matters

• Over the past few years there has been exponential growth in regulatory matters, including advising investment and commercial banks on regulatory enquiries and related claims, many of which also involve litigation. Of particular note was the role played by Gavin Lewis, a senior partner in the regulatory team, in advising on the so-called ‘Lehman mini-bonds’ matters

FinaLisTs

• BAKer & MCKenzIe• ClIfford CHAnCe• deAConS• freSHfIeldS• gAll • lInKlATerS• MAlleSonS STePHen jAqUeS• orrICK, HerrIngTon & SUTClIffe

eMPloYMent laW firM of the Year

winner

► SIMMonS & SIMMonS

L-R: Fiona Loughrey and team, Simmons & Simmons; Gillian Meller, MTRC

Why:• Repeat winner in this category over a number of years• Team has worked across jurisdictions on various employment-

related issues• Fiona Loughrey, who was one of the first lawyers in Hong

Kong to specialise in employment law, has been instrumental in the creation of the Simmons HK practice

FinaLisTs

• BAKer & MCKenzIe• ClIfford CHAnCe• deAConS• lInKlATerS• MAyer Brown jSM

insolvencY & restructuring laW firM of the Year

winner

► Allen & oVery

Why:• During the past turbulent 18 months, the restructuring team

has once again demonstrated that they are a “go to” legal practice for highly complex restructuring and insolvency work This is proven by the involvement in eight out of ten of the largest restructurings in the region (according to Debtwire)

• Practice head David Kidd comes highly recommended

FinaLisTs

• BAKer & MCKenzIe• ClIfford CHAnCe• HogAn loVellS• lInKlATerS• TAnner de wITT• wHITe & CASe

insurance laW firM of the Year

winner

► MAyer Brown jSM

L-R: Andrew Bellers, Aon; Tow Lu Lim, Mayer Brown JSM

Why:• Acted as counsel for financial institutions professional

indemnity (FIPI) and D&O insurers advising on coverage issues in connection with thousands of mis-selling claims against a number of financial institutions in Hong Kong and Singapore, arising from distribution of investment products and other retail structured products affected by the collapse of Lehman Brothers

• Top-tier clientele including ACE Insurance Limited, Allied World Assurance Company Limited, AXA, Chartis Insurance Hong Kong Limited (formerly AIU) and HSBC (Insurance) Asia Ltd

FinaLisTs

• AllenS ArTHUr roBInSon• BAKer & MCKenzIe• ClIfford CHAnCe• deAConS• HerBerT SMITH• InCe & Co

intellectual ProPertY laW firM of the Year

winner

► BIrd & BIrd

L-R: Alison Wong, Bird & Bird; David Flavell, Danone; Ai-Leen Lim, Bird & Bird

Why:• A winner in this category last year, the firm is a mainstay on

the IP law front• Active IP/trademark portfolio clients in China and Hong Kong

include Dun & Bradstreet, Universal Music, LG Electronics Inc. and Charles Monat

• Matthew Laight and Alison Wong are well recognised

FinaLisTs

• BAKer & MCKenzIe• deAConS• freSHfIeldS• HogAn loVellS• joneS dAy• VIVIen CHAn & Co• wIlKInSon & grIST

investMent funDs laW firM of the Year

winner

► ClIfford CHAnCe

L-R: Peter Charlton, Clifford Chance; Peter Siembab, Nomura

Why:• A winner in this category last year, Clifford Chance has

enjoyed another successful year• Advised a number of clients on their investments in existing

Chinese fund management companies or the establishment of new joint venture fund management companies

FinaLisTs

• BAKer & MCKenzIe• deAConS• HwAng & Co In ASSoCIATIon wITH deCHerT• lInKlATerS• MAlleSonS STePHen jAqUeS• SIdley AUSTIn• SIMMonS & SIMMonS• SIMPSon THACHer & BArTleTT

it/telecoMs laW firM of the Year

JOinT winners

► freSHfIeldS

L-R: Mark Parsons; Connie Carnabuci; Freshfields; Paul Abfalter, Telstra

Why:• Freshfields advised on many of the most intricate and high

stakes IT/telecoms deals, including Russian telecoms company Vimpel Communications on its US$66m acquisition of a 78% stake in Millicom Lao Co. Ltd

• Advised AIA on the outsourcing of its IT network infrastructure to global computer services company, CSC



TC HWG ALB AD final.indd 1 04/10/2010 3:23 PM

http://www.hwg-law.com



► PAUl, weISS

L-R: Corinna Yu and team, Paul, Weiss

Why:• The firm is consistently recognised for having one of the

world’s leading communications and technology practices• Represents a wide variety of providers and users of

communications goods and services, as well as other entities with interests in communications and technology businesses

• Advised the Carlyle Group in its share swap transaction between kBro Co., Ltd. and Taiwan Mobile Co., Ltd

FinaLisTs

• Allen & oVery• BAKer & MCKenzIe• ClIfford CHAnCe• HerBerT SMITH• MAlleSonS STePHen jAqUeS• MorrISon & foerSTer

real estate laW firM of the Year

winner

► MAyer Brown jSM

L-R: Jeremy Lee, Dragages Hong Kong; Andrew P. B. MacGeoch; Keith Cheung, Mayer Brown JSM

Why:• Repeat winner in this category over a number of years • Is one of the largest and most-renowned real estate teams in

Hong Kong – over 120 members with over 20 partners• Worked with almost all developers in HK including Great

Eagle, Hang Lung, Henderson Land and Hongkong Land

FinaLisTs

• BAKer & MCKenzIe• deAConS• PAUl HASTIngS• woo, KwAn, lee & lo

shiPPing laW firM of the Year

winner

► HolMAn fenwICK wIllAn

L-R: Michelle Hung, COSCO Pacific; George Lamplough and team, Holman Fenwick Willan

Why:• The firm continues to expand its support of the maritime

sector in the region - it now has the 7 Master Mariners based

in the region, making it by far the largest team in Asia-Pacific• Recognised leader in both wet and dry shipping work including

charterparties, bills of lading, shipbuilding and disputes• Reputation for excellence in admiralty and crisis management

and operates a 24-hour emergency service

FinaLisTs

• Clyde & Co• InCe & Co• STePHenSon HArwood

azuretrustees ltD aWarD tax & trusts


► BAKer & MCKenzIe

L-R: Richard Weisman, Baker & McKenzie; Deborah Annells, AzureTrustees Ltd

Why:• Maintains an experienced and well-established tax practice

in both Hong Kong and China while Hong Kong team has five partners, one special counsel and nine associates/tax professionals

• Actively advising on matters such as tax planning, tax controversy, transfer pricing, mergers & acquisitions, employment-related taxes, stamp duty and private banking/ wealth management

FinaLisTs

• ClIfford CHAnCe• deAConS• MAyer Brown jSM• wITHerS

offshore laW firM of the Year

winner

► ConyerS dIll & PeArMAn

L-R: Steven Yeo, Citi; David Lamb, Conyers Dill & Pearman

Why:• The firm added the ability to advise on the laws of Cyprus in

2010, which marks the continued progression of the firm’s strategy to focus on the BRIC markets, following launches in Sao Paulo, Moscow and Mauritius over the past two years

• Advised on two finalist deals at this year’s Awards including Piraeus Container Terminal Project and Shengli Oil & Gas Pipe Holdings Limited IPO

FinaLisTs

• APPleBy• HArneyS• MAPleS And CAlder• ogIer• wAlKerS

school of laW, citY universitY of hong kong aWarD Prc firM, hong kong

office of the Yearwinner

► KIng & wood

L-R: Joseph Lam, King & Wood; John Burke, City University of Hong Kong; Sophia Wang, King & Wood; Sushma Sharma, City University of

Hong Kong; Jonathan Lee, King & Wood

Why:• Repeat winner in this category over a number of years• The Hong Kong office currently has 13 partners and more than

50 legal professionals, is a firm born from King & Wood PRC Lawyers’ long-standing strategic alliance with the Hong Kong solicitors’ firm of Arculli Fong & Ng

• The firm has advised on two finalist deals at this year’s Awards including China Minsheng Bank IPO and HSBC RMB bond issue

FinaLisTs

• grAndAll• jUn He

zensho aWarD korea Deal firM of the Year

winner

► KIM & CHAng

L-R: Robin Doenicke, Zensho; Alex Yang; Young-Jay Ro, Kim & Chang

Why:• Repeat winner in this category over a number of years• The firm’s major engagements in 2009-10 includes all of the

deals nominated in the category of Korea Deal of Year, such as eBay-Gmarket Acquisition and KKR/Affinity-Oriental Breweries Acquisition

FinaLisTs

• BAe, KIM & lee• HwAng MoK PArK• lee & Ko• SHIn & KIM• yUlCHon



Company Profile The Macallan


in pursuit of excellence…..

the origins of the Macallan can be traced back for some 200 years ago when farmers had been making whisky from surplus barley during the

cold and quieter winter months on the land around the Macallan for centuries before distillery was founded in 1824. the Macallan has grown directly from this tradition. alexander Reid, the founder of the Macallan, was himself a barley farmer. Cattle drovers would stop to buy locally distilled whisky before fording the river Spey on their way to markets in the south, before telford’s famous bridge was built in 1814.

From its earliest days, the Macallan rapidly gained a reputation for the excellence of its product. an obsession with quality was shared by its owners, all local tradesmen, merchants and craftsmen. their passion to strive for continuous improvement was as solid and enduring as the stone of easter elchies house. Since the nineteenth century, the reputation of the Macallan slowly grew from its base in north eastern Scotland and with the demand for a more complex and flavourful whisky, demand for single malt and the Macallan expands. the Macallan now gains a rally of dedicated followers, enthusiasts and connoisseurs around the globe. ardent single malt collectors are now mindful of whisky auctions where they eye on lots containing the Macallan – in fact the Macallan has held records in auctions; in 2002 a bottle of vintage the Macallan 1926 swept a record price of Korean won 70 million (£36,842 at that time) to a private collector in South Korea; in 2009, a bottle of the Macallan 50yr set another record of £11,750 in Glasgow.

Some of the very rare and interesting pieces worth collecting from this ‘château’ of single malt include the recent release of the one single unique piece of the Macallan 64 years old in Lalique Cire Perdue decanter. Created by the ancient “lost wax” process,

painstakingly long hours went into perfecting this decanter’s designs. this decanter was designed at LaLIQUe’s design Studio in Paris, based upon a ship’s decanter of the 1820’s, the decade in which the Macallan was founded, in 1824. LaLIQUe’s designer felt the shape lent itself perfectly to the beautifully crafted panorama of the Macallan estate. this unique piece reminisces the Macallan tradition and heritage with elements of barley, oak woodlands and the thomas telford’s Bridge while capturing the skills and commitment for which LaLIQUe has achieved world-wide recognition.

the 64 years old Macallan has been vatted together from three casks, all built from sherry seasoned Spanish oak. the first was filled in 1942, the second in 1945 and the third in January 1946, from which the age of this great Macallan has been taken. the decanter is destined to reach new york in november 2010, where it will be auctioned off by Sotheby’s, with all proceeds being donated to charity: water, a non-profit organization bringing clean and safe drinking water to people in developing nations.

another series of particular interest would be the Macallan 1824 Collection, a definitive range of award winning Single Malts created by the craftsmen at the Macallan. For those who travel, these can be worth your watch as they are available in global travel retail, which is duty free. these can be described as ‘personal whiskies’ and they draw on the distillery’s long history, rich traditions and dedication to quality. this is reflected in each expression: individually influenced by the innovation cask selection, the obsession with the finest ingredients, and then shaped by the years of experience handed down through generations of craftsmen. In the making of this collection, the Macallan has selected those casks whose whiskies are at the peak if maturity and deliver outstanding flavour.

each expression in the collection tells a story unique to the Macallan. The select Oak is crafted from an exceptionally wide and unique combination of five cask types (1st fill Spanish oak Sherry cask, refill Spanish oak Sherry cask, 1st fill american Sherry cask, refill american oak Sherry casks and 1st fill american oak ex-bourbon casks). The whisky Maker’s edition is crafted by the Macallan’s whisky Maker, Bob dalgarno, for his personal enjoyment and bottled at his preferred strength of 42.8% abv; this delicious Single Malt is layered with fruit and spice. the classic style estate reserve is non-chilled filtered and includes a parcel of specially reserved casks, Sherry seasoned Spanish oak hogsheads which deliver great richness and intensity. For those who can still find the MMiX Limited release are recommended to buy at once. this is a limited release of 1824 crystal decanters decorated by a Scottish silversmith and created from some of the rarest and oldest Macallan casks.

For those who appreciate and relish fine spirits, and look for complexity and intensity of flavours in the whisky, these are on the watch-out list. Slainthe!

Profile The Macallan


The Macallan owns an unparalleled reputation and long, illustrious history that dates back almost two centuries. Ranked “best malt in the world” by

the Whisky Magazine, the industry bible, The Macallan continuously celebrates its heritage and dedication to whisky making by combining centuries of experience distilled into its latest offering, The 1824 Collection.

The 1824 Collection is a new family of Single Malts developed exclusively for the Global Travel Retail market. The four distinctive expressions, the Select Oak, the Whisky Maker’s Edition, the Estate Reserve and the 1824 Limited Release, are created by the Master Whisky Makers to showcase the spectrum of flavours and aromas associated with The Macallan.

John Ramsey, the Master Blender Emeritus for The Macallan’s parent company The Edrington Group, along with Bob Dalgarno, The Macallan’s Whisky Maker, who between them hold over 50 years of experience in whisky making, have created a very special range of Single Malts in casks that are at the peak of their maturity to ensure a complex and full-flavoured whisky.

The Select Oak uses three types of cask; American Oak seasoned with either sherry or bourbon and first-fill European oak casks seasoned with sherry. These first-fill casks are significantly more expensive than the majority of casks used by other Single Malt brands. The sherry seasoned oak casks form a rich base while American bourbon seasoned casks add a fresh complexity. A further complexity is added by a top dressing of hand-picked, first-fill sherry oak hogshead casks. To further concentrate the flavour, interaction between the spirit and the wood is maximised in what is renowned as the

crème de la crème of casks, these hogshead casks are just half the size of standard casks.

A beautiful pale golden colour, the Select Oak offers vanilla, butterscotch with a hint of damson plums on the nose. On the palate the enticing characteristics of vanilla and sweet spices come through and provide a great, satisfying length to the medium sweet finish. This is ideal for both whisky sophisticates and initiates looking to appreciate Single Malts for the very first time.

The Whisky Maker’s Edition, a representation of the passion, dedication and skill in whisky making by Bob Dalgarno, The Macallan’s Whisky Maker, is surely being felt by the enthusiastic guests at the Hong Kong ALB Awards 2009. It uses a combination of rich, sweet sherry seasoned oak casks and American bourbon seasoned casks. The sparkling full golden colour comes with elegant fresh fruit notes. It is bottled at the Whisky Maker’s preferred strength of 42.8%. On the nose it offers ginger and fresh fruits with a hint of cloves, nutmeg and oak, Intense and robust. The mouth is filled with a burst of spices and fruit with a subtle and lingering note of charred oak, leading to a long yet soft and slightly smoky finish.

The Estate Reserve is a dram with real character which draws on casks that deliver a maximum intensity and depth of flavour. This Single Malt includes some traditional sherry seasoned hogshead casks especially reserved for this unique expression. The rich amber colour is attached with notes of ginger, vanilla, fudge and citrus on the nose. On the palate, a rich and rewarding notes of oak wood vanilla and spiced orange is followed by exceptional length that is citrus sweet with a hint of oak.

For the first time The Macallan has released a

bottling at the old Director’s strength, which is the traditional way that was reserved for special events and was never sold to public in the past. The Estate Reserve is reminiscent of the ancient style of the distillery with it’s non-chill filtered and bottled at the old-style 80º proof, commonly known as ’20 under’.

The 1824 Limited Release draws exclusively from sherry seasoned Spanish oak casks which have been solely grown, cared for and crafted by the celebrated Tevasa cooperage. The dark amber colour Single Malt offers dried fruits, orange, wood spices and burnished oak on the nose. On the palate, notes of ginger and cardamom are paired with an extremely long and slightly dry finish with hints of apple and spices. The 1824 Limited Release is a limited edition of only 1,824 hand-crafted, crystal decanters decorated by a Scottish silversmith for the dedication to satisfy true collectors.

Each of the four expressions of The 1824 Collection has received the honourable praise from industry renown. Whisky aficionado Paul Pacult of the spirit Journal says that the Whisky Maker’s Edition offers a “Remarkable, admirable integration” and gives it a Five Stars rating; while the Estate Reserve also receives a Four Stars rating. Whisky expert and author of the Whisky Bible, Jim Murray, has given the Select Oak a score of 94.5% and the 1824 Limited Release a score of 97.5% while being described as: “Unquestionably my favourite Macallan of all time: indeed one of the greatest whiskies ever created.”

As The Macallan continues to sweep awards and accolades from around the globe, The 1824 Collection is going to enchant the demand of connoisseurs’ discerning palate while simultaneously moving with the times to please those who are just embarking on the pleasure.

A TASTE OF TIME… THE MACALLAN 1824 COLLECTION

34-49 HKLaw Awards post-event FINAL.indd 37 10/28/2009 4:01:19 PM

The Macallan 1824 Collection

The Macallan 64 Years Old in Lalique Cire Perdue decanter



taiWan Deal firM of the Year

winner

► lee And lI

Benjamin Li, Lee and Li

Why:• Lee and Li remains a market leader in Taiwan, advising

clients on a healthy range of transactions last year, including frontline mergers and acquisitions, project finance, and debt and equity deals

• Advised on three finalist deals at this year’s Awards including KGI Securities GDS offering and TAISHIN acquisition, Taiwan High Speed Rail Corporation Refinancing and the Carlyle Group–Taiwan Mobile Share Swap

FinaLisTs

• BAKer & MCKenzIe• joneS dAy• lCS & PArTnerS• rUSSIn & VeCCHI• TSAr & TSAI

Managing Partner of the Year

winner

► PoH lee TAn - BAKer & MCKenzIeWhy:• Under Tan’s leadership, Baker & McKenzie developed a series

of training modules and client tools, including distressed M&A, restructuring and insolvency and risk management and compliance

• Tan also places high priority on client relationship management. In addition to her management roles, she oversees the firm’s service delivery to two of the largest clients – Hutchison Whampoa and Fedex

L-R: Russell Coleman SC, Hong Kong Bar Association; Cynthia Tang (on behalf of Poh Lee Tan), Baker & McKenzie

FinaLisTs

• BIll BArron - dAVIS PolK & wArdwell• jereMy lAM - deAConS• AlASTAIr dA CoSTA - dlA PIPer• CHrISToPHer STePHenS - orrICK, HerrIngTon &

SUTClIffe• neIl TorPey - PAUl HASTIngS

the Macallan fine oak single Malt scotch WhiskY aWarD

hong kong laW firM of the Yearwinner

► lInKlATerSWhy:• A winner in this category last year, Linklaters has enjoyed

another successful year• The firm has been involved in the vast majority of the

defining deals of 2009-10 including advising Bank of China (Hong Kong) Limited as to Hong Kong law on the issue of RMB1,380m 2.98 per cent bonds due 2012 by Hopewell

Highway Infrastructure Limited, a leading infrastructure developer in the Pearl Delta Region of China.

• This deal was one of the most significant developments in recent years in that it is now possible for corporates with interests in China to issue RMB-denominated bonds outside of the PRC

L-R: Edward Smith; Christopher Kelly; Jon Gray; Hyung Jung Ahn, Linklaters

FinaLisTs

• BAKer & MCKenzIe• ClIfford CHAnCe• deAConS• freSHfIeldS• HogAn loVellS• MAlleSonS STePHen jAqUeS• MAyer Brown jSM• SKAdden

event PartnerTheMacallanFineOakThe Macallan Fine Oak is a Single Malt of peerless quality. In his Whisky Bible 005, renowned whisky expert and author Jim Murray awarded The Macallan Fine Oak range ‘Best New Scotch’. He went on to describe it as “representing by far the best range of non-vintage whiskies to be launched by any one distillery for possibly the last decade.” The Macallan Fine Oak is triple cask matured in a unique, complex combination of exceptional oak casks; European oak seasoned with sherry, American oak seasoned with sherry, and American oak seasoned with bourbon. This unique triple cask combination delivers an extraordinarily smooth, delicate yet complex single malt.TheMacallan1824CollectionThe 1824 Collection is a definitive range of single malts created by the craftsmen who are

at the heart of The Macallan. Led by John Ramsey, Master Blender Emeritus from the parent company The Edrington Group, together with Bob Dalgarno, the Macallan’s Whisky Maker, who between them hold over 50 years of experience making whisky; these personal whiskies draw on the distillery’s long history, rich traditions and dedication to quality. This is reflected in each of the four expressions, Select Oak, Whisky Maker’s Edition, Estate Reserve and 1824 Limited Release: individually influenced by the innovative cask selection, the obsession with the finest ingredients, and then shaped by the years of experience handed down through generations of craftsmen.



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fEaTuRE | ALB Leading PE & VC firms >>

state of the market

Private equity in the Asia-Pacific (ex- Japan) enters the last quarter of 2010 after having one of its strongest first

halves for some time. According to Thomson Reuters data, 381 deals

were reported in the first half of this year, representing a total invested equity value of US$7.2bn – a 14.3% premium on the same period last year. Investment into consumer-related sectors was the most active,

2010

ALB’s leading private equity and venture capital law firms: Asia

► MeTHodology ALB's leading private equity and venture capital (PE &VC) law firms: Asia survey was conducted among the region's senior in-house lawyers and business leaders as well as private-practice lawyers, over a three-month period ending September 2010. ALB's editorial team contacted survey respondents directly through a mixture of telephone calls, direct e-mails and face-to-face interviews at ALB's In-house Legal Summit series. Respondents were asked to provide their off-the-record opinions as to the leading PE & VC law firms across the region in jurisdictions where they, or their company, conduct substantial business. Respondents were also asked to single out the leading PE & VC practitioners across the region. ALB's editorial team combined the results of this research with submissions made by law firms and in-house counsel as part of the ALB Law Awards series and their own stock of industry knowledge.


► InTernATIonAl lAw fIrMS

Paul Weiss

Clifford Chance

Baker & McKenzie

Simpson Thacher & Bartlett

Linklaters

► lArge doMeSTIC PrACTICeS

Lee & Ko (Korea)

Bae Kim & Lee (Korea)

Romulo (Philippines)

Nishimura & Asahi (Japan)

Nagashima Ohno & Tsunematsu (Japan)

King & Wood (PRC)

Jun He (PRC)

Fangda (PRC)

Deacons (HK)

Lee and Li (Taiwan)

Skrine (Malaysia)

Allen & Gledhill (Singapore)

WongPartnership (Singapore)

Hadiputranto, Hadinoto & Partners (Indonesia)

Amarchand & Mangaldas (India)

AZB & Partners (India)

► BoUTIqUe & SPeCIAlIST fIrMS

Pureun Law Firm (Korea)

HanYi (PRC)

JunZeJun (PRC)

Lexygen (India)

DSK Legal (India)

Indus Law (India)

Chooi & Company (Malaysia)

Deol & Gill (Malaysia)

William Effendi (Indonesia)

DFDL Mekong (Vietnam)

Pamir (Taiwan)

Yangming Partners (Taiwan)

► AlB’S leAdIng Pe & VC lAw fIrMS: ASIA



accounting for a third of all PE activity in this period and totaling US$2.2bn from 49 companies. The industrial/energy and internet-specific sectors gained US$886m and US$707m in investments, respectively.

Unsurprisingly, Chinese companies remained the biggest beneficiaries of PE investments in the Asia-Pacific region, attracting US$2.6bn of disbursements (36% of the region’s total). China received investments from 118 firms – the highest number of firms investing in any nation in the region. India followed closely with US$2.0bn from 102 firms (28% of the region’s total), and Indonesia moved up the ranks to come third, receiving US$772m from just one firm (11% of the region’s total).

“PE is back in a big way,” states Rocky Lee, Asia managing partner at US firm Cadwalader Wickesham & Taft. “Valuation is becoming more rational and there are even some compelling opportunities in over-looked sectors. This is helping drive

up deal volume. The second half [of the year] is looking better [than the first half of the year] and if the overall macroeconomic environment remains steady we will see a strong year in Asia PE this year,” he said.

Mark McNamara, global head of PE at Baker & McKenzie, attributes the strong growth of PE during this period to the relatively lacklustre performance in the EU and US and more concentration on investing rather than salvaging their portfolios, the latter being the norm through much of the financial crisis. “The debt providers are starting to lend to private equity again and that, coupled with sponsors returning to focus more of their time on investing their capital rather than salvaging their portfolio, has led to more activity on the investing side than we have seen for some time.”

Recovery in most of the region’s

capital markets has also helped. The reappearance of the IPO exit route has eased the tensions of many investors and the fact that domestic banks remained largely free from the liquidity concerns of their global counterparts meant fewer transactions were scuppered for want of financing.

Despite market confidence being upbeat and the fact that price expectations of buyers and sellers are beginning to converge, some concerns remain – especially for those PE houses with ‘dry powder’. Here, practitioners suggest that entry multiples will rise as buyers’ confidence returns and, as a consequence of an improving environment, levels of competition, both from conventional PE houses and non-private equity players, will increase.

This newly energised deal environment is expected to see an abundance of mid-sized deals in energy, mining and consumer-

related sectors. In South-East Asia, practitioners suggest that Singapore and Indonesia (closely followed by Malaysia and Vietnam) will see the lion’s share of the activity, while in North Asia China, Taiwan and Korea will dominate and, further afield, Australia and the Middle East will rebound strongly.

ChinaBlackstone has one, Kohlberg Kravis Roberts wants one and Carlyle already has two. RMB funds are dominating discussion of PE in China at the moment like nothing else ever has in the sector.

Having received RMB2.4bn in commitments from various sources, including the Beijing state-owned Capital Operation and Management Center (BSCOMC) and the Beijing Equity Investment Development Fund, the group has set up a joint

“Valuation is becoming more rational and there are even some compelling opportunities in overlooked sectors. This is helping drive up deal volume”

Rocky Lee Cadwalader Wickesham & Taft

Wai King Ng Firm: WongPartnershipLocation: Singapore • Major representative transactions

include acting on the LBO of MMI Holdings – one of the largest buyouts of a Singapore company by a PE fund– and KKR’s purchase of Unisteel

• Clients include KKR, TPG Capital and Temasek Holdings

Jack Lange Firm: Paul, Weiss Location: Hong Kong• Major representative transactions

include acting for a number of PE houses and SWFs on the acquisition in a significant minority stake in Far East Leasing Corporation; General Atlantic’s US$425m investment in India’s clean power sector; and China Pharma’s cash offer for Sihuan Pharmaceutical

• Clients include KKR, GIC Special Investments, Carlyle, China International Capital Corporation, General Atlantic LLC and Morgan Stanley Private Equity Asia

Danny Tan Firm: Allen & Gledhill Location: Singapore• Major representative transactions

include acting for an Australian financial institution in the establishment of a US$1.5bn Indian infrastructure fund, the establishment of a VC fund by a world-leading nanotechnology firm, and the US$120m restructuring of a Vietnamese PE

• Clients include major financial institutions, supranational organization and large private equity houses and funds

Andrew Ostrognai Firm: Debevoise & PlimptonLocation: Hong Kong• Major representative transactions

include acting for Navis Capital Partners in the formation of a US$1.16bn fund for investments in Asia, SAIF Partners in the establishment of a US$1.28bn pan-Asia capital growth fund, and CDH Investments in the establishment of its US$1.46bn China-targeted fund

• Clients include HSBC, Hony Capital, Baring Private Equity and China Renaissance Capital Investment

► AlB’S leAdIng Pe & VC lAwyerS



Andrew Whan Firm: Clifford ChanceLocation: Hong Kong • Representative transactions include

acting for Japanese paper maker Oji in its US$200m LBO of Malaysia’s GS Paper & Packaging and CVC on its HK$1.7bn investment in Sung Hung Kai Financial

• Clients include CVC, Standard Chartered PE

Ajay Bahl Firm: AZB & Partners Location: India• Major representative transactions

include acting on Olympus Capital’s US$300m investment in Tata Power’s coal mine SPVs in Indonesia, the US$217m investment by Standard Chartered PE, KKR and New Silk Route in Coffee Day Resorts and the USD175m investment by Temasek into National Stock Exchange

• Clients include Warburg Pincus, Sequoia Capital India, Citigroup, Credit Suisse

Park Jong Koo Firm: Kim & ChangLocation: Korea • Led a Kim & Chang team acting for

Anhueser Busch InBev in its US$1.8bn sale of Oriental Breweries to KKR

• Clients include both local and international PE houses, financial institutions and government bodies

venture holding an 80% stake with BSCOMC to help manage the fund. Through the JV, Carlyle and BSCOMC will work together to identify opportunities and share resources to tap growth opportunities in China.

The fund follows on from the establishment of the Fosun-Carlyle (Shanghai) Equity Investment Fund earlier this year. It is now ready to invest, mainly in large-scale companies with high growth prospects. But Carlyle is not the only PE giant boosting its investment strategies via RMB funds in China. According to Zero2IPO's recent PE report for China, there were 26 RMB funds set up (and six foreign invested funds) in 1H 2010.

The new number marks a significant increase from 2009 H2's 15 new RMB funds and the trend towards localisation – using RMB to raise funds, make acquisitions and exit – has picked up momentum. The international status of China's currency has increased in the wake of the financial crisis.

impetus and regulationsJust as a return of viable exit strategies has triggered the PE

recovery elsewhere in the region, so too has it fueled the explosion of interest in RMB funds. "Every deal now seems to be in the shadow of where the investors are eventually going to list. That is what everyone is thinking about nowadays when they are planning for investments into a company," says David Roberts, a partner with O’Melveny & Myers in Beijing. Wayne Chen, a partner at local Chinese firm Llinks, also attributes the boom to the solid returns that are on offer in the A-market.

"Right now, the A-share market is doing extremely well. IPOs in the growth market are offering such a high price-to-earnings ratio," says Wayne Chen, a partner with Llinks. "If you look at the top 10% of companies in China's PE industry, their returns are more attractive than those found in other markets."

According to reports released by both PricewaterhouseCoopers (PwC) and Ernst & Young, domestic companies are expected to raise more funds via Shanghai and Shenzhen IPOs than those in Hong Kong this year. Moreover, in the first half of 2010 the Shenzhen Stock Exchange eclipsed

“If you look at the top 10% of companies in China’s private equity industry, their returns are more attractive than those found in other markets”

Wayne Chen Llinks


ALB’s Leading PE & VC Firm

Contact: ZHANG Wei (Partner) Tel: 86-10-66523388 Fax: 86-10-66523399 Email: [email protected] 联系人：张炜（合伙人）电话： 86-10-66523388传真： 86-10-66523399电邮：[email protected]

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the New York and Tokyo bourses to become the world’s number one IPO venue. The SSE listed 161 companies raising US$22.6bn in this period while Shanghai came in fourth place, with a total value raised of US$8.2bn.

But it is not necessarily all about exit strategies. A number of practitioners also put the recent rise of RMB funds down to global PE players looking for ways to capture a slice of the growth miracle happening in China’s own Silicon Valley.

This demand continues unabated despite any number of regulatory impediments. According to lawyers, the advantages of RMB funds are clear: they can make investments without foreign exchange controls, and raise funds from local investors including high-net-worth individuals, onshore companies, government funds, insurance companies and social security funds. RMB funds can also speed up transactions because they do not require foreign investment approvals.

south-east asiaAlthough PE’s growing influence in China has been one of the most salient industry trends over the past few years, the role that PE is playing elsewhere in Asia is also noteworthy. In South-East Asia, PE and VC have both played a pivotal role in quickening the the growth of companies across the dynamic economies of Singapore, Malaysia, Philippines, Indonesia, Thailand and Vietnam.

Even though the role that PE & VC has played in SE Asia over the past few years may be less visible when compared to places like China, it has nonetheless set deep roots in the region. A Bain & Company report indicates that from peak to peak across the business cycle, the number of deals financed by PE investors rose from 40 in 2000 to 60 in 2007, a 50% increase. Even though the deal count in the region dropped to just 23 during the recent downturn, 2009 was still the fourth-best year

Ai Ai Wong Firm: Baker & McKenzieLocation: Singapore• Major transactions include advising

AXA Private Equity on its investment in Bharti Infratel Limited and Affinity Group on the acquisition of 44% of and subsequent mandatory general offer for Singapore-listed Jaya Holdings

• Clients include YTL, Macquarie, Babcock & Brown and Deutsche Bank

Rocky Lee Firm: Cadwalader, Wickersham & Taft Location: China • Acted for HSBC Asian Ventures Fund

3 in its investment in Jaco SolarSi, a supplier of upgraded metallurgical silicon

• Represents many start-ups, venture backed companies and emerging growth companies in the technology sectors as well as traditional businesses sectors. Major clients: Aureos Capital, Sequoia Capital China and Matrix Private Equity


http://www.azbpartners.com



Lee Je WonFirm: Lee & Ko Location: Korea • Major representative transactions

include acting as Korean counsel to the lenders in relation to the financing for the LBO of Oriental Brewery

• Clients include Credit Suisse, Goldman Sachs, Morgan Stanley, Nomura International and Rabobank International Global Financial Markets

Philip Culhane Firm: Simpson Thacher & Bartlett Location: Hong Kong • Major representative transactions

include: representation of both established managers and emerging and middle market managers raising their first funds. Fund formation work encompasses the range of PE, special situations and distressed debt funds, venture capital funds, hedge funds and various other private investment structures

• Clients include JP Morgan, Blackstone, Carlyle and KKR

Howard ZhangFirm: Davis Polk & Wardwell Location: China • Major transactions include acting for

Charles River Laboratories, Yahoo! and Shanda Interactive in major strategic investments

• Major clients include Bain Capital, Carlyle, IDG/Accel, Merrill Lynch and Warburg Pincus

Maurice Hoo Firm: Orrick Location: Hong Kong• Major transactions include acting for

Blackstone in its US$600m acquisition of a 20% stake in China National Bluestar

• Clients include Mount Kellett Capital, PineBridge Investments (formerly AIG Investments), The Rohatyn Group, Warburg Pincus and Bank of America

for transactions in the past decade. The value of those deals, meanwhile, soared six-fold, to US$12.3bn in 2007. Deal value dropped by nearly half, in 2009, to US$6.3bn; but even at that depressed level, the total value of PE transactions last year was nearly eight times higher than in 2001, when the region began to pull out of the last recession. From 2006 through the end of last year, buyouts comprised less than one-third of all deals, but they accounted for between one-half and three-fourths of total deal value.

With the return of strong GDP growth across the region since the second half of 2009, PE in South-East Asia looks poised to resume its ascent. Deal flow has continued to increase into 2010, along with average deal size. A wide array of large-cap, mid-cap, sovereign wealth funds and Asia-focused funds wielding sizable amounts of "dry powder" – capital targeted for investment but not yet

allocated – are scouting the region for opportunities. Credit markets have stabilised, laying a foundation for a cautious return of both buyouts and growth capital. This aligning of favourable conditions makes now a good time to take stock of how the industry will evolve over the remainder of 2010 and beyond.

“South-East Asia is another hot spot – again a wide range of industries with perhaps more of a focus on traditional energy and resources plays,” said Andrew Whan, head of PE for Clifford Chance in Asia. “Expect to see Asian funds working on deals that strengthen Asian companies for regional and global expansion and that build synergies for regional players,” he said.

deeper commitmentWhan’s sentiments are substantiated by the empirical data. A recent study of the PE industry in South-East

Asia undertaken by Bain & Company and the Singapore Venture Capital & Private Equity Association (SVCA) found that a majority of the region’s major international and domestic players have plans to deepen their presence in the region.

Half of all respondents to the survey expect that the number of funds active in South-East Asia will increase over the next two to three years. Nearly two-thirds of the respondents expect that new funds will be regional specialists, and another 13% will specialise by industry sector. Overwhelmingly, PE general partners expect limited partners' interest in investing in the region to remain high – nearly nine out of 10 expect them to maintain or increase their asset allocations to PE and venture capital. The survey findings reveal that players in SE Asia will continue to target mainly small and mid-cap companies and that funds’ annual

investments in the region will double meaning that over a quarter of funds active in SE Asia will be investing more than US$200m per year.

increased competition Among funds already active in South-East Asia, just 20% are local specialists, and nearly half of those concentrate on Singapore. The remainder is evenly split between funds that invest broadly across Asia and global funds that have established a local presence. But industry observers expect this number to grow.

An immediate consequence of this process will mean increased competition for deals across the region– for PE houses and legal advisors. The conventional wisdom is that incumbent funds that have an established presence in the region’s unique markets have a distinct deal-sourcing advantage. It is these funds who are best placed to tap rich

“expect to see Asian funds working on deals that strengthen Asian companies for regional and global expansion and that build synergies for regional players”

Andrew Whan Clifford Chance




Looking after clients’ interests in Malaysia since 1962.

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networks of industry relationships and advisers or are most likely to be the beneficiaries of direct approaches to targets (or from targets) themselves. However, this is likely to change with lawyers noting an increase in competitive bidding as well a rise in proprietary deals. Similarly, the frequency with which deals are sourced through brokers and other intermediaries is also expected to increase.

On the legal services side, domestic law firms in certain jurisdictions are likely to be the beneficiaries of the greater involvement by domestic funds. In China, for instance, practitioners note a distinct upturn in the volumes of work they are handling, ostensibly because in local plays like RMB funds investors and target companies require local counsel.

The increasing role that local law firms are being asked to play in PE & VC transactions is also a function of the cost pressures being felt by clients; even though the financial crisis has

abated, the need to drive down legal costs has not, especially when it comes to venture capital deals.

But ALB’s research reveals that this does not necessarily apply across all sectors and locations of the PE & VC landscape in Asia. In general, while smaller funds as well as larger players making smaller investments are the most predisposed to doing away with dual international/local counsel setups, investors new to a particular sector or location or those who lack the requisite networks of professional contacts are more inclined to turn to international law firms for advice.

But as PE players become more familiar with the region’s differing regulatory regimes, markets and sectors, the role for specialist and boutique PE & VC law firms becomes even more important. As clients deepen their geographic and industry-specific skills, so too will law firms and lawyers with a focus on PE & VC stand to benefit from the advisory windfall. ALB

Jonathan ZhouFirm: Fangda Partners Location: China • Major transactions include acting for

Goldman Sachs PIA in relation to its approximately US$30m investment in Henan Songhe Liquor Industry and on the US$100m investment in Lianyungang Zhongfu Lianzhong Composites Group, a leading wind turbine blade maker in China

• Clients include Hony Capital, Goldman Sachs and Jiangsu High Tech Investment Group


Betty YapFirm: Linklaters Location: Hong Kong • Recent transactions include acting

for CIC on its minority investment into Apax Partners LLP and its commitment to Apax’ most recent buyout fund through an innovative sidecar structure and acting for Affinity Equity Partners on the US$1.8bn acquisition of Oriental Brewery by Affinity and KKR

• Clients include Blackstone, TPG, Morgan Stanley and Carlyle

http://www.chooi.com.my


alB spECIal REpORT | Vietnam 2010 >>

Vietnam 2010





described working as a lawyer in Vietnam over the last 18 months as a “bizarre sensation”. While markets across the world, and for that matter, those elsewhere in Asia, were disastrously affected by the financial crisis, Vietnam remained largely insulated from the economic tumultuousness. Where other economy’s GDP was falling into the red, Vietnam’s was in the black to the tune of 4.62% – meaning that it was, behind China and India, one of the few economies to grow during the Great Recession.

Lawyers in Vietnam have had a busy 12 months. Steady transactional levels in areas like projects, foreign investment,

M&A and IP and an increase in the amount of FDI flowing into the country has left many lawyers asking the question ‘what financial crisis? ’ With a number of investor-friendly pieces of legislation meandering their way through the country’s National Assembly, the legal services market could become even busier in the year ahead.

growth trajectoryThierry Gougy, country managing director for DFDL Mekong Vietnam,

Changes in the wind ► ToP fIVe InVeSTorS In VIeTnAM – SePTeMBer 2010

Country Noofprojects

Registeredcapital(US$m)

Netherlands 7 2,220

Korea 201 1,840

USA 38 1,792

Japan 70 1,458

Taiwan 72 1,030

► VIeTnAM – lArgeST fIrMSRank Firm Totalpartners

andlawyersManagingpartner Lawyers Partners Change

from20091 VisionAssociates 51 multiple 37 14 NEW

2 YKVN 50 Trong Nhat Quang 42 8 1

=3 Bizlink 30 Do Trong Hai 24 6 1

=3 IndochineCounsel 30 Dang The Duc 25 5 6

5 Baker&McKenzie 28 David Fleming 24 4 2

6 Bizconsult 27 Tuen A Nguyen 20 7 NEW

7 MayerBrownJSM 26 Elaine Lo 20 6 5

8 Phuoc&Partners 25 Nguyen Gia Huy Chong 20 5 2

9 Russin&Vecchi 24 Sesto Vecchi 20 4 2

10 LuatVietLegalConsultants 21 Tran Duy Canh 14 7 2

Capital is flowing freely into and out of Vietnam in unprecedented quantities, providing the country’s nascent legal industry with a catalyst for strong growth

Thierry gougy dFdl Mekong



► THe wIndS of CHAnge: lAwS And AMendMenTS To Be AdoPTed By nATIonAl ASSeMBly Name Adopted EffectiveAmended Law on Intellectual Property 2009 2010

Law on State’s Liability to Pay Compensation 2009 2010

Law on Natural Resources Tax 2009 2010

Amended Law on Education 2009 2010

Law on Telecommunications 2009 2010

Law on Commercial Arbitration 2010 2011

Law on Food Safety 2010 2011

Law on Credit Institutions 2010 2011

Law on State Bank of Vietnam 2010 2011

Law on Enforcement of Criminal Verdicts - -

Law on Raising Adopted Children - -

Law on Housing and Land Tax - -

Amended Law on Securities October/November 2010

Amended Law on Insurance Business October/November 2010

Amended Law on Mining October/November 2010

Law on Protection of Consumers’ Rights and Interests October/November 2010

Law on Administrative Proceedings October/November 2010

Law on Public Servants October/November 2010

Amended Labour Law 2011

Law on Independent Accounting 2011

Amended Law on Civil Proceedings 2011

Law on Complaints 2011

Law on Denouncements 2011

Law on University Education 2011This list does not purport to be exhaustive. ALB would like to acknowledge the assistance of Dang The Duc,

Indochine Counsel, in compiling this table

“The legal services market was probably not affected by the financial crisis at all,” said Gougy. “We have seen strong and steady growth over this period and from what I see, so have a lot of other law firms… most have managed the crisis quite well.”

This is not to say that law firms in Vietnam have avoided the need to scale down their operations or that the market has been immune from structural changes – a number of international law firms have laid off staff and the financial crisis and the exodus from Gide Loyrette and the subsequent creation of Audier & Partners in 2008 was also influenced the GFC – but firms, in general, have been able to battle through by riding the counter-cyclical nature of the legal industry.

“We did see a decline in real estate deals during the crisis and even a slight dip in the number of transactions in the M&A and private equity spaces,” said Gougy. “However, these were more than replaced by the increase in new projects we saw in the retail sector – international brands,

products, franchises and services seeking to enter the Vietnam market to tap the fast-emerging middle class.”

Dang The Duc, managing partner of Indochine Counsel, adds IP and telecoms to the list of practices that have boomed during the GFC and notes that levels of dispute resolution work have predictably increased as well.

Trin Hong Quang, managing partner of ATIM Consulting, said he has seen an increase in taxation-related instructions, especially in the area of transfer pricing (TP). “TP is not new in the world but it is relatively new in Vietnam. Most MNCs have sound structures in place regarding TP but some elements are different in Vietnam.” For instance, Quang notes that many are unaware that the royalties payable from Vietnam subsidiaries to their foreign parent company for materials may also be subject to import duties.

dang The duc indochine counsel

“The legal services market was not affected by the financial crisis at all ... most have managed the crisis quite well”

Thierry Gougy DFDL Mekong



“japanese M&A is certainly a hot item at the moment. Corporates and Pe groups are looking to buy Vietnamese assets”

Fred BurkeBaker & McKenzie

new sectors, new playersVietnamese lawyers were aided during this period by the fact that their economy is both still in the early phases of development and there is an increasingly long list of international suitors queuing up to pump capital in underdeveloped sectors.

But whereas in the past inbound FDI was dominated by a handful of investors with long ties to the Vietnamese market, the number of unfamiliar faces sending their capital into the labour-rich Danang and Quang Nam provinces or into the industrial heartlands of Dong Nai and Binh Duong is increasing.

Lawyers ALB spoke to were all somewhat surprised that in the nine months to October 2010, Holland was the largest investor in the country having undertaken seven projects with a total value of just over US$2.2bn. Similarly, investment from Malaysia, Slovakia and Great Britain was up, as was FDI from companies and funds domiciled in the British Virgin Islands and Cayman – the latter always a good indicator of the appeal of a market to international investors.

Despite a strong showing by the Dutch, Korea and Japan continue to dominate the Vietnamese market by almost all metrics. Between them, the two invested in excess of US$3.3bn across almost 300 projects.

According to a number of practitioners though, the types of Korean and Japanese are changing.

Fred Burke, managing partner of Baker & McKenzie in Vietnam, says that it is not only zaibatsu and chaebol who are stepping up their investments in the country but a number of smaller companies as well.

“Japanese M&A is certainly a hot item at the moment. Corporates and PE groups are looking to buy Vietnamese assets,” he said. “But it is not just foundation clients who are getting involved a number of smaller players are entering and that is not something we have necessarily seen before.”

Even though high levels of Chinese investment are not necessarily borne out in the empirical data (in the nine months to October 2010, China was only the 13th largest investor into the country, investing a total of US$139m across 67 projects), lawyers concur that the spectre of PRC investment looms large.

“Chinese investment is here though it’s not quite as obvious as investment coming from the US, Korea and Japan,” asserts Gougy. “It usually takes the form of Chinese financing for local companies and loan guarantees.”

Just as the nationality and profile of investors has changed, so too has the sectors they are targeting. In addition to the retail and logistics plays that are being made, more and more money

Fred Burke baker & Mckenzie

http://www.sunway-hotel.com



is pouring into the infrastructure development and project financing. Both are areas where practitioners expect to see further growth in the medium-term.

“The Government of Vietnam wants to draw more funds from the private sector for infrastructure development,” said Indochine’s Duc. “For this effort, the Ministry of Planning and Investment is drafting the Regulations on PPPs which are to be issued by the Prime Minister, as a legal framework for selected projects to be conducted in the form of PPP on the pilot basis before a separate Government decree is issued.”

The mandates that emanate from inbound investment are not the only instructions that law firms in country will receive nor are they necessarily the most lucrative and complex. For as much as inward investment has increased so too has the frequency with which Vietnamese corporates are prepared to look beyond their own borders for growth. “Another trend is that Vietnamese companies tend to invest more abroad, especially in Cambodia, Laos, Myanmar, the US and Singapore,” said Dang The Duc.

Thierry Gougy believes that although the numbers are still comparatively small, this process is evidence of both the local economy planning for long term growth and the important role that Vietnam can play in the ASEAN region. “Vietnamese companies are choosing their targets wisely,” he said. “They are looking at real estate assets, mining, oil & gas as well as hydro and projects and there is a real knowledge transfer taking place too. Vietnamese companies are passing on the skills and know-how they have been given by the US, Japan and Korea over the years.”

Changes in the windLegislative changes, just like FDI flows into and out of Vietnam, are cascading abundantly at the moment. According to lawyers ALB interviewed for this report, the country’s National Assembly will have either considered or adopted no less than 32 new laws or amendments to existing ones by the end of 2011. It should come as no surprise that in a country which has come to depend heavily on foreign

capital, a great number of these pertain to regulating the flow of FDI.

Thierry Gougy of DFDL Mekong singles out amendments to the country’s Enterprise Law as perhaps the most important. Contained within Decree 102, the law’s effect now means that local enterprises, which are held at 49% or below by a foreign investor, will be treated as a local company. Gougy, and others ALB consulted, agree that this change will make closing M&A deals in the country a little easier.

“Before [the change] when a foreign investor purchased a stake in a local company the question we all needed to ask was how that investment would be treated,” said Gougy. “The right advice from the government was extremely hard to get and clients would think twice about their deals.”

Lawyers note that it was not uncommon for clients to shelve projects altogether for want of legal clarity or use local nominee companies, the latter of which was described as “risky and overly complicated.”

The changes all assert will play a major role in boosting investment into the country. “The changes have clarified a lot of issues,” assert Gougy. “It will attract new investors, not necessarily Greenfield investors but certainly financial and strategic bidders will enter the market.”

While the majority of the changes will have a positive impact on levels of foreign investment into the country, some will have the opposite effect. In July next year the National Assembly is expected to ratify an amendment to the country’s Law on Minerals. The amendment will, among other things, introduce a more dedicated mining license system to stop Vietnam “bleeding minerals”.

The mining industry is understandably worried about the changes. After all, many have been operating in the country without tight licensing requirements for the better part of two decades. “If the goal is to develop the mining industry and discover new mines, the new law should encourage this,” Steven Dudka, a chief representative of Archipelago Company told ALB. “Investors expect to receive incentives, not punishment

“Vietnamese companies are looking at real estate assets, mining, oil & gas as well as hydro and projects and there is a real knowledge transfer taking place too”

Thierry Gougy DFDL Mekong



for their investment. High taxes and insecure tenure are not incentives but restrictions to investors.”

The mining companies have a point. The last time the tax rate on mining projects was increased, FDI into the metal mining sector dropped by almost 25% from US$98m in 2008 to US$29m in 2009.

Lawyers, as is almost always the case, are the most sanguine regarding the changes. They believe that not only will it go some way to improving inherent inconsistencies in the legal framework and help decrease the opaque nature of government policies in the area, but also that once the implementation legislation for enforcement is passed the industry will be better placed to serve the Vietnamese economy. “There may be a drop in foreign investment,” said one lawyer, “but if that investment isn’t willing to comply with environmental safety and regulation rules, it probably isn’t the kind of investment Vietnam wants or needs.” ALB


Profile The Celestine Hotel

In a city as bustling and busy and tokyo, the need for a quiet relaxed escape couldn’t be more important. the Celestine hotel offers this and much more. and while the

Celestine may be considered a ‘boutique’ hotel, everything about it, from its rooms and dining to its customer service and convenience, is five-star.

sensory delightthe Celestine hotel is a sophisticated retreat in the heart of tokyo which offers business and leisure travellers alike the opportunity to spend some ‘quality time’ with themselves. to recharge their batteries, relax their bodies and souls all while taking in the sights of one of the most beautiful cities on earth.

the Celestine hotel many guest rooms ooze relaxation. From the luxurious Simmons pocketed coil mattresses, to high ceiling, sound-proofed rooms each room at the Celestine hotel is an oasis from the outside world. In true Japanese style, not one comfort

is omitted. Restaurant “Grand Cross” offers Japanese and western Cuisines, it welcomes guests from around the world. and the Bar “Suazku” serves the world’s best alcoholic beverages including more than a hundred types of single malt whiskey.

the Celestine is built on the site where the Satsuma Palace once stood (the palace where the princess “atsuhime” related to the ruling Shogun lived). although the Celestine may not have been around during this period, it stands on hallowed ground and can trace its roots back to the tokugawa Shogun.

a Celestial experienceState-of-the art business, conference, entertainment and It facilities are of course standard as are truly world-class customer service standards. the friendly, excellently trained, multi-lingual staff at the hotel guarantee that guests will spend each and every second of their stay at the Celestine hotel in utter comfort.

as always, it’s the little things that the Celestine does so well that set it apart from

the rest. travellers to the hotel are guaranteed a stay that will recharge the batteries while delighting the senses. In essence a stay at the Celestine hotel in tokyo is a truly memorable experience.

The Celestine Hotel Special Offer & Book Now at www.celestinehotel.com/en 3-23-1, Shiba Minato-ku, Tokyo 105-0014 Reservation : +81-3-5441-4111 | Fax : +81-3-5441-4114

the celestine hotel

fEaTuRE | interview >>


three years ago, Erik Pesik couldn’t swim. “I learned how to swim after I relocated to Singapore because we had

a pool in our condo,” said Pesik, a one-time divorce lawyer who is now associate general counsel of Seagate Technology International – the world’s largest producer of hard disk drives and storage solutions. Since then he has completed a dozen multi-sport races in Singapore that involve swimming, including an Olympic-distance triathlon and the Singapore Ironman.

Pesik’s approach to swimming is analogous to his professional life: he takes it upon himself to learn it all. “I have responsibility for all of Asia-Pacific. The way I see it, we’ve been relying on outside counsel quite a bit here in Asia. Part of my personal goal, my reason for being out here, is to reduce our reliance on outside counsel. When the need is there for me to contract an external law firm for advice, I do. But my first choice is to learn it and do it myself. I can’t do it myself and there isn’t someone in our US headquarters that I can rely on to back me up… and when I contract an outside counsel, I need somebody who can understand that while I’m relying on them to advise me today, I’m also using them and their advice to educate me so I can use them less tomorrow.”

As a fresh law school graduate,

in-houSe perSpective


58

Eric Pesik:

Seagate Technology International


59www.legalbusinessonline.com 59

Pesik set up his own practice in downtown Santa Cruz, California more than a decade ago. After a short stint working referral cases from lawyers he met in his previous job as a court legal clerk, he was offered to practice as an associate at local full-service firm Baskin & Grant, dealing primarily with general legal matters but most significantly with divorce law cases. A few years later a friend insisted he interviewed at Seagate, and at that point Pesik left private practice to work as an in-house lawyer.

Pesik arrived in Singapore in July 2007 as legal director of the Asia-Pacific operational arm of Seagate, but the 10-year path that led him there was somewhat unorthodox. He left the legal department for two years to work in the materials and operations team and went on to manage strategic commodities, such as precious metals, and glass and aluminium substrates and media (disk that store data), before returning to legal.

“I learned quickly from working on the business side that the majority of our business operations are in Asia – our key customers, suppliers, and employees. So to come here with Seagate is one of the biggest opportunities that I’ve had. You see multinational companies growing in Asia where they might be flat or shrinking in the US. And a lot of these companies are like Seagate, with a legacy of having all their lawyers in the US and few lawyers in Asia. It has given me a lot of opportunities to work across a range of legal issues in Asia that likely would have been divided up among several lawyers in the US,” he said.

Pesik works out of Seagate’s Ang Mo Kio office, single-handedly dealing with the broad general business legal matters of Seagate. He was recently joined by an intellectual property counsel in Singapore to handle the copyrights, patents and trademark issues.

On a day-to-day basis, Pesik’s work encompasses a range of practice areas: from construction to employment, general purchase agreements to mergers & acquisitions. Generic

business contracts are also drawn by Pesik ranging from less than US$100,000 to more than US$100m in value.

Singapore, Malaysia, Thailand and China are the four jurisdictions are where Seagate has its major operations,” Pesik said.

“We take care of the whole of Asia,” Pesik said. “Because of the imbalance in lawyers versus transactions in Asia, if we were to grow our legal team anywhere, we would want to grow with local additions rather than with American secondments,” he said.

A particular challenge for Pesik has been construction law.

In Asia, Seagate is expanding its factories in China and Thailand, and in the face of the growing amount of construction, Pesik has opted to self-educate on construction law and general business law in China along with relying on expertise of colleagues.

“Being a general commercial lawyer, I had little exposure to construction law before I came to Asia. The added complication of different jurisdictional issues meant I had a lot to learn and at first it was really daunting, but now I am confident working on construction contracts,” he said.

external advisorsThe principal legal advisor Pesik seeks for help at Seagate is Baker & McKenzie and its affiliate firms across Asia. “As an outsider, what I look for when using a local law firm for advice is not just expertise in the law, but also a contextual understanding of how local business gets done, what the unique issues are, what happens in real life.

“The biggest mistake that a firm made in one of my first engagements in Asia was to assign a low-level associate

who gave me a form contract and some generic law-book answer that wasn’t tailored to what I wanted. I took what they gave me and worked with it. I found other legal resources to help me, but I remember thinking to myself ‘boy, I really shouldn’t be paying for this!’”.

What Pesik recommends is for external firms to ask more questions, pay more attention, and challenge their clients to clarify exactly what they are after. In addition, Pesik believes many law firms could up their offering a notch by becoming more business-friendly and refraining from the tendency of “over-lawyering”.

Pesik says he has had trouble finding the right Chinese external counsel to engage as the local lawyers he approaches don’t have their own teams in mainland China. Even with the ones that have offices in Hong Kong, lawyers were not automatically able to practice mainland Chinese law. “It’s actually quite difficult for me in Singapore to find a Chinese law firm to help. I even have some books and articles to help me understand how to engage good lawyers in mainland China,” he says. ALB

► erIK PeSIK’S AdVICe To ASPIrIng gCS

“It takes really broad experience. It’s like training for an Ironman – you can’t be a specialist in only one area. I left legal to work on the business side for a couple of years and that gave me a real understanding of what the business people want. A great legal resume will get you in the door, but when it comes to pleasing your clients, you really must demonstrate solid business credentials in general commercial matters. And you have to be willing to do something new. Like learning to swim; you have to be able to say “okay, I don’t know anything about construction law, but I will go and learn it for you because that’s what we need to do.”

► qUICKFACTS:SEAGATETECHNOLOGY• First established as a disc drive manufacturer in 1979

• Went public in its initial public offering in 1981

• Taken private in 2000, the year that Pesik joined

• Named the Forbes Magazine Company of the year in December 2006

• Grossed revenue of approximately US$11.4bn and netted an income of US$1.6bn in fiscal 2010

fEaTuRE | energy & resources >>


the insatiable appetite of asia’s growing economies for raw materials, often via robust state-owned enterprise involvement, kept the energy & resources sector moving strongly through the GFC years. Post-crisis, the feeding frenzy continues but on a new playing field. Pamela Hamer-Koh investigates the trends underpinning e&R practice in the region

ENERGY&RESOURCES:

BigGOVERNMENT,

BigDEALS



Two key trends

•Shiftinlong-termpatternofpartnershipsinbothpublicandprivatesectors

•Changeinglobalflowofcapitalfunding,post-GFC

Long-term relationships have evolved and taken new forms between state-owned entities and mid-cap companies in the post-

GFC arena. Burgeoning GDPs and populations have driven governments and state-owned enterprises along an aggressive trail of resource acquisition with little reliance on capital markets funding, against a background of reduced liquidity and availability of funding.

“Historically, lots of projects were financed largely by western financial institutions, with some local financial institution involvement in Asia and multilateral involvement such as the Asia Development Bank (ADD) and others. But the flow of capital has

changed. I wouldn’t say it’s dried up from the historic entities but it’s certainly less liquid than it was before,” Clifford Chance head of energy and infrastructure, Geraint Hughes, says.

Indeed, most would agree banks are now more risk-averse and have higher thresholds to meet in terms of the nature of each project. “If you think again about Asia and the type of companies that are doing the deals here, the state-owned companies were never dependent on the financial market – it hasn’t impacted them at all. But the bigger international oil & gas companies were hit because the cost of borrowing went up,” says Herbert Smith head of energy Asia, Anna Howell. “We are still seeing a lot of M&A activity, fundamentally because state-owned companies have got the money to spend on resources. And they are going to get resources.”

Howell points out that state-owned companies are increasingly going into

1Interest in Asian mega-projects is much greater than 10 years ago. “The main change to the models is that we’re seeing more and more macro projects being done – big-ticket projects. More and more of these projects have Chinese capital which is really driving their development and growth,” says geraint Hughes of Clifford Chance”

Mega-projects

► energy & reSoUrCeS worK: fUTUre TrendS To wATCH

2Population growth continues to act as a potent driver for demand in this region, and countries like the Philippines and Indonesia, as well as the economically expanding giants of India and China, are consequently driving both the demand for and supply of coal, gas and oil

Demographics

3with the growing level of cross-border partnership and international activity, an increase in disputes and arbitration work is inevitable, and experienced arbitrators with specific and regional expertise in energy & resources are likely to be in high demand

Disputeresolution

“State-owned companies don’t necessarily rely on the financial markets, so were suddenly able to accelerate on some of these acquisitions”

Anna Howell Herbert Smith head of energy Asia



Loo & Partners LLP 16 Gemmill Lane Singapore 069254 Tel : (65) 6322-2288 Fax : (65) 6534-0833 Email : [email protected] Website: www.loopartners.com.sg Loo & Partners LLP (Registration No. LL0800566K), registered with liability in Singapore under the Limited Liability Partnerships Act (Chapter 163A), was converted from the firm “Loo & Partners” to a limited liability partnership with effect from 28 May 2008.

largest base metals company in Canada, by CIC in 2009 are good illustrations. Just this week, Sinochem Group, a Chinese chemical conglomerate, has formally asked the Chinese government to back its hostile bid, estimated to be in the region of USd 40 billion to USd 60 billion, for Canada’s Potash Corporation, the world largest fertilizer company, against the USd 39 billion offer made by BhP Billiton. ALB: why are the Chinese enterprises so aggressive in their pursuit of overseas M&a of e&r?LCC: the M&as for e&R are carried out by the Chinese as a national effort. I have already touched on the strong financing support which the CdB has been providing to the Chinese enterprises for such acquisitions. a deep pocket makes such acquisitions easier. It is noteworthy that the Chinese government has also issued express policy directives in encouraging the Chinese enterprises to acquire overseas resources, mining and energy interests. with easy funding and official encouragement, the Chinese enterprises have been effecting acquisitions not just for short-term economic benefits, but, very often for indirect long-termed strategic benefits, for which enterprises from other jurisdictions would not be in a position to undertake. For instance, the 20% acquisition by the state-owned Industrial and Commercial Bank of China (ICBC) in South africa’s Standard Bank for USd 5 billion was carried out to provide ICBC with an indirect and long-term strategic access to the mining, energy and other natural resources in africa. ALB: what are the general methods used in acquiring e&r?LCC: theodore Moran has identified four basic patterns of e&R acquisitions: (1) the predator/buyer takes an equity stake in a major producer/target to procure a share of production; (2) the predator/buyer takes an equity stake in an independent producer/target to procure an equity-share of production; (3) the predator/buyer makes a loan to a price-making producer/target (one of a handful of firms with market shares large enough to affect industry prices, i.e. the larger government producers among the organisation of Petroleum exporting Countries (oPeC) in return for a purchase agreement to service the loan; and (4) the predator/buyer makes a loan to a price-taking producer/target (part of

Loo Choon Chiaw

energy & Resources Q&a Loo Choon Chiaw discusses the promise of asian energy and resources in 2010 with aLB

Asian Legal Business: with the improvement of market sentiments, has there been an increase in M&a activities?Loo Choon Chiaw: Global M&a activity has been at its peak since late 2009. according to Bloomberg news, global takeovers announced to date have totalled USd 1.29 trillion, approximately an increase of approximately 23% from last year.

ALB: how about the M&a activities in the e&r sector?LCC: It has been reported that natural resources companies, including miners, oil and natural gas producers and fertilizer manufacturers, have launched a total of USd 316 billion in M&a deals in the first eight months of this year. ALB: China has been conspicuous for its activities in the e&r space. do you expect China’s interest in e&r to continue will change in the months ahead?LCC: with a population of 1.3 billion and a real GdP growth rate in the region of 10% per year, China, one of the fastest growing economies in the world, has an insatiable demand for e&R. China’s need for energy is projected to increase by 150% by 2020. take oil for example, China’s oil consumption grows by 7.5% per year, seven times faster than the United States. China’s rich e&R base has been depleting speedily in tandem with its phenomenal economic growth and rapid urbanisation. For strategic reasons, China has to rely on imports for critical supplies of fuel and minerals. China’s pursuit of e&R shall continue. She really has no choice.

ALB: what distinguishes China’s overseas M&a activities for e&r from the others?LCC: Unlike the M&as from other jurisdictions, China’s strategic acquisitions of e&R are usually publicly funded. For instance, the China development Bank (CdB) has recently loaned the state-owned China national Petroleum Corporation USd 30 billion to build up the latter’s war chest for its overseas acquisition spree. China Investment Corporation (CIC), China’s sovereign wealth fund, has also been busy undertaking strategic acquisitions. the USd 3 billion acquisition of the equity stake in Blackstone, the largest United States private equity firm, by CIC in 2007 and the USd 1.5 billion purchase of a 17.2% equity stake in teck Resources, the



the competitive fringe of firms with market shares too small to affect industry prices) in return for a purchase agreement to service the loan. each of the four approaches will allow the target to have preferential access to a long-term supply of e&R. ALB: Oil and gas will continue to cast the largest shadow over the e&r industry in asia Pacific but what other sectors would you identify as bright spots in the region?LCC: as highlighted in the Pew Report, the ‘clean energy’ space has experienced investment growth of 230% since 2005. even during the Global Financial Crisis, the investment growth declined by a mere 6.6% in 2009. Clean energy investments in the G-20 reached an average of USd 32 billion in each of the last three quarters of 2009. Industry experts have estimated that clean energy investments would reach a staggering USd 200 billion in 2010. the numbers are clear. the trend seems obvious. the tone has been set. the ‘clean energy’ space shall be the blue-eyed boy of the investment community in the next decade and beyond. ALB: what are the motivations behind the investments in the clean energy space?LCC: I certainly do not believe that the reduction of global warming and the promotion of renewable energy were the investors’ preoccupation. one must not expect the investors to be so altruistic. they basically behave as rational economic men. they have to account to their shareholders or funders on the returns and yields from the investments. the investors are motivated by pure economic reasons. there has been a concensus among the more astute investment and business specialists that clean energy economy will emerge as one of the most exciting investment opportunities of the 21st century. there has also been an increasing recognition by governments around the world that safe, reliable, clean energy, for instance, solar, wind, biofuels and the likes can create more jobs, offer business opportunities, reduce independence on foreign energy sources, enhance national security and reduce global warming pollution. the more enlightened governments have also introduced policies to stimulate investments in clean energy space, which attained some success in attracting those investments.

ALB: at the height of the global financial crisis, industry practitioners cited severe difficulties in obtaining financing for e&r deals. has the situation improved, and given the improvement in general financing conditions, have you seen the entry of new types of finance in the clean energy sector?LCC: Financing generally takes one or a combination of three basic forms: (1) asset financing, which is used in connection with the installation of physical assets, namely clean energy equipment, such as wind turbines, solar PVs, solar and energy efficient smart grid, hydro capacity, that generate energy in the form of power and heat. (2) public offerings, which allows the company to raise the much needed capital for expansion and growth, and (3) venture capital or private equity financing, which is usually associated with technology innovation and development. these methods of financing remain basically the same, although the detailed terms and conditions have changed from time to time in the light of the prevailing economic and financial circumstances. ALB: as one of the leading boutique corporate practices in the region undertaking e&r deals, has your firm been kept busy with e&r and clean energy deals?LCC: we are most fortunate to have been blessed with a quality and loyal clientele. our natural Resources and energy Practice (nReP) colleagues have been kept very busy, especially so since late 2009, in undertaking various e&R deals, including, the acquisitions of strategic interests in coal mines in Indonesia, Inner Mongolia and Russia and the acquisition of a shipyard with port facilities in the Sovgavan special economic zones in Russia. the firm has also been mandated by a leading Russian energy conglomerate for the acquisition of listed platforms in the region to spearhead its proposed business operations in the asia Pacific region. our nReP colleagues are also in the process of setting up a Russia-linked energy and natural resources fund. on the clean energy front, we have just completed the IPo of Leader environment technologies Limited, a leading PRC based environmental protection solutions provider specialising in the treatment of industrial waste-gas and waste water emission, in July this year.

Loo Choon Chiaw discusses the promise of asian energy and resources in 2010 with aLBALB: as a specialist practitioner, can you share your general thoughts on e&r which we have discussed?LCC: thanks to the internet, ‘space’ has vanished, time has ‘ceased’. the whole world is now truly a global village connected by electronic communication systems. what we do will affect our neighbours in the global village. Indeed, to use John donne’s phrase, ‘no man is an island, entire of itself.’ we are still grappling with the basic economic issue of allocation of resources, namely, the way in which the limited, exhaustible and fast depleting e&R should be distributed among the competing needs of the inhabitants in this global village. Unless the unlimited desire and demand for e&R is checked, the future of this global village certainly looks bleak. there is already a reference to the arctic war, the Last energy war, or the third (and last) world war. another heresy? Perhaps not. If you key in the phases ‘the arctic oil’, ‘the Peak oil’, ‘the last world war’ or ‘the energy war’, numerous articles alerting the readers of the potential arm conflicts among the members of nato and the Russia, and their respective postures concerning Peak oil will appear on the LCd of your Blackberry, iPad or notebook. ALB: how about clean energy?LCC: the switch to alternative energy and the adoption of ‘clean energy’ seems an inevitable conclusion. It must be the collective responsibility of all inhabitants, namely the governments, the industries and the individuals, of this global village to embrace the switch. each shall have to play its/his/her part before it is too late. there is certainly no place for the likes of Rda Corporation in search of their ‘unobtanium’ in this global village.

as a born optimist, I have every confidence that the inhabitants of our global village will do the right thing. Perhaps, all of us should heed the impassioned plea by Jeremy Rifkin to be involved in the third Industrial Resolution or the distributed energy Revolution, which may open doors to a new post-fossil fuel era, where the inhabitants in the global village shall be able to create its/his/her own energy, store it and then distribute it to each other. Individuals will load solar power from sun, wind from turbines and even ocean waves on each coast. Buildings will become power plants that will loan renewable energy. Smart power grids or inter-grids, for lack of a better term, will facilitate easy distribution of energy among the inhabitants.



partnerships with companies where perhaps there previously would not have been such an opportunity.

So while the mood of the capital markets may have been somewhat sullen, the region’s need for resources has continued largely unabated, and the public sector has moved to fill the gap.

A case in point comes from one of the more remote corners of the region – Mongolia. On 15 September, Hogan Lovells announced its appointment as advisor to state-owned mining company Erdenes MGL – the sole owner of the mining operations for the Tavan Tolgoi project in the west of the country. Often called the world’s biggest untapped coking coal deposit, Tavan Tolgoi holds a coal reserve of 6.5bn tonnes. The multi-billion-dollar public-private partnership (PPP) project is indicative of a growing trend within the region – as project models shift with the change in funding patterns sparked by a liquidity crisis.

Partner Batbayar Byambaa of Mongolian firm GTS Advocates notes a dramatic increase in mining investment in Mongolia and attributes the upswing in mining transactions significantly to the signing of a number of mega-deals by the Mongolian government at the tail-end of the financial crisis. “Last year, the government signed an investment deal with Rio Tinto and Ivanhoe – that was the starting point of the flood of investment into the mining sector in Mongolia,” he says.

While it is perhaps accentuated in Mongolia’s tiny economy, the trend is manifest right around the region. According to Hogan Lovells’ head of infrastructure and project finance Asia, James Harris, the firm has had a substantial amount of work from many areas. “We’ve been doing stuff with three types of clients: private-sector developers, investors, buyers or sellers; lenders to these people; and governments or governments assisted by a multilateral such as the World Bank, IFC or ADB,” he says. “The strongest countries would be – working from south to north – Indonesia, Vietnam, Philippines,

China, Mongolia, and India to the east.”

And the experience has been similar at other firms active in the sector. “PPPs have been very successful in Singapore and a number of Asian countries are trying to replicate its success. It is certainly an up-and-coming trend in the region,” Norton Rose of counsel Nicola Davies tells ALB. “Thailand, Malaysia and Indonesia – with their government agencies – are dedicated to looking at ways to procuring infrastructure through similar models; Indonesia for example, is ramping up on the PPP front.”

The Chinese factor

•Wherethereiscommodities,thereareChinesebidders,financiers

•Public-backedprojectsontherise•FinancialandtechnicalexpertiseofChina/

Asiagrowing

China has more than doubled its energy consumption in the last decade and has just surpassed the US as the world’s largest energy consumer, according to a Thomson Reuters report of 31 August 2010. But despite power projects in China largely being in the domestic domain, a number of international firms are receiving more instructions from Chinese clients looking to make overseas acquisitions.

“In the last 18 months to two years we’ve seen China make massive strides to acquire commodities globally. We’ve been doing deals with Chinese state enterprises in Brazil, Russia, Turkmenistan, Uzbekistan, Botswana and Australia – literally, where there are commodities in which China can take an interest, we’ve been working with them on those deals,” Hughes says. “A huge amount of Chinese capital has come into the market. So whether you’re looking to develop an LNG facility in China, or if you’re looking to develop a coal mine in sub-Saharan Africa, you expect two aspects: first, for Chinese parties to be interested in bidding to be involved in those projects; and second, for Chinese capital to underpin the financing of the projects. The common factor in those

“Thailand, Malaysia and Indonesia – with their government agencies – are dedicated to looking at ways to procuring infrastructure through similar models; Indonesia for example, is ramping up on the PPP front”

Nicola Daviesof counselNorton Rose



trends is China being the engine of growth in this sector.”

The dominance of China when it comes to bidding for E&R assets around the world has been observed by many, but the country’s involvement does not stop there. “What we’re seeing is quite an interesting trend developing with the Chinese – they can act as either developers, suppliers of equipment, or funders. Their activity levels are on the increase in the market,” Harris says.

Indeed, China’s rising financial and technical expertise is boosting its position in the E&R arena, not just in the region but globally. “Oil & gas is one key sector. Within the last 12-18 months, not only [the Chinese] are looking to acquire gas in a trans-Asia pipeline deal which stretches across Turkmenistan, Uzbekistan, Kazakhstan and China, but also put the pipeline in place over some fairly

difficult terrain across three countries to bring it into China,” Hughes says. “So that shows the commitment and technical expertise that exist within China – in addition to financing expertise.”

Present trends in e&r legal work

•Oil&gasshowssignificantgrowth•LNG/coalbedmethane/cokinggason

therise•Cleantechnologiescometothefore

Oil & gas For the past six years, the oil & gas sector has seen a flurry of M&A activity as Chinese, Thai and Indian companies – traditional net importers of oil and gas – have taken stakes in projects around the world. In Indonesia, deep-sea assets are currently being auctioned off.

“Historically, Indonesia, Malaysia and other countries in South-East Asia

“Three years ago, an emerging resources company with strong assets could put together a project finance loan with a syndicate of

international banks. The market for patient debt capital remains patchy, and such companies are more likely to issue convertible bonds or to raise equity in the current market”

► Andrew Arnold, general counsel, lynas Corp

http://www.ntu.edu.sg



have been countries rich in resources and countries in North Asia had less so that always spurred an interest in securing their supplies. The Japanese were the first to enter into long-term agreements and would take smaller equity stakes. But when the Chinese hit the market in a big way six years ago, they started taking much bigger stakes in these oil and gas projects, so the whole complexion of the market changed. Then the Indians followed, in oil & gas auctions where you used to only see international companies,” Howell says.

Today’s oil & gas lawyers, therefore, operate against a background of heightened competition for assets, smaller numbers of bilateral deals on offer, and more deals being in the form of auctions.

LNG/coal bed methane (CBM)/coking gas “In terms of sectors, LNG and gas have been very, very active,” Howell says. “Those projects are on a different scale to the other projects. In China and India, there are CBM projects and there has been legislation for some time but those projects are quite small mainly because there is no infrastructure in those countries to carry the gas very far. Australia has

taken CBM to a whole new level – there are projects that are actually building infrastructure to take the gas to the coast, liquefy it, and then ship it off as LNG, which is a hugely capital-intensive exercise. There is a huge change in the value of the projects and therefore you need a lot of complicated legal structuring and LNG off-take agreements which we don’t have in these smaller projects,” she says.

Constraints in this burgeoning sector do, however, exist. “The key issue is, is there necessarily the demand in the mid-term for all that gas and is there sufficient capital in the market for the short term to fund the development of those projects,” says Hughes.

Clean technologyThe role of technical expertise is rising in importance as a determining factor in which types of projects win funding in today’s E&R market, and this is nowhere more the case than in the clean technology sector.

According to Hughes at Clifford Chance, sustainable resources and clean energy are the fastest growing areas within his firm’s business. “We’ve been working on huge solar and wind developments in Thailand. We’ve also been doing a lot of work in terms of

Nippon Mining - Nippon Oil Business Integration Davis Polk & Wardwell Mori Hamada & MatsumotoNishimura & AsahiRopes & GrayShearman & SterlingSimpson Thacher & BartlettSullivan & Cromwell

ENERGY&RESOURCESDEALS–PICKOFTHEBUNCH

China Petroleum & Chemical Corporation Acquisition of Oil Industry Assets GuantaoHerbert Smith

CIC-Teck Resources Stake Acquisition Paul, WeissStikeman Elliott Torys

CNNC Sanmen Nuclear Power Project Phase ISunshine

Datang Wind Farm FinancingAtsumi & PartnersMilbank TweedMomo-o, Matsuo & NambaNorton RoseRun MingSimmons & Simmons

US$11.7bn

The following deals were all finalists in the various ALB Law Awards 2010 events around the region

US$742m US$1.5bn US$3bn US$49m

“whether you’re looking to develop an lng facility in China, or a coal mine in sub-Saharan Africa, you expect two aspects: first, for Chinese parties to be interested in bidding to be involved in those projects; and second, for Chinese capital to underpin the financing of the projects”

Geraint Hughes Clifford Chance



putting wind farms into Taiwan and these wind farms are getting bigger and bigger. The third element is really around the capital raising work that we are doing for these companies,” Hughes says.

In July 2010, Clifford Chance announced its role acting for the lenders of the landmark 74MW solar plant located in the Lopburi province of Thailand. Upon completion, the project will be the largest photovoltaic power project to date. Construction of the plant started in July, with a power purchase agreement already in place with the Electricity Generating Authority of Thailand. The lenders to Natural Energy Development include the Asia Development Bank, Kasikornbank, Siam Commercial Bank and Bangkok Bank.

In a move that makes the shift in corporate and public attitudes around the region towards clean energy projects clear, Thailand has pledged to meet 20% of its domestic energy needs using renewable sources by 2020.

Focus on riskOne consequence of the changed risk appetites of banks is an emerging trend of caution that is extending many project timelines beyond their

anticipated completion dates. Financiers freshly aware of their

risk exposure are looking into the operational side of projects – down to health & safety conditions, subcontracting details and insurance amongst other things – more than ever before, creating higher volumes of risk management work for their legal advisers.

“Since the Macondor incident, risk exposure has become a whole new area of focus for companies –which wouldn’t have been the case before. So we’re seeing the analysis of operational risks coming to the fore which we didn’t have in Asia or with Asian companies in the past, as a general rule,” Howell says.

The E&R sector is evolving towards a cleaner, greener and more technologically-driven marketplace with inter-regional deal activity and PPPs the name of the game – now and in the coming years. Most undeniably, populous Asian countries such as China and India are driving resource acquisitions globally to secure supplies for their booming populations.

An active deal market coupled with a new sense of thoroughness in deal selection and due diligence spell sturdy growth for the E&R practises of well-positioned firms. ALB

Shangdong Nuclear Power Project FinancingAllBrightShandong Shunda

Sinopec - Addax Petroleum AcquisitionFasken Martineau DuMoulinOsler, Hoskin & HarcourtStikeman ElliotVinson & Elkins

Sinopec SABIC Tianjin JV FinancingGlobalJun HeKing & Wood

Posco Power Corporation Multi-currency Project FinanceKim & Chang

KS Energy - Aqua-Terra - SSH privatisationAllen & GledhillClifford ChanceDrew & NapierStamford Law CorporationWongPartnership

US$267m US$8bn US$2.7bn US$589m US$246m

“we’re seeing the analysis of operational risks coming to the fore which we didn’t have in Asia or with Asian companies in the past, as a general rule”

Anna Howell Herbert Smith head of energy Asia


maRkET DaTa | M&A >>

Asia-Pacific M&A Activity - Quarterly Trends

League Table of Financial Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2010 - October 15, 2010)League Table of Legal Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2010 - October 15, 2010)

30-Sept-10 AIG Star Life Insurance Company Limited; and AIG Edison Life Insurance Company

Prudential Financial IncAdvising seller:Nagashima Ohno & Tsunematsu; Simpson Thacher & Bartlett

Advising seller's financial advisors (Goldman Sachs; JPMorgan): Gibson Dunn & Crutcher

Nishimura & Asahi 4,200American International Group Inc

28-Sept-10 Mineracao Usiminas SA (30% Stake)

Sumitomo Corporation Morrison & Foerster Usinas Siderurgicas de Minas Gerais

1,350

10-Oct-10 Chesapeake Energy Corporation (Eagle Ford Shale project) (33.3% Stake)

Advising seller:Commercial Law Group; Wachtell, Lipton, Rosen & Katz; WilmerHale

CNOOC Limited Vinson & Elkins Chesapeake Energy Corporation

1,080

5,03515-Oct-10 PLUS Expressways Berhad (35.34% Stake)

UEM Group Berhad; and Employees Provident Fund Board

01-Oct-10 Repsol Brazil (40% Stake) Advising seller:Latham & Watkins

China Petroleum & Chemical Corporation

7,109Vinson & Elkins Repsol YPF SA

67915-Oct-10 The MAC Services Group Limited

Freehills Oil States International Inc Mallesons Stephen Jaques; Vinson & Elkins

27-Sept-10 PT Chandra Asri PT Tri Polyta Indonesia TbkAssegaf Hamzah & Partners Adnan Kelana Haryanto & Hermanto

920

11-Oct-10 Colonial Pipeline Company (23.44% Stake)

Advising seller:Jones Day

Kohlberg Kravis Roberts & Co; and National Pension Service of Korea

Simpson Thacher & Bartlett Chevron Pipe Line Company 1,000

30-Sept-10 MMX Mineracao e Metalicos SA (15.3% Stake)

SK Networks Company Limited

Cleary Gottlieb Steen & Hamilton; Pinheiro Neto Advogados

699

AnnouncementDate

Target Company Target/SellerLegal Advisor

Bidder Company Bidder Legal Advisor Seller Company Deal Value(USDm)

Asian Legal Business ISSUE 10.11

Top 10 Announced Deals - Asia-Pacific (September 18, 2010 - October 15, 2010)

Valu

e (U

SDm

)

Value (USDm)

Num

ber o

f dea

ls

Volume

00

40,000

60,000

80,000

100,000

120,000

140,000

160,000

20,000

600

700

800

400

500

100

200

300

900

Noble Group LimitedAdvising seller:Simpson Thacher & Bartlett; Sullivan & Cromwell

Allen & Gledhill; Davis Polk & Wardwell; Sutherland Asbill & Brennan

Royal Bank of Scotland Group Plc; and Sempra Energy

20-Sept-10 Sempra Energy Solutions LLC 582

MARKET DATA | M&A >>

M&A TRANSACTIONS AND STATISTICAL ANALYSIS

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

Rank House Value (USDm) Deal Count

1 Herbert Smith/Gleiss Lutz/Stibbe 60,932 13

2 Debevoise & Plimpton 54,279 5

3 Norton Rose 45,777 33

4 Slaughter and May 43,754 13

5 Simpson Thacher & Bartlett 39,611 13

6 Sullivan & Cromwell 39,212 10

7 Davis Polk & Wardwell 37,727 13

8 Cleary Gottlieb Steen & Hamilton 37,549 6

9 Mallesons Stephen Jaques 37,260 44

10 Cravath Swaine & Moore 36,988 2

Based on announced deals, including lapsed and withdrawn bids, from 1 January 2010 to 15 October 2010

In association with


1 Morgan Stanley 48,510 33

2 Credit Suisse 39,952 32

3 UBS Investment Bank 39,850 37

4 Goldman Sachs 38,933 43

5 Bank of America Merrill Lynch 34,416 23

6 Rothschild 33,390 35

7 HSBC 33,390 17

8 Deutsche Bank 32,089 32

9 Barclays Capital 29,954 14

10 Standard Chartered 26,632 13

Based on announced deals, excluding lapsed and withdrawn bids, from 1 January 2010 to 15 October 2010

Q103

Q209

Q410*

Q310

Q210

Q110

Q409

Q309

Q109

Q203

Q303

Q403

Q104

Q204

Q304

Q404

Q105

Q205

Q305

Q405

Q106

Q206

Q306

Q406

Q107

Q207

Q307

Q407

Q108

Q208

Q308

Q408


maRkET DaTa | M&A >>

Asia-Pacific M&A Activity - Quarterly Trends

League Table of Financial Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2010 - October 15, 2010)League Table of Legal Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2010 - October 15, 2010)

30-Sept-10 AIG Star Life Insurance Company Limited; and AIG Edison Life Insurance Company

Prudential Financial IncAdvising seller:Nagashima Ohno & Tsunematsu; Simpson Thacher & Bartlett

Advising seller's financial advisors (Goldman Sachs; JPMorgan): Gibson Dunn & Crutcher

Nishimura & Asahi 4,200American International Group Inc

28-Sept-10 Mineracao Usiminas SA (30% Stake)

Sumitomo Corporation Morrison & Foerster Usinas Siderurgicas de Minas Gerais

1,350

10-Oct-10 Chesapeake Energy Corporation (Eagle Ford Shale project) (33.3% Stake)

Advising seller:Commercial Law Group; Wachtell, Lipton, Rosen & Katz; WilmerHale

CNOOC Limited Vinson & Elkins Chesapeake Energy Corporation

1,080

5,03515-Oct-10 PLUS Expressways Berhad (35.34% Stake)

UEM Group Berhad; and Employees Provident Fund Board

01-Oct-10 Repsol Brazil (40% Stake) Advising seller:Latham & Watkins

China Petroleum & Chemical Corporation

7,109Vinson & Elkins Repsol YPF SA

67915-Oct-10 The MAC Services Group Limited

Freehills Oil States International Inc Mallesons Stephen Jaques; Vinson & Elkins

27-Sept-10 PT Chandra Asri PT Tri Polyta Indonesia TbkAssegaf Hamzah & Partners Adnan Kelana Haryanto & Hermanto

920

11-Oct-10 Colonial Pipeline Company (23.44% Stake)

Advising seller:Jones Day

Kohlberg Kravis Roberts & Co; and National Pension Service of Korea

Simpson Thacher & Bartlett Chevron Pipe Line Company 1,000

30-Sept-10 MMX Mineracao e Metalicos SA (15.3% Stake)

SK Networks Company Limited

Cleary Gottlieb Steen & Hamilton; Pinheiro Neto Advogados

699

AnnouncementDate

Target Company Target/SellerLegal Advisor

Bidder Company Bidder Legal Advisor Seller Company Deal Value(USDm)

Asian Legal Business ISSUE 10.11

Top 10 Announced Deals - Asia-Pacific (September 18, 2010 - October 15, 2010)

Valu

e (U

SDm

)

Value (USDm)

Num

ber o

f dea

ls

Volume

00

40,000

60,000

80,000

100,000

120,000

140,000

160,000

20,000

600

700

800

400

500

100

200

300

900

Noble Group LimitedAdvising seller:Simpson Thacher & Bartlett; Sullivan & Cromwell

Allen & Gledhill; Davis Polk & Wardwell; Sutherland Asbill & Brennan

Royal Bank of Scotland Group Plc; and Sempra Energy

20-Sept-10 Sempra Energy Solutions LLC 582


M&A TRANSACTIONS AND STATISTICAL ANALYSIS

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










9 Mallesons Stephen Jaques 37,260 44


Based on announced deals, including lapsed and withdrawn bids, from 1 January 2010 to 15 October 2010

In association with








7 HSBC 33,390 17




Based on announced deals, excluding lapsed and withdrawn bids, from 1 January 2010 to 15 October 2010

Q103

Q209

Q410*

Q310

Q210

Q110

Q409

Q309

Q109

Q203

Q303

Q403

Q104

Q204

Q304

Q404

Q105

Q205

Q305

Q405

Q106

Q206

Q306

Q406

Q107

Q207

Q307

Q407

Q108

Q208

Q308

Q408

www.legalbusinessonline.com


In association with

Notes: League tables are based on geography of either target, bidder or seller company. League tables of legal advisors include lapsed and withdrawn bids, while league tables of financial advisors exclude lapsed and withdrawn bids. League tables are ranked by value•Statistics includes all deals valued over USD 5m. Where deal value not disclosed, deal has been entered based on turnover of target exceeding USD 10m•Activities excluded from statistics include property transactions and restructurings where the ultimate shareholders’ interests are not changed.•Q4 10* = 1 October 2010 to 15 October 2010

League Table of Legal Advisors to Greater China M&A (Jan 01, 2010 - October 15 , 2010)









8 Weil Gotshal & Manges 35,774 3



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

League Table of Financial Advisors to Greater China M&A (Jan 01, 2010 - October 15 , 2010)


1 China International Capital 20,163 13


3 BNP Paribas SA 13,193 6


5 JPMorgan 10,355 9


7 Royal Bank of Scotland Group 8,870 1


9 CITIC Securities 7,135 5

10 Scotia Capital 7,109 1

League Table of Legal Advisors to Japanese M&A (Jan 01, 2010 - October 15 , 2010)


1 Nagashima Ohno & Tsunematsu 35,072 32

2 Mori Hamada & Matsumoto 28,406 55

3 Shearman & Sterling 21,891 11


5 Nishimura & Asahi 11,922 26

6 Gibson Dunn & Crutcher 9,331 4

7 Skadden Arps Slate Meagher & Flom 8,492 9

8 Anderson Mori & Tomotsune 6,933 14


10 Morrison & Foerster 5,683 13

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

League Table of Financial Advisors to Japanese M&A (Jan 01, 2010 - October 15 , 2010)


1 Nomura Holdings 40,846 55

2 JPMorgan 21,358 10

3 Daiwa Securities Group 16,565 24






9 Citigroup 5,987 6

10 ABeam M&A Consulting 5,537 4

League Table of Legal Advisors to Southeast Asian M&A (Jan 01, 2010 - October 15 , 2010)


1 Allen & Gledhill 8,000 24

2 WongPartnership 6,805 34

3 Rajah & Tann 5,062 10

4 Baker & McKenzie 4,748 15

5 Kadir, Andri & Partners 4,274 2

6 AZB & Partners 3,901 7

7 Freehills 3,867 4

8 Drew & Napier 3,607 6

9 Weerawong, Chinnavat & Peangpanor 3,589 3

10 Clifford Chance 2,887 10

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

League Table of Financial Advisors to Southeast Asian M&A (Jan 01, 2010 - October 15 , 2010)


1 CIMB Group 13,121 20


3 JPMorgan 8,130 5

4 RHB Investment Bank 7,543 6






10 Royal Bank of Scotland Group 4,719 3

League Table of Legal Advisors to Indian M&A (Jan 01, 2010 - October 15 , 2010)


1 AZB & Partners 29,923 50

2 Allen & Overy 12,578 5

3 Linklaters 12,170 4

4 Talwar, Thakore and Associates 10,700 2


6 S&R Associates 9,332 3

7 Latham & Watkins 9,297 2

8 Shepherd & Wedderburn 9,177 1

9 Amarchand & Mangaldas & Suresh A Shroff 6,106 22

10 Crawford Bayley & Company 4,779 2

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

League Table of Financial Advisors to Indian M&A (Jan 01, 2010 - October 15 , 2010)







6 Citigroup 13,050 6

7 HSBC 12,119 6


9 BNP Paribas 10,749 2

10= Global Investment House 10,700 1

10= State Bank of India 10,700 1


maRkET DaTa | capital markets >>

DEBT CapITal maRkETs TRaNsaCTIONs lIsT asia, inc Japan, ex australia & New Zealand22 aug – 18 sep

Issuer proceeds (usDm)

Issue date Currency Bookrunner(s) sector

HONGkONGPHBS Ltd 1,000.000 09/21/10 USD JP Morgan Chase Bank London FinancialsSino-Forest Corp 600.000 10/14/10 USD Bank of America Merrill Lynch; Credit Suisse Consumer StaplesHong Kong Land Finance Cayman 592.590 09/29/10 USD HSBC Holdings PLC; Standard Chartered Bank PLC; UBS AG FinancialsFPT Finance Ltd 400.000 09/20/10 USD Standard Chartered Bank PLC; Credit Agricole CIB FinancialsDah Sing Bank Ltd 175.000 09/29/10 USD HSBC Holdings PLC FinancialsSun Hung Kai Prop Cap Mkt Ltd 64.471 10/06/10 HKD BNP Paribas SA FinancialsINDIaReliance Industries Invest 1,490.500 10/14/10 USD Bank of America Merrill Lynch; Citi; HSBC Holdings PLC; RBS Financials

Canara Bank 222.200 09/27/10 INRAK Capital Services Ltd; Almondz Global Securities Ltd; Axis Bank Ltd; Barclays Bank PLC; Deutsche Bank (India); Edelweiss Capital; ICICI Bank Ltd; ING Vysya Bank; Kotak Mahindra Bank Ltd; Trust Investment Advisors

Financials

IDFC 200.755 09/28/10 INRAxis Bank Ltd; Barclays Capital; Deutsche Bank (India); ICICI Bank Ltd; Trust Investment Advisors; AK Capital Services Ltd

Financials

LIC Housing Finance Ltd 166.650 09/27/10 INRAK Capital Services Ltd; Axis Bank Ltd; ICICI Bank Ltd; ICICI Sec Primary Dealership; Trust Investment Advisors; Yes Bank Ltd

Financials

SIDBI 133.392 09/28/10 INR Axis Bank Ltd; Barclays Bank PLC; ICICI Bank Ltd; ING Vysya Bank; HSBC India Financials

LIC Housing Finance Ltd 104.871 10/13/10 INRAK Capital Services Ltd; Barclays Capital; ICICI Bank Ltd; ICICI Sec Primary Dealership; Trust Investment Advisors; Darashaw & Co Ltd

Financials

IDFC 92.860 09/29/10 INRTrust Investment Advisors; Kotak Mahindra Finance Ltd; AK Capital Services Ltd; ICICI Bank Ltd; ICICI Sec Primary Dealership; Axis Bank Ltd

Financials

Yes Bank Ltd 67.326 09/30/10 INR Trust Investment Advisors; Yes Bank Ltd; Real Growth Projects Ltd; AK Capital Services Ltd FinancialsSIDBI 65.646 09/20/10 INR Axis Bank Ltd; ICICI Sec Primary Dealership FinancialsExport-Import Bank of India 61.938 10/11/10 INR Barclays Capital FinancialsBILT Graphic Papers India 55.005 09/23/10 INR Yes Bank Ltd MaterialsIDFC 43.764 09/20/10 INR Trust Investment Advisors FinancialsLIC Housing Finance Ltd 23.344 09/29/10 INR Barclays Bank PLC FinancialsINDONEsIaBumi Resources Tbk PT 700.000 09/30/10 USD JPMorgan Chase Bank; Credit Suisse; Deutsche Bank AG (London) MaterialsOverseas Union Enterprise Ltd 229.516 10/11/10 SGD Standard Chartered Bank (SG) Media and EntertainmentJapaNMizuho Corporate Bank Ltd 1,350.690 10/14/10 JPY Mizuho Securities Co Ltd FinancialsBank of Tokyo-Mitsubishi UFJ 854.700 10/08/10 JPY Mitsubishi UFJ Morgan Stanley FinancialsSumitomo Mitsui Banking Corp 854.700 10/08/10 JPY Nikko Cordial Securities Inc FinancialsTAOT 2010-C 754.949 09/22/10 USD Barclays Capital; Citi; JP Morgan FinancialsMetropolis of Tokyo 488.400 10/08/10 JPY Mitsubishi UFJ Morgan Stanley; Nomura Securities Government and Agencies

EquITy CapITal maRkETs TRaNsaCTIONs lIsT asia, inc Japan, ex australia & New Zealand19 sep to 16 Oct

Issuerproceeds

(usDm) Issue date Currency Bookrunner(s) sector

HONGkONGBillion Express Investments 1,838.800 09/27/10 USD Goldman Sachs (Asia); China International Capital Co; Nomura International (HK) Ltd FinancialsHengdeli Holdings Ltd 322.015 09/20/10 HKD JP Morgan Secs (Asia) (HK); Standard Chartered Bank (SG) IndustrialsChina Everbright Ltd 299.401 10/05/10 HKD JP Morgan (Hong Kong); China International Capital Co FinancialsIRC Ltd 271.993 10/13/10 HKD Bank of America Merrill Lynch; UBS Ltd; BOC International (China) Ltd; Merrill Lynch International MaterialsKingboard Laminates Hldg Ltd 220.347 09/21/10 HKD CLSA MaterialsKosmopolito Hotels Intl Ltd 153.182 10/05/10 HKD Credit Suisse; Morgan Stanley (Asia) Ltd; Royal Bank of Scotland (HK) Media and EntertainmentSewco Intl Hldgs Ltd 121.809 09/29/10 HKD Guotai Junan Securities (HK) Consumer Products and ServicesCathay Pacific Airways Ltd 110.833 10/13/10 HKD Credit Suisse Hong Kong IndustrialsValue Partners Group Ltd 102.502 10/14/10 HKD Morgan Stanley & Co. Intl plc; JP Morgan Secs (Asia) (HK) FinancialsRuinian International Ltd 84.442 09/27/10 HKD Morgan Stanley HealthcareERA Holdings Global Ltd 56.262 09/20/10 HKD CCB International Capital Ltd; Bocom International Media and EntertainmentVinda International Hldg Ltd 39.804 09/27/10 HKD Bank of America Merrill Lynch Consumer StaplesComba Telecom Sys Hldg Ltd 38.579 09/27/10 HKD BOC International (China) Ltd TelecommunicationsLijun Intl Pharm(Hldg)Co Ltd 37.389 10/04/10 HKD BNP Paribas Securities (Asia) HealthcareVictory City Intl Hldgs Ltd 30.660 10/13/10 HKD Royal Bank of Scotland (HK) Consumer StaplesINDIaTata Motors Ltd 758.232 10/07/10 INR Citigroup Global Markets India; Credit Suisse Group IndustrialsHousing Dvlp & Infrastructure 253.944 09/22/10 INR JP Morgan India Real EstateOberoi Realty Ltd 231.674 10/11/10 INR Kotak Mahindra Capital Co; Enam Securities; JP Morgan India; Morgan Stanley Real EstateOrient Green Power Company Ltd 202.428 10/05/10 INR Goldman Sachs & Co; UBS Securities Inc; JM Financial Group; Axis Bank Ltd Energy and PowerState Bank of Mysore 129.091 10/13/10 INR Trust Investment Advisors FinancialsRamky Infrastructure Ltd 119.208 10/05/10 INR Enam Securities; Deutsche Equities SA IndustrialsVA Tech WABAG Ltd 105.010 09/27/10 INR Enam Securities; IDFC-SSKI Ltd Energy and PowerStrides Arcolab Ltd 100.887 09/24/10 INR IDFC-SSKI Ltd; Daiwa Securities Ltd (India); Royal Bank of Scotland AG; Kotak Mahindra Bank Ltd HealthcareEros International Media Ltd 85.048 09/22/10 INR Enam Securities; Kotak Mahindra Capital Co; Morgan Stanley; RBS Media and EntertainmentIndosolar Ltd 78.187 09/21/10 INR Enam Securities High TechnologyTecpro Systems Ltd 60.284 10/05/10 INR SBI Capital Markets Ltd; Kotak Mahindra Capital Co IndustrialsElectrosteel Steels Ltd 55.004 09/24/10 INR Edelweiss Capital; Enam Securities; SBI Capital Markets Ltd MaterialsAshoka Buildcon Ltd 50.607 10/05/10 INR IDFC-SSKI Ltd; Enam Securities IndustrialsComl Engineers & Body Builders 39.695 10/15/10 INR ICICI Securities & Finance Co; Edelweiss Capital IndustrialsMicrosec Finl Services Ltd 33.090 10/04/10 INR SBI Capital Markets Ltd FinancialsINDONEsIaIndofood CBP Sukses Makmur PT 704.659 09/21/10 IDR Credit Suisse; Deutsche Bank Asia; Kim Eng Holdings Ltd; PT Mandiri Sekuritas Consumer StaplesBumi Resources Tbk PT 362.880 10/05/10 IDR To Be Announced MaterialsLippo Karawaci Tbk PT 252.560 10/13/10 IDR Bank of America Merrill Lynch; CLSA Real EstateTower Bersama Infrastructure 124.992 10/12/10 IDR PT Indo Premier Securities; UBS Securities Inc; UBS Securities Indonesia PT TelecommunicationsJapaNTokyo Electric Power Co Inc 5,728.981 10/12/10 JPY Nomura Securities Energy and PowerMonex Group Inc 196.521 10/04/10 JPY Citigroup Global Markets Japan; Nikko Cordial Securities Inc FinancialsSotetsu Holdings Inc 194.950 10/12/10 JPY Nikko Cordial Securities Inc IndustrialsmalaysIaMMHE 660.870 10/15/10 MYR Credit Suisse; Maybank Investment Bank Bhd; JP Morgan IndustrialsCIMB Group Holdings Bhd 378.027 10/12/10 MYR UBS AG FinancialsLPI Capital Bhd 31.227 09/30/10 MYR Public Investment Bank Bhd FinancialsMongoliaMongolian Mining Corp 748.879 10/05/10 HKD Citigroup Global Markets Asia; JP Morgan (Hong Kong) MaterialspHIlIppINEsCebu Pacific Air Inc 539.778 10/08/10 PHP Deutsche Bank AG (Hong Kong); JP Morgan Securities Asia Pte; Citigroup Global Markets Ltd IndustrialsSM Prime Holdings Inc 151.389 10/13/10 PHP CLSA; Macquarie Equities (Asia) Ltd RetailsINGapOREMIT 423.896 10/12/10 SGD DBS Securities Singapore Pte; Goldman Sachs & Co; Citi; Standard Chartered Asia Ltd Real Estate

Overseas Union Enterprise Ltd 257.951 10/06/10 SGDMorgan Stanley (Asia) - SG; Bank of America Merrill Lynch; CIMB-GK Securities Pte Ltd; Credit Suisse (Singapore) Ltd; Standard Chartered Bank (SG)

Media and Entertainment

Mapletree Logistics Trust 232.419 09/22/10 SGD Citigroup Global Markets Ltd Real EstateMidas Holdings Ltd 153.983 09/28/10 HKD Credit Suisse (Hong Kong) Ltd; JP Morgan Securities Asia Pte MaterialsEzra Holdings Ltd 119.830 10/14/10 SGD DBS Bank Ltd IndustrialsParkway Life REIT 66.207 09/22/10 SGD Goldman Sachs & Co Real EstateAIMS AMP Capital Industrial 61.085 10/14/10 SGD Standard Chartered Bank (SG); Macquarie Bank Real EstateChina Taisan Tech Group 48.694 09/30/10 TWD Polaris Securities Ltd Consumer StaplessOuTH kOREaTaihan Electric Wire Co Ltd 284.255 09/30/10 KRW Tong Yang Securities High TechnologyTaIwaNHon Hai Precision Ind Co Ltd 1,000.000 09/30/10 USD Credit Suisse; Standard Chartered (Taiwan) High Technology

AU Optronics Corp 800.000 10/07/10 USDGoldman Sachs International; UBS AG; Standard Chartered (Taiwan); Citigroup Global Markets Ltd; Bank of America Merrill Lynch

High Technology

Wisdom Marine Lines Co Ltd 36.375 09/24/10 TWD Masterlink Securities Co IndustrialsTycoons Group Enterprise Co 31.912 10/14/10 TWD Ta Chong Securities Co Ltd IndustrialsTHaIlaNDBEC World PCL 126.388 10/12/10 Thai Baht Bank of America Merrill Lynch; Phatra Securities Co Ltd Media and Entertainment


maRkET DaTa | capital markets >>

Yamaguchi Financial Group Inc 368.400 10/15/10 JPY Tokai Tokyo Securities Co Ltd FinancialsJFM 368.370 10/14/10 JPY Mitsubishi UFJ Morgan Stanley Government and AgenciesFujitsu Ltd 366.840 10/13/10 JPY Mizuho Securities Co Ltd High Technology

Japan Finance Corp 366.593 10/08/10 JPYNomura Securities; RBS Securities Japan Ltd; Daiwa Sec Capital Markets; Nikko Cordial Securities Inc; Mitsubishi UFJ Morgan Stanley

Government and Agencies

Kansai Electric Power Co Inc 366.300 10/08/10 JPY Nikko Cordial Securities Inc Energy and PowerKintetsu Corp 364.440 10/07/10 JPY Nomura Securities IndustrialsWest Nippon Expressway Co Ltd 361.980 10/06/10 JPY Nomura Securities; Mitsubishi UFJ Morgan Stanley; Nikko Cordial Securities Inc IndustrialsChiba Prefecture 360.558 10/01/10 JPY GSJCL; Daiwa Sec Capital Markets Government and AgenciesJapan Housing Finance Agency 346.129 10/14/10 JPY Mizuho Securities Co Ltd; Daiwa Sec Capital Markets; Nikko Cordial Securities Inc Government and AgenciesJapan Housing Finance Agency 312.927 10/14/10 JPY Mizuho Securities Co Ltd; Daiwa Sec Capital Markets; Nikko Cordial Securities Inc Government and AgenciesToyota Motor Credit Corp 291.187 10/14/10 NZD Daiwa Capital Markets Europe FinancialsJapan Housing Finance Agency 279.709 10/14/10 JPY Mizuho Securities Co Ltd; Daiwa Sec Capital Markets; Nikko Cordial Securities Inc Government and AgenciesChubu Electric Power Co Inc 245.600 10/15/10 JPY Daiwa Sec Capital Markets Energy and PowerKansai International Airport 245.580 10/14/10 JPY Nikko Cordial Securities Inc IndustrialsFujitsu Ltd 244.560 10/13/10 JPY Daiwa Sec Capital Markets High TechnologyChugoku Electric Power Co Inc 244.200 10/08/10 JPY Mizuho Securities Co Ltd Energy and PowerDevelopment Bank of Japan Inc 244.200 10/08/10 JPY Nomura Securities; Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd FinancialsDevelopment Bank of Japan Inc 244.200 10/08/10 JPY Nomura Securities; Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd FinancialsHokuriku Electric Power Co 244.200 10/08/10 JPY Mizuho Securities Co Ltd Energy and PowerJFM 244.200 10/08/10 JPY GSJCL Government and AgenciesNTT Finance Corp 244.102 10/08/10 JPY Mitsubishi UFJ Morgan Stanley FinancialsMetropolitan Expressway Co Ltd 242.960 10/07/10 JPY Mizuho Securities Co Ltd; Daiwa Sec Capital Markets Government and AgenciesShikoku Electric Power Co Inc 240.440 10/05/10 JPY Nomura Securities Energy and PowerTHK Co Ltd 159.627 10/14/10 JPY Nomura Securities IndustrialsToyota Motor Credit Corp 149.070 10/14/10 AUD Daiwa Capital Markets Europe FinancialsTF Auto Loan Trust Certificate 145.964 09/27/10 JPY Sumitomo Trust & Banking FinancialsAmerican Honda Finance 137.000 10/08/10 USD Bank of America Merrill Lynch; Deutsche Bank Securities Corp; Williams Capital Group LP FinancialsMitsui & Co Ltd 122.800 10/15/10 JPY Mitsubishi UFJ Morgan Stanley Consumer Products and ServicesMitsui Chemicals Inc 122.800 10/15/10 JPY Mizuho Securities Co Ltd MaterialsSaibu Gas Co Ltd 122.800 10/15/10 JPY Nikko Cordial Securities Inc Energy and PowerFurukawa Electric Co Ltd 122.790 10/14/10 JPY Nomura Securities IndustrialsCity of Kyoto 122.790 10/15/10 JPY Mitsubishi UFJ Morgan Stanley; Daiwa Sec Capital Markets; Tokai Tokyo Securities Co Ltd Government and AgenciesCity of Kobe 122.790 10/15/10 JPY Nomura Securities; GSJCL Government and AgenciesMaeda Corp 122.280 10/13/10 JPY Daiwa Sec Capital Markets IndustrialsGunma Prefecture 122.100 10/08/10 JPY Mizuho Securities Co Ltd; GSJCL Government and AgenciesMarubeni Corp 122.100 10/08/10 JPY Mizuho Securities Co Ltd; Mitsubishi UFJ Morgan Stanley Energy and PowerMarubeni Corp 122.100 10/08/10 JPY Mizuho Securities Co Ltd; Nikko Cordial Securities Inc Energy and PowerShizuoka Prefecture 122.100 10/08/10 JPY Nomura Securities; Mizuho Securities Co Ltd Government and AgenciesSumitomo Corp 122.100 10/08/10 JPY Nikko Cordial Securities Inc IndustrialsCity of Yokohama 122.100 10/08/10 JPY Nikko Cordial Securities Inc; Mitsubishi UFJ Morgan Stanley Government and AgenciesCity of Kawasaki 122.076 10/08/10 JPY Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd; GSJCL Government and AgenciesCity of Osaka 121.480 10/07/10 JPY GSJCL; Daiwa Sec Capital Markets Government and AgenciesCentral JR 120.660 10/06/10 JPY Mitsubishi UFJ Morgan Stanley IndustrialsToyota Motor Credit Corp 100.000 10/12/10 USD JP Morgan FinancialsTHK Co Ltd 85.953 10/14/10 JPY Nomura Securities IndustrialsSoftbank Moblie Trust 2010-09 59.395 09/24/10 JPY Citibank Japan Ltd; Development Bank of Japan; Mizuho Corporate Bank Ltd; Mizuho Securities Co Ltd FinancialsOcean2010-3Beneficial Interest 47.516 09/24/10 JPY Mizuho Securities Co Ltd FinancialsMalaysiaMISC Bhd 161.734 09/28/10 MYR AmInvestment Bank Bhd; CIMB Investment Bank Bhd; HSBC Bank Malaysia Bhd IndustrialsPutrajaya Holdings Sdn Bhd 161.291 09/21/10 MYR AmInvestment Bank Bhd; CIMB Investment Bank Bhd; Maybank Investment Bank Bhd Real EstatepHIlIppINEsBanco De Oro Unibank Inc 298.896 10/15/10 USD Citi; UBS Investment Bank FinancialsPhilippines 198.496 09/30/10 USD HSBC Holdings PLC; Citigroup; UBS Investment Bank Government and AgenciesADB 112.431 09/28/10 TRY Daiwa Securities SMBC Europe Government and AgenciesVista Land & Lifescapes Inc 100.000 09/24/10 USD Morgan Stanley; UBS Investment Bank Real EstatesINGapOREDBS Bank Ltd 1,312.033 10/14/10 SGD DBS Bank Ltd FinancialsKeppel Corp Ltd 379.507 09/28/10 SGD DBS Bank Ltd; Deutsche Bank (Singapore) Energy and PowerSingapore Airlines Ltd 225.717 09/21/10 SGD DBS Bank Ltd; Oversea-Chinese Banking; Standard Chartered Bank (SG); United Overseas Bank Ltd IndustrialsMapletree Treasury Services 188.097 09/21/10 SGD Standard Chartered Bank (SG); DBS Bank Ltd FinancialsKim Eng Holdings Ltd 92.130 10/13/10 SGD DBS Bank Ltd; Standard Chartered Bank (SG) FinancialsAREIF (Singapore I) Pte Ltd 79.461 09/24/10 SGD ANZ Banking Group FinancialsAsia Real Estate Income Fund 79.461 09/24/10 SGD ANZ Singapore Real EstateOversea-Chinese Banking HK 76.709 10/15/10 HKD Standard Chartered Bank (HK) FinancialsMillenium & Copthorne Hotels 38.388 10/13/10 SGD DBS Bank Ltd Media and EntertainmentHotel Properties Ltd 37.619 09/23/10 SGD DBS Bank Ltd Media and EntertainmentsOuTH kOREaExport-Import Bank of Korea 993.800 10/13/10 USD Barclays Capital Group; Morgan Stanley; Bank of America Merrill Lynch; HSBC Securities Inc; JP Morgan FinancialsLH MY Home Securitization 965.800 09/30/10 KRW KB Invest & Sec; Shinhan Investment Corp; Woori Invest & Sec Co Ltd; Hyundai Securities Co Ltd FinancialsKEPCO 697.648 09/27/10 USD Bank of America Merrill Lynch; Barclays Capital; Credit Suisse; Goldman Sachs & Co; Morgan Stanley Energy and PowerHyundai Capital (America) 498.965 09/29/10 USD Barclays Capital; Citi; HSBC Holdings PLC; JP Morgan FinancialsKorea Housing Finance Corp 362.790 09/29/10 KRW E Trade Korea Co Ltd; Hanwha Securities Co; KB Invest & Sec FinancialsShinhan Financial Group Ltd 305.550 09/28/10 KRW SK Securities Co Ltd; Hanwha Securities Co FinancialsHonam Petrochemical Corp 267.600 10/08/10 KRW KB Invest & Sec Energy and PowerHyundai Dvlp Co Engineering 223.750 10/07/10 KRW Tong Yang Securities; Korea Development Bank; Daewoo Securities Co Ltd; Kiwoom Securities Co IndustrialsK Power Co Ltd 223.000 10/08/10 KRW Hana Daetoo Securities Co Ltd Energy and PowerKorea Housing Finance Corp 143.680 10/07/10 KRW Bookook Securities Co Ltd FinancialsLotte Engineering & Constr Co 133.800 10/08/10 KRW SC Securities Korea Ltd; Tong Yang Securities; KB Invest & Sec Industrials

LS Cable Ltd 122.780 09/30/10 KRWE Trade Korea Co Ltd; HI Investment & Securities Co; Samsung Securities; Korea Investment & Securities; Mirae Asset Securities

Industrials

Shinhan Bank 114.140 09/30/10 KRW Hyundai Securities Co Ltd FinancialsShinhan Bank 107.040 10/08/10 KRW IBK Securities Co Ltd FinancialsLotte Shopping Co Ltd 100.000 09/30/10 USD Daiwa Securities SMBC Seoul RetailShinsegae Co Ltd 100.000 09/30/10 USD Woori Invest & Sec Co Ltd RetailAju Capital Co Ltd 96.030 09/28/10 KRW Tong Yang Securities; Woori Invest & Sec Co Ltd; Korea Development Bank; Daewoo Securities Co Ltd FinancialsKorea Securities Finance Corp 94.820 09/20/10 KRW Hyundai Securities Co Ltd FinancialsSamsung C&T Corp 94.000 10/05/10 USD Shinhan Investment Corp IndustrialsBusan Bank 90.100 10/15/10 KRW Daewoo Securities Co Ltd FinancialsThe Daegu Bank Ltd 90.100 10/15/10 KRW HI Investment & Securities Co FinancialsShinhan Bank 89.000 10/05/10 KRW Hana Daetoo Securities Co Ltd FinancialsShinhan Bank 87.300 09/29/10 KRW KTB Securities Co Ltd FinancialsDoosan Capital Co Ltd 66.375 10/12/10 KRW Hyundai Securities Co Ltd IndustrialsHana Capital Co Ltd 62.300 10/06/10 KRW Korea Investment & Securities FinancialsMoorim Paper Co Ltd 54.060 10/14/10 KRW Tong Yang Securities; E Trade Korea Co Ltd MaterialsSamsung Card Co Ltd 52.680 09/30/10 KRW SC Securities Korea Ltd FinancialsLotte Card Co Ltd 52.680 09/30/10 KRW Mirae Asset Securities FinancialsShinhan Card Co Ltd 52.380 09/29/10 KRW Kyobo Securities Co Ltd FinancialsHyundai Capital Services Inc 49.896 10/04/10 HKD HSBC Holdings PLC FinancialsExport-Import Bank of Korea 49.789 10/08/10 SGD Hong Kong & Shanghai Bank (SG) FinancialsHyundai Corp 45.050 10/15/10 KRW Shinhan Investment Corp MaterialsHyundai Capital Services Inc 44.900 10/07/10 KRW Daewoo Securities Co Ltd FinancialsHyosung Capital Co Ltd 44.600 10/08/10 KRW Kiwoom Securities Co FinancialsLotte Card Co Ltd 44.550 10/04/10 KRW Korea Development Bank FinancialsHana SK Card 44.250 10/12/10 KRW Korea Investment & Securities FinancialsKorea Dvlp Financing Corp 43.650 09/28/10 KRW Korea Development Bank FinancialsPosco ICT Co Ltd 43.650 09/28/10 KRW Daewoo Securities Co Ltd; Woori Invest & Sec Co Ltd High TechnologyShinhan Capital Co Ltd 40.000 09/29/10 USD Korea Development Bank FinancialsKDB Capital Corp 35.760 10/13/10 KRW Korea Investment & Securities FinancialsLotte Card Co Ltd 35.400 10/12/10 KRW Korea Development Bank FinancialsShinhan Capital Co Ltd 35.000 09/29/10 USD Samsung Securities FinancialssRI laNkaRepublic of Sri Lanka 1,000.000 09/27/10 USD Bank of America Merrill Lynch; HSBC Holdings PLC; RBS Government and AgenciesTaIwaNTaiwan Cooperative Bank 128.248 09/30/10 TWD KGI Securities (Taiwan) FinancialsSolar Applied Materials Tech 31.898 09/27/10 TWD KGI Securities (Taiwan) High TechnologyTHaIlaNDBangkok Bank PLC (Hong Kong) 1,195.948 10/13/10 USD Morgan Stanley FinancialsExport Import Bank of Thailand 100.000 10/04/10 USD Daiwa Securities SMBC Europe; Mizuho Securities Co Ltd FinancialsQuality Houses PCL 66.912 10/06/10 THB TISCO Securities Co Ltd; CIMB Thai Bank Public Co Ltd Real EstateKiatnakin Bank PCL 66.822 10/12/10 THB Kasikornbank PCL FinancialsExport Import Bank of Thailand 50.000 10/04/10 USD Daiwa Securities SMBC Europe; Mizuho Securities Co Ltd Financials

waLKers

Multi award winning Walkers focuses principally on corporate and international finance law with an emphasis on investment funds, private equity and capital markets and structured finance. Walkers is experienced in all types of international and cross-border transactions and committed to developing close working relationships with clients and their professional advisers. A global presence allows for accessiblilty to clients in all time zones.

OnC LawYers

ONC LAWYERS is based in Hong Kong. Since its establishment in 1992, it has grown into a law firm of more than 80 people. The major areas of practice include banking & finance, China attesting services, China practice, corporate & commercial, criminal litigation, family & matrimonial, insolvency & restructuring, intellectual property & technology, litigation & dispute resolution, personal injury & work injury claims, property and conveyancing, securities, futures & funds, shipping & logistics, and wills, probate & trust

hOLMan FenwiCK wiLLan

Holman Fenwick Willan is an international law firm advising businesses engaged in international commerce. The firm has a reputation worldwide for excellence and innovation and has focused the development of its capabilities in the following core sectors: commodities, energy and offshore, finance, insurance and reinsurance, shipping and transport. With offices in Asia-Pacific, Europe and the Middle East, the firm has one of the largest international arbitration and dispute resolution practices of its kind, and has over 125 years experience of working with other law firms in jurisdictions throughout the world. Established in 1978, our Hong Kong office has been serving international and domestic clients in China and the Asia region for 32 years.

HONG KONG September 2011

SHaNGHaIOctOber 2011

beIJING25 NOvember 2010

SINGapOre February 2011

www.asianlegalbusinessevents.com

ALB In-house Legal Summit Series: Hong Kong 2010

even though the GFC storm clouds may have receded, in-house legal departments continue to face very real cost pressures both

internally and externally. It was fitting then that the panel discussion at the recent ALB In-house Legal Summit in Hong Kong focussed on how in-house teams can make the important transition from being cost-generating business units to viable profit centres. Chaired by Jasmine Karimi, president of the HKCCA and a senior corporate counsel for Braiform (Spotless Group) and including other leading lawyers such as Citi’s Steven Yeo, Star TV’s Erica Chan, PCCW’s Winifred Lo and Aon’s Andrew Bellers the panel also analysed the risks, rewards and challenges associated with the increasing commercialisation of the in-house legal role. In addition to the lively panel discussion, delegates were

treated to a series of engaging and informative workshop presentations. Offshore law firm Walkers took delegates through the role that offshore entities play in structured finance and investment funds as well as the changes that will occur in light of the UCITSIV and Alternative Investment Fund Managers’ (AIFM) Directives.

Hong Kong firm ONC Lawyers addressed the liabilities of in-house counsel by sharing details of colourful caselaw on the matter. International firm Holman Fenwick Willan rounded off the day with detailed analysis

of price volatility and its legal implications. The ALB In-house legal summit series continues to provide the most comprehensive platform for all the continuing professional development needs of in-house lawyers across Asia Pacific. For law firms, they provide unrivalled access to the highest-level decision makers in the in-house legal community. For further details on forthcoming ALB In-house Legal Summits please refer to www.asianlegalbusinessevents.com or contact Lucinda at [email protected] or call +65 6423 4631 ALB


fEaTuRE | Hong Kong In-house Legal Summit >>

SPONSORS – HONG KONG 2010

Supported by:HYLANDS浩天信和律师事务所

Hylands Law Firm

Associate Sponsors:

Do you know your options in the legal job market? Make sure you speak to the right peopleWe have developed strong relationships within the private practice, commerce and industry and fi nancial services sectors both in the UK and across Asia over the last 10 years.

Our team consists of highly specialised legal search and selection consultants, each with years of experience based in Hong Kong. Our intention is to deliver in-depth knowledge of the market and advise you on moves to further enhance your career.

Below is a select list of our active Asia Pacifi c mandatesCorporate Partner & Team Wall Street Firm

Senior FS/Regulatory US Firm and Magic Circle Firm

6–9 yrs’ PQE Non-contentious Insurance Global Insurance Giant

0–3 yrs’ PQE Corporate Finance Premier Regional Investment Bank

4–8 yrs’ PQE Equity derivatives Bulge Bracket Investment Bank

1–3 yrs’ PQE Corporate M&A - NY Rates Wall Street Firm

2–5 yrs’ PQE Banking & Finance Magic Circle Firm

0–3 yrs’ PQE Litigation Magic Circle Firm and US Firm

Senior Corporate M&A Wall Street Firm

2–4 yrs’ PQE Intellectual Property Leading US Firm

1–4 yrs’ PQE Construction - Contentious Leading UK Firm

For a confi dential discussion about the market and to obtain a copy of our latest salary survey please contact:

Andrew Wallace Private Practice 3796 2609 [email protected]

Roz Etkind Private Practice 3796 2610 [email protected]

Mary Carpenter Private Practice 3796 2607 [email protected]

Liam Richardson In-House 3796 2613 [email protected]

www.puresearch.com Hong Kong | LondonPure Executive Search International Limited acts as an employment agency for permanent roles and an employment business for temporary roles. We aim to promote diversity and equal opportunity through our work - we monitor and evaluate our performance on a regular basis. Please note our advertisements use PQE levels purely as a guide to the minimum level of experience that we anticipate will be needed to fulfi l the position. However, we are happy to consider applications from all candidates who are able to demonstrate the skills necessary to fulfi l the role and they will be considered on an equal basis.

http://www.puresearch.com

Regional Legal Counsel – Asia North

Description of role We are seeking a bright and energetic individual with good judgment to act as Regional Legal Counsel for Asia North, reporting to our Chief Legal Counsel for Asia. This position will be attractive to someone who thrives in the intellectually challenging and stimulating atmosphere of a leading global consulting firm and who desires to have a regional role that covers the North Asian markets. This position can be located in Seoul, Tokyo or Hong Kong.

Job description n Provide legal support to the Mercer business lines on a variety of business issues requiring legal advice, including

general corporate commercial matters, development of new services, regulatory requirements, dispute resolution and employment matters

n Practise a client-oriented work approach and foster a positive legal, compliance & governance culturen Participate in legal risk management initiatives

Requirementsn Legal qualification with admission as legal practitioner in one or more major jurisdictions a plusn Law degree from a top university, preferably with a postgraduate degree a plusn Minimum of 4 years PQE (combination of regional legal practice with top-tier legal firms & in-house counsel role with

large MNCs)n Languages – Fluency in English and Korean or Japanese a plusn High levels of “EQ” & good communication skillsn Integrity and professionalism; must be a team playern Good organizational skills and ability to work to tight deadlines

Interested candidates, please go to http://www.mercer.com/careers >> “Quick Links” >> “Apply Now” >> search for “Job Number SEO0000P” and apply online by attaching a resume with expected salary information by 30 November 2010. Only shortlisted candidates will be notified.

About MercerMercer is a leading global provider of consulting, outsourcing and investment services, with more than 25,000 clients worldwide. Mercer consultants help clients maximize the effectiveness of their benefit programs and optimize workforce performance. The firm is also a leader in benefit outsourcing solutions. Mercer’s investment services include investment consulting, retirement plan design and governance, and multi-manager investment management. Mercer’s 19,000 employees are based in more than 40 countries worldwide. For more information, visit www.mercer.com.

*Fee includes postage and handling to anywhere in the world. All subscriptions will not be fulfilled until the subscription fee is paid in full.

Please fax this form back to +852 2815 5225 or alternatively via email by contacting Gloria at [email protected]

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Partner Minter ellison

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Transfer : Total payment USD Bank Name – The Hongkong and Shanghai Banking Corporation LtdBank Address – No.1, Queens Road Central, Central, Hong KongPayable to – Key Media Hong Kong LtdOur Bank A/C No. – 808-610760-001 | Switch Code – HSBCHKHHHKH

Method of payment: Cheque : Total payment USD payable to Key Media Hong Kong Ltd. Unit 2706-08, 27/F, 118 Connaught Road West, Hong Kong

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

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Corporate Lawyer / Office RepresentativeInternational Law Firm | 5-15 Years PQEThis is an exciting opportunity for a corporate lawyer to join a leading law firm and help set up their new office in Shanghai. You will report to the managing partner based in Hong Kong and work closely with the Hong Kong office. While there will be some fee earning work, a large part of your role will be to kick off the relevant application process for the Shanghai office as well as to handle business development and client liaison work. You will have at least 5 years’ post-qualification experience in corporate commercial law, being common law qualified. Chinese language skills are required for this role. Ref: H653240

Legal Counsel / Senior Legal Counsel Global Financial Institution | 6+ Years PQEJoining a team of four lawyers and reporting to the Head of Legal, you will handle a wide range of commercial drafting and negotiating and regulatory matters, as well as financial products work. You will participate actively in a variety of projects including reviewing policies and/or acceptance policies, outsourcing investment fund management to fund houses/banks, managing distribution channels, product development and approval and the assessment and maintenance of legal risks. You will be a 6+ years’ post-qualified lawyer with financial institution experience, ideally with corporate/regulatory exposure. Fluency in English and Chinese is required. Ref: H645170

Restructuring & Insolvency Lawyer Top Tier Law Firm | 5-10 Years PQEA leading international law firm is adding a mid to senior level banking lawyer to their team. You will take on leadership responsibilities within the team and will handle a variety of non-contentious restructuring and general banking insolvency work. The ideal candidate will have at least 5 years’ post-qualified experience in general banking, contentious or non-contentious. Any exposure in debt rescheduling and refinancing, workouts and restructuring, debt-trading, receiverships and liquidations, creditor advice and directors’ duties will be advantageous though not mandatory. Magic circle firm experience is preferred. Fluency in English and Chinese is a must. Ref: H651830

PRC Lawyer HK listed company | 5+ Years PQEThis is a rare in-house opportunity with a listed property developer, providing excellent PRC China exposure. Reporting to the Chairman, you will be part of an established team based in Hong Kong. Major responsibilities include drafting, reviewing and advising on PRC related issues and monitoring the existing team based in China. The ideal candidate will be a PRC qualified lawyer with at least 5 years’ corporate commercial experience gained with leading law firms. You must be a commercially minded, flexible, and self-driven individual. Occasional travelling is required. Ref: H604470

Regional Legal Counsel Energy Sector | 8+ Years PQEOur client holds a global brand name in the energy sector, headquartered in the United States. Reporting to the Chief Financial Officer and based in Hong Kong, you will provide a comprehensive range of in-house legal services to different business units across the Group, such as drafting and reviewing documents and contracts, establishing standard forms of agreement and handling general litigation matters within the Asia Pacific region. The suitable candidate should have a background of a general commercial lawyer with at least 8 years’ experience working in-house or private practice. Fluency in English and Cantonese is essential. Ref: H647450

Corporate Counsel PRC Based Listed Company | 4+ Years PQEOur client is one of the largest media companies in China. This is a newly created position reporting directly to senior management, with responsibility to look after a small legal team. You will advise on a range of legal matters involving listing compliance, private placements, joint ventures, M&A, general corporate affairs and provide general legal advice on a daily basis. Excellent communication, analytical and organisational skills are sought. Prior experience gained with media/entertainment companies will be a strong plus. Fluency in English and Mandarin is required for this position. There is frequent travelling to PRC China. Ref: H633520

To apply for any of the above positions, please go to www.michaelpage.com.hk/apply quoting the relevant reference number, or to discuss other Private Practice, Financial Services or In-House opportunities, contact Olga Yung, Manager of Legal Division on +852 2848 4791 or Mark Enticott, Associate Director on +852 2848 9512 for further details.

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With 30 years in the legal recruitment industry, we have the experience to guide you in your career path. Across industries, countries and business cycles, Michael Page is with you for the long term.

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Asia’s premium law awards event series, ALB Law Awards

returns to Asia and Australia in 2011. Each event is the

culmination of months of intensive research and gathers

hundreds of legal and industry professionals from all around

the region. The biggest night on the industry calendar honours

the achievements and successes of the past twelve months in

a spirit of celebration and collegiality.

ALB Japan Law AwardsMarch 2011

ALB China Law AwardsApril 2011

ALB Australasian Law Awards

May 2011

ALB SE Asia Law AwardsMay 2011

ALB Hong Kong Law AwardsSeptember 2011

Official publication

Another event organized by

Please contact Iris on [email protected] or +852 2815 5988, if you would like more information with regard to nominations.

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

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

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

Partner – Milbank, Tweed, Hadley & McCloy

http://www.albawards.com

http://www.jwmarriottshanghai.com

Documents

Asian Legal Business (North Asia) Nov 2010