Download - Asian Legal Business (SEAsia) Jun 2010

ISS

UE

10

.6

ALB Special Report: Malaysia 2010Malaysian firms go global

Legal professional privilegeWhat Akzo Nobel means for Asia’s in-house lawyers

Legal process outsourcing Why the industry should look Down Under

ALB’s leading IP law firms: Asia boutiques and specialists shake up the rankings

www.legalbusinessonline.com

LateraL moves DeaLs rounDup region-wiDe upDates Debt & equity market inteLLigence

ISSN 0219 – 6875MICA (P) 215/07/2009

http://www.lexmundi.com

EDITORIal >>

1www.legalbusinessonline.com

IN THE FIRST PERSON

“Many of the largest corporate departments in the world are embracing innovative solutions such as legal outsourcing to help increase internal efficiencies” David Perla, Pangea3 (p8)

“We remain committed to our relationships with local Hong Kong firms. In fact, we expect there will be more opportunities to work with local firms in the region as the result of our having a presence on the ground” David Fagan, Clayton Utz (p37)

“Prior to the recession, construction companies were working through a period of prosperity and when the crisis hit, it was met with a controlled and calm response” Helen Yeo, Rodyk & Davidson (p59)

Creating an in-house underclass

In march this year, the advocate general of the court of Justice of the european union, Juliane kokott, handed down a judicial opinion in which she contends that legal professional privilege does not extend to communications between a company’s executive and its in-house lawyers. needless to say, kokott’s opinion

has drawn the ire of corporate counsel the world over, with ‘regressive’ and ‘antiquated’ being just a few of the adjectives that have been used to describe it.

Kokott’s legal opinion may be all these things— it surely is regressive and may mean European corporates actually turn to their in-house legal departments sparingly — but one can’t help feeling there may be a grain of truth in her reasoning. In-house lawyers clearly do not enjoy the same degree of independence from their employers as an external lawyer. This is perhaps nowhere more apparent than in Asia, where the ideas around in-house legal departments and corporate counsel are still in their early stages of development.

The question of independence from one’s employer has always been a thorny issue for in-house lawyers in Asia. Calls for these lawyers to better demonstrate the value they add to their companies has seen them commercialise – moving closer to their businesses if for no other reason than to demonstrate that in-house teams are far more than just “business prevention units.” It is this hybrid role – one that straddles both law and business – that is fertile ground for Kokott-like arguments.

Yet the in-house profession in Asia has demonstrated that it is nothing if not ethical and professional; capable of handling these often conflicting roles while preserving their independence. Opinions which cast in-house lawyers as more predisposed to abusing privileges or the rights conferred on them as legal practitioners than their external counterparts are imprudent. This is especially so given that the instances of in-house lawyers being struck off or disbarred for such indiscretions are greatly outnumbered by the number of private practice lawyers in hot water for misfeasance.

If Kokott’s opinion is adopted by the ECJ — which many believe is the most likely outcome— it will cast in-house lawyers as an underclass in the European legal profession and thus validate erroneous stereotypes surrounding the in-house profession as a whole. While the decision may not be binding on Asian courts, if this question arises there is certainly a duty to ensure that Asia’s profession remains class-less.

In-house lawyers clearly do not enjoy the same degree of independence from their employers as an external lawyer

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asian Legal business issue 10.62

CONTENTs >>

contents

Country editors the regional updates section of ALB 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.

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.

Singapore

China

paul, weiss, rifkind, wharton & garrison LLp is a globally oriented, full-service

law firm employing over 500 lawyers worldwide. paul weiss is headquartered in new york and has offices in Hong kong, beijing, London, tokyo and washington, D.c.

indochine counsel is a commercial law firm focusing on business law practice in the indochina region. our areas of

practice include: Foreign investment, corporate & commercial, m&a, securities & capital markets, banking & Finance, property & construction, taxation, intellectual property, information technology & internet, international trade, outward investment & offshore incorporation, and Dispute resolution.

Vietnam

Indonesia

bastaman enrico is an indonesian law firm comprising a team of prominent and dedicated professionals who are

recognized for their knowledge and experience in handling many notable and high profile transactions in indonesia. the firm’s specialisations include corporate/ commercial law, mergers & acquisitions, energy & natural resources, plantations and telecommunications law.

Malaysia

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.

858 Building&construction:

Activity across Asia’s building and constructing sectors may have slowed considerably during 2009, but the innate resilience of the sector’s major players, coupled with government stimulus, has seen projects and deals rebound strongly in 1H 2010

REgUlARS4 DEALS12 NEWS• Foreign law firms allowed to open second

office in Japan• Bermuda seals DTA with Bahrain, takes lead in

offshore Islamic finance market• Former Thai PM hires law firm to help ‘restore

democracy’• Spanish firm Garrigues courts India’s Dua Assocs• Volcanic ash circumvents anti-trust as EU

considers state aid for airlines

NEWS ANAlYSIS

8 AussiesprovidealternativetolegalprocessoutsourcingIndian LPOs may have flagged their intention to enter the flourishing Australian legal services market, but as ALB finds, they would be ill-advised to replicate their Indian model ‘Down Under’

9 Noprivilege:TheAkzo Nobel opinionIn an influential recent legal opinion, Advocate General Juliane Kokott of the Court of Justice of the European Union states that European in-house lawyers do not enjoy the same rights to legal professional privilege as their private practice counterparts. ALB looks at the decision and speculates as to what this may mean for in-house lawyers in Asia

FEATURES36 ALB-ADERANTManagingPartnerSeries: DavidFagan,ClaytonUtz

Clayton Utz chief executive partner David Fagan has never been short of a well-turned phrase or two on what makes the industry tick. He speaks with ALB on what the future holds for the firm – and why Asia is key

40 Malaysia2010:outwardboundWith competition in Malaysia’s burgeoning legal services market reaching unprecedented levels, law firms are looking offshore for growth

56 In-houseperspective:GCL-PolyThrough a series of landmark transactions in recent years, GCL-Poly has become one of the largest players in the world’s solar power industry. ALB finds out how the in-house legal team has transformed itself into a vital, value-adding part of the business

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26 COVER STORYALB’sleadingIPfirms:AsiaNow in its third year, ALB asks in-house lawyers, IP counsel and industry experts to single out Asia’s leading IP practices

Practice area and industry editorsthe industry updates section is sponsored by the following firms:

Intellectual property / Environment

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.

IT

guidance software is recognised worldwide as the industry leader in digital investigative solutions. its encase® platform provides the foundation

to conduct thorough, network-enabled and court-validated computer investigations of any kind, such as responding to eDiscovery requests, conducting internal investigations, responding to regulatory inquiries or performing data and compliance auditing - all while maintaining the integrity of the data. www.guidancesoftware.com.

TM

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.


Hong Kongclaris tam

t (852) 2815 5988F (852) 2815 5225

[email protected]

Hong KongJimmy cheung

t (852) 2815 5988F (852) 2815 5225

[email protected]

aLb issue 10.6

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EDITORIAl ENqUIRIESJoshua scott

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general managerLucinda maguire

asia-pacific managing directorrichard curzon

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designersweiyah chiang chris Lai

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thilo pulch, Ji Junfeng, Xing qunkai

Business development managersvivian cheah (singapore) brenda Lau (Hong kong)yvonne cheung (china)

traffic managerspatsy ang (singapore) stacey rudd (australia)gloria ng (Hong kong)

regional managing editor

george walmsley

asia editorJoshua scott

cHina editoryun Zhang

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australia editor

renu prasad

Junior Journalists

Jess seahrashida yosufzai

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toronto100 adelaide street west

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3214• Changes to HKSE listing rules may see flurry of

resource IPOs

12 UKReport14 USReport64 M&Adealupdate66 Capitalmarketsdealupdate

INDUSTRYUPDATES16 IntellectualProperty

ATMD BirD & BirD

17 FundManagementinMalaysiaNaqiz & Partners

18 InformationTechnologyGuiDAnce

19 M&AAzMi & AssociATes

21 EnvironmentATMD BirD & BirD

22 REGIONALUPDATES• China:PAul Weiss • Singapore:loo & PArTners

• Philippines:syciP sAlAzAr HernAnDez & GATMAiTAn • Vietnam:inDocHine counsel • Malaysia:WonG & PArTners

• Indonesia:BAsTAMAn enrico

PROFIlES

27 Donaldson&Burkinshaw30 WongJinNee&Teo43 KadirAndri&Partners44 Azmi&Associates46 MohamedRidza&Co48 LabuanIBFC50 Naqiz&Partners52 Joseph&Partners55 SKRINE60 Rodyk&Davidson

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40

Financial services

Horwath Financial services (www.hfs.com.hk), an independent member firm of Horwath international (www.horwath.

com), provides a one-stop solution for your financial planning, investment, property financing and general financial health needs. we offer a range of payment options for our services, including a fee-based alternative, setting us apart in an industry that is dominated by commission-driven sales.

ALB enjoys alliances with the following organisations

inter-pacific bar association corporate counsel Forum

www.ipba.org

www.beijinginhouse.comwww.scca.org.sg association of corporate Lawyers sri Lanka www.aclsrilanka.com

indonesian corporate counsel association

http://w3.icca-indonesia.com

azmi & associates is reputably known as one of malaysia’s leading firms in the areas of mergers & acquisitions, capital & Debt

market, corporate & commercial, energy & utilities, restructuring, projects, construction, privatisation and Financing, Litigation and arbitration and is also rapidly building its reputations in the areas of intellectual property and information technology.

Islamic Finance

Doing business in Malaysia

naqiz & partners is a malaysian law firm with specialised practice areas including corporate & commercial, it/ ip, islamic Finance and capital markets. the firm has consistently

been ranked as a “recommended law firm in malaysia” by prestigious international publications based on its track record of representing local and foreign clients in notable transactions.

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deals in brief

► CHIna MerCHant BanK’s rIgHts offerIng Value: Us$3200m

firm:Commerce&FinanceClient: Underwriters

firm:DavisPolk&WardwellLead lawyer: James C LinClient: Issuer

firm:FreshfieldsBruckahusDeringerClient: Underwriters

firm:HerbertSmithLead lawyer: Tom ChauClient: Issuer

firm:JunHeLawOfficesClient: Issuer

HEADLINEDEAL| CHINA |

• First global rights offering by a Chinese bank and the first rights offering by a Chinese company made available to US investors

• UBS AG and CICC were the global coordinators of the global rights offering, BNP Paribas, JPMorgan, Merrill Lynch and UBS were the joint lead underwriters, Citi was the financial adviser of the H share rights offering

• Davis Polk assisted the client in managing the entire US rights offering process, including direct involvement in the communications with its qualifying US shareholders and handling various enquires

James lin wongpartnership

| HoNg KoNg/SINgApore | ► PrUdentIaL rIgHts IssUe Value: Us$21b

firm:HerbertSmithLead lawyer: Will Pearce and Alex BafiClient: Underwriters firm:SlaughterandMayClient: Prudential (London and Hong Kong)

firm:ClearyGottliebClient: Prudential (US)

firm:Allen&GledhillClient: Prudential (Singapore)

firm:DebevoiseClient: AIG

• Largest ever rights issue by a UK-listed company will be made on the basis of 11 new shares for every two existing shares at 104 pence per share

• Rights issue is subject to shareholder approval at a general meeting on 7 June 2010 and rights are expected to start trading on 8 June

• Herbert Smith advised lead banks Credit Suisse, HSBC and JP Morgan Cazenove on all aspects of the transaction

• Herbert Smith also advised the lead banks on the debt financing aspects and new regulatory capital facilities

| SINgApore | ► neW CentUry sHIPBUILdIng sIngaPore IPo Value: Us$731m

firm:Jingtian&GongchengClient: Issuer

firm:WongPartnershipLead lawyers: Raymond Tong,Tok Boon ShengClient: Issuer

firm:O’Melveny&MyersClient: Issuer

firm:Commerce&FinanceClient: Underwriters

firm:Allen&OveryClient: Underwriters

• New Century Shipbuilding recently launched its IPO on the Singapore Stock Exchange (SGX), aiming to raise approximately US$731m

• Will be the biggest IPO by a Chinese company to be listed on the SGX and Singapore’s second-biggest listing since CapitaMalls Asia

• Deal is being advised by Jingtian & Gongcheng, WongPartnership and O’Melveny & Myers; issuer has chosen to list in Singapore because it is a shipping hub used by many of its customers and as its closest competitor, Yangzijiang Shipbuilding Holdings, is listed there

• Complexities arose from the issuer’s industry, as shipbuilding is classified as a restricted industry in the PRC where foreign ownership is restricted to a maximum of 49.0%.

“Toenablethecompanytocontrolthefinancialandoperatingpoliciesandenjoyfulleconomicbenefitsoftheentities,aseriesofcontractualarrangementswereenteredinto.However,thepositionofPRCauthoritiesinrespectofsuchcontractualarrangementsisunclear”

Raymond Tong

WongPaRTneRshiP

| KoreA | ► saMsUng LIfe InsUranCe IPoValue: Us$4.4bn

firm:Kimg&ChangClient: Samsung Life

firm:ClearyGottliebClient: Samsung Life

Alex Bafi Herbert smith

Raymond Tong wongpartnership

NEws | deals >>


► yoUr MontH at a gLanCe Firm Jurisdiction Dealname Value

(US$m)Dealtype

Ali Budiardjo, Nugroho, Reksodiputro

IndonesiaJapan Bank for International Cooperation and Bank of Korea on Cirebon Power Project

850 Project finance

Allen & Gledhill Hong Kong/Singapore Prudential rights issue 21,000 Debt market

Allen & Overy Hong Kong SCA sale 200 M&A

Appleby India Quadrangle Capital Partners–Tower Vision investment 300 Equity market

Arendt & Medernach Hong Kong L'Occitane Hong Kong IPO 708 Equity market

Barun Law Korea GlaxoSmithKline equity investment 125 Equity market

Cleary Gottlieb Hong Kong/Singapore Prudential rights issue 21,000 Debt market

Clifford Chance

Middle East Qatar Telecom financing 2,000 Debt market

Hong Kong SCA sale 200 M&A

Hong Kong COSCO Pacific Limited top up placement 601 Equity market

Commerce & Finance China China Merchant Bank’s rights offering 3200 Debt market

Davis Polk & Wardwell

China China Merchant Bank’s rights offering 3200 Debt market

India Quadrangle Capital Partners–Tower Vision investment 300 Equity market

Indonesia PT Cikarang Listrindo High-Yield note issuance 300 Debt market

Debevoise Hong Kong/Singapore Prudential rights issue 21,000 Debt market

Desi & Dewanji India Quadrangle Capital Partners–Tower Vision investment 300 Equity market

DLA Piper

Hong Kong/Korea LG Display Co financing 600 Debt market

Hong Kong/US Nasdaq equity offering of City Telecom 52 Equity market

Vietnam Mong Duong II Power Project Project finance

Fangda Partners Singapore China Minzhong Food Corporation Ltd IPO 169 Equity market

Freshfields Bruckahus Deringer

China China Merchant Bank’s rights offering 3200 Debt market

Hong Kong L'Occitane Hong Kong IPO 708 Equity market

Herbert SmithChina China Merchant Bank’s rights offering 3200 Debt market

Hong Kong/Singapore Prudential rights issue 21,000 Debt market

Hiswara Bunjamin & Tandjung

Indonesia PT Cikarang Listrindo High-Yield note issuance 300 Debt market

Jones Day Hong Kong/US Nasdaq equity offering of City Telecom 52 Equity market

Jun He Law Offices China China Merchant Bank’s rights offering 3200 Debt market

Kim & Chang

Korea, Panama, Engla Mitsubishi Corporation 20 Ship finance

Korea GlaxoSmithKline equity investment 125 Equity market

Korea KDB Consus Value PEF–Kumho Life Insurance acquisition 435 M&A


Korea Unitas Capital acquisition 236 M&A

Lee & Ko Hong Kong/Korea LG Display Co financing 600 Debt market

LinklatersHong Kong/Korea LG Display Co financing 600 Debt market

Hong Kong L'Occitane Hong Kong IPO 708 Equity market

Makarim & Taira S.Indonesia

Japan Bank for International Cooperation and Bank of Korea on Cirebon Power Project

850 Project finance

Indonesia PT Cikarang Lstrindo High-Yield note issuance 300 Debt market

Milbank, Tweed, Hadley & McCloy


850 Project finance

Paul Hastings Korea GlaxoSmithKline equity investment 125 Equity market

Paul, Hastings, Janofsky & Walker LLP


850 Project finance

Rajah & Tann Singapore China Minzhong Food Corporation Ltd IPO 169 Equity market

Schinders Law Hong Kong/US Nasdaq equity offering of City Telecom 52 Equity market

Shearman & Sterling Indonesia PT Cikarang Listrindo High-Yield note issuance 300 Debt market

Shin & KimHong Kong/Korea LG Display Co financing 600 Debt market


Shook Lin & Bok LLP Singapore Yanlord Land Group Ltd notes issue 300 Debt market

firm:Shin&KimClient: Bookrunners

firm:SimpsonThacherClient: Bookrunners

• Samsung Life Insurance is largest life insurance company in Korea and provides coverage to 12.6 million individuals, roughly 26% of the Korean population

• With its debut, Samsung Life becomes the country’s fourth-biggest stock with a market capitalisation in excess of KRW23trn, this is behind only Samsung Electronics, POSCO and Hyundai Motor

• Samsung Life is the third life insurer to go public in Korea and the second to do so this year. In April Korea Life Insurance, the country’s second largest life insurer, raised US$1.6bn in what was at the time the largest offering in Korea since 2006

| INdoNeSIA | ► Pt CIKarang LI-strIndo HIgH-yIeLd note IssUanCe Value: $Us300m

firm:DavisPolk&WardwellLead lawyer: William BarronClient: Underwriters

firm:HiswaraBunjamin&TandjungClient: Underwriters

firm:Makarim&TairaS.Client: Issuer

firm:Shearman&SterlingClient: Issuer

| HoNg KoNg | ► PCCW fInanCIng Value: $Us3.2b

firm:White&CaseLead lawyer: John Hartley Client: PCCW Ltd

• White & Case advised PCCW Lrd in its self-arranged senior three-tranche term loan and revolving credit facility

William Barron Davis polk & wardwell

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NEws | deals >>


| HoNg KoNg/KoreA | ► dIsPLay Co fInanCIngValue: $Us600m

firm:DLAPiperLead lawyer: JC LeeClient: LG Display Co

firm:Shin&KimClient: LGD

firm:Lee&KoClient: mandated lead arrangers

firm:LinklatersClient: mandated lead arrangers

• LGD is a world leader in the production of thin film transistor-liquid crystal displays

• Outlook is positive for the LCD industry which is experiencing a bounceback spurred by demand from China and the consumer TV sector

• Financing was fully committed by 12 international financial institutions including ANZ Bank, Bank of America and BNP Paribas HOng Kong branch

“Asiantechcompaniesarelookingupbeat.Demandforelectronicsisforecastedtobestrongthisyearglobally,butparticularlyinChina”

JC Lee, DLa PiPer

| INdoNeSIA | ► JaPan BanK for InternatIonaL CooPeratIon and BanK of Korea on CIreBon PoWer ProJeCt Value: $Us850m

firm:Milbank,Tweed,Hadley&McCloyClient: lenders

firm:AliBudiardjo,Nugroho,ReksodiputroClient: lenders

firm:YulchonClient: lenders

firm:WongPartnershipClient: lenders

firm:Paul,Hastings,JanofskyClient: borrowers

firm:Makarim&TairaSClient: borrowers

• The Cirebon Power Project, involving the design and construction of a 660 MW coal-fired power plant, is first independent greenfield power project to be publicly tendered in Indonesia since 1997

• Milbank, Tweed, Hadley & McCloy advised the lender group, which includes export credit agencies Japan Bank for International Cooperation (JBIC) and The Export-Import Bank of Korea (KEXIM), and commercial lenders Sumitomo Mitsui Banking Corporation,

JC lee DLa piper

CORRECTIONS

In the ‘Asia Legal Report 2010’, a special supplement to the April edition (10.4) of ALB Magazine, the following errors appeared: • On p 15 in the table captioned ‘Largest Taiwan Law Firms’ Tsar & Tsai is listed as having 35 lawyers including 14 partners. This is incorrect. Tsar & Tsai has 44 lawyers and 15 partners and should have been listed at position 5 in this table • On p17 in the table captioned ‘Largest Thailand Domestic Law Firms’, Vickery & Worachai was listed as having 8 lawyers. The firm’s managing partner was mentioned as Mr. Harold Vickery. This information is incorrect. The firm has 18 lawyers and its managing partner is Mr. Worachai Bhicharnchitr • On p18 ATMD Bird & Bird is incorrectly listed in the table captioned ‘Largest Singapore International Firms’. ATMD Bird & Bird is a Singapore law firm, not an international law firm and should have been listed in table captioned “Largest Singapore Domestic Law Firms’• On p2 of the February edition (10.2) and on p35 of the April edition (10.4) of ALB Magazine, Peter Siembab is referred to as the general counsel of Nomura. Both these references are incorrect. Peter Siembab’s correct title is head of IBD Transaction Legal Asia (Exc Japan) at Nomura.

ALB regrets these errors

► yoUr MontH at a gLanCe (Cont)Firm Jurisdiction Dealname Value

(US$m)Dealtype

Slaughter and May Hong Kong/Singapore Prudential rights issue 21,000 Debt market

Stamford Law Singapore China Minzhong Food Corporation Ltd IPO 169 Equity market

Watson, Farley & Williams India Quippo Prakash joint venture financing 97 Debt market

White & CaseHong Kong PCCW financing 3,200 Debt market

Hong Kong Equinix financing 200 Debt market

Winston & Strawn Hong Kong Aegis Group–Charm Communications investment 50 M&A

Wong Partnership IndonesiaJapan Bank for International Cooperation and Bank of Korea on Cirebon Power Project

850 Project finance

Yuantai Law Offices Singapore China Minzhong Food Corporation Ltd IPO 169 Equity market

Yulchon IndonesiaJapan Bank for International Cooperation and Bank of Korea on Cirebon Power Project

850 Project finance

Zhong Lun Hong Kong L'Occitane Hong Kong IPO 708 Equity market

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

Mizuho Corporate Bank, Ltd, The Bank of Tokyo-Mitsubishi UFJ, Ltd and ING Bank NV

8

NEws | analysis >>


AnAlysis >>

Australia: Next stop on the LPO train? Indianlegalprocessoutsourcers(LPO)mayhaveflaggedtheirintentiontoentertheflourishingAustralianlegalservicesmarket,buttheywouldbeill-advisedtoreplicatetheirIndianmodelinAustralia.ALBinvestigates.

talent solutions’ in their own processes.But despite Perla’s enthusiasm, other

LPOs with much more on-the-ground experience in Australia have stated that cracking the domestic market is easier said than done. CPA Global is one such provider. The company, which has been in Australia and based in Sydney since 2002, had been handling mostly IP filings until it recently broadened its offering to incorporate transactional, contract and litigation support. Asia-Pacific senior manager Eve Johnson said that while LPO can deliver cost savings “of 80% when compared to hourly charge-out rates of large law firms,” the broader domestic market, including in-house legal departments, remain cautious on the idea of outsourcing their legal work.

She goes as far to say that “they are very head-in-the-sand about this sort of stuff in Australia”. For LPO to really take off here, Johnson said that corporates will need to force the hand of the larger law firms to be more flexible in their billing, stating that this attitudinal shift is the reason why the concept of LPO has taken off so rapidly in the UK. Yet even if corporate Australia does ‘force the hand’ of larger law firms in the country, there is no guarantee that they would look to LPOs as the solution.

The futureAs the results of our recent ALB In-house survey show, the majority of respondent general counsel and in-house lawyers in Australia and New Zealand expressed reservations about

Late last month Pangea3, one of India’s largest providers of legal process outsourcing services, became the first India-based LPO

to enter the bustling Australian legal services market after announcing a tie-up with Australian law firm Advent Lawyers. The two companies will collaborate on the whole spectrum of ‘junior-end’ legal work, from contract drafting and revision to compliance and risk management work, as well as offering M&A due diligence, litigation and IP support services.

While the move itself is unique, this is also tipped to be a litmus test for other India-based LPOs seeking to grow away from their traditional markets in the subcontinent – the Philippines, the US and UK – and into Australia. David Perla co-CEO of Mumbai-based Pangea3, said

that clients’ willingness to explore cost-effective augmentations to the traditional in-house lawyer/external counsel relationship in light of the financial crisis relationship makes Australia an obvious choice. “For the past five years we have seen a transformation in the US and European legal industry,” said Perla. “Many of the largest corporate legal departments in the world are embracing innovative solutions such as legal outsourcing to help increase internal efficiencies … The Australian legal market is experiencing similar pressures to the US and European markets [and] corporations are demanding better value and cost containment.” Pangea3 said it is also assisting in-house legal departments at Australian companies integrate their legal technologies and offshore ‘legal

Eve Johnsoncpa global

“Manyofthelargestcorporatedepartmentsintheworldareembracinginnovativesolutionssuchaslegaloutsourcingtohelpincreaseinternalefficiencies”DAVIDPERLA,PANGEA3

NEws | analysis >>


either using LPO themselves or having their external legal advisors use them. The risks to privacy, quality and confidentiality that so often accompany LPO-produced work were gambles that few are prepared to take.

While the success of any LPO venture ‘Down Under’ will turn on the extent to which compaies are able to allay fears vis-a-vis privacy, quality and confidentiality, finding a suitable model is perhaps just as important. Perhaps entering the country via an alliance (like in the case of Pangea3 and Advent Lawyers) is the answer here.

Under this arrangement Pangea3 is able to leverage its ability to offer access to a seemingly unlimited pool of workers in the subcontinent while leveraging Advent’s local contacts and knowledge of local conditions. LPOs would do well to look at the strategies already being employed by firms such as Advent and Perth-based Balance Legal.

Both of these firms have pioneered cost-effective alternatives to the traditional delivery of legal services through the use of secondments: the placement of lawyers of varying levels of seniority with clients for fixed periods of time to help them deal with increases in workload. Since opening for business, both Advent and Balance have built up impressive client lists that include some of Australia’s largest companies and a reputation in the local legal services market for efficiency, accuracy and excellence. The latter in particular is something that many LPOs crave – but few have obtained.

Perhaps the model espoused by Advent and Balance (soon to be quite a few more, according to a number of sources in Australia) is not ‘outsourcing’ in the sense that we have become accustomed to, but it demonstrates that the traditional LPO model is not necessarily the only answer to the various pressures that are being experienced by in-house legal departments and law firms. LPOs looking to penetrate into new markets in Asia-Pacific, whether they be in Australia, New Zealand, Mainland China or elsewhere, will need to think similarly broadly and creatively about how they package their services. After all, discounting will only get you so far. ALB

AnAlysis >>

No privilege: The Akzo Nobel opinion

Earlier this year Advocate General Juliane Kokott of the Court of Justice of the European Union issued her opinion in

the case Akzo Nobel Chemicals Ltd v. EU, suggesting that legal professional privilege does not apply to communications between a company’s executive and its in-house lawyers.

The Advocate General contends that internal communications with in-house lawyers, even if they are enrolled members of a Bar or Law Society, do not enjoy the fundamental protection afforded in the European Union to communications between an independent lawyer and his client.

The controversial opinion holds

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NEws | analysis >>


that in-house lawyers are not capable of independent judgment under EU professional standards. “A salaried in-house lawyer, notwithstanding any membership of a Bar of Law Society, does not enjoy the same degree of independence from his employer as a lawyer working in an external law firm does in relation to his client,” the AG wrote in her opinion. “Consequently, equal treatment of both professional groups in regard to legal professional privilege is not required as a matter of law. There is a structural risk that an enrolled in-house lawyer will encounter a conflict of interests between his professional obligations and the aims and wishes of his company, on which he is more economically dependent and with which, as a rule, he identifies more strongly than an external lawyer.”

It goes without saying that the opinion – and the subtext underlying it – has not been received well by

corporate counsel, not only in Europe but across the world - even though the opinion was expected. The Association of Corporate Counsel (ACC) has called the opinion “insulting”, saying that such decisions “reflect a fundamental misunderstanding of both the role and responsibilities of in-house counsel.”

The GC100, the group of general counsel at England’s 100 largest companies, was similarly unimpressed. John Davidson, GC100 chair and general counsel at SABMiller, said that the opinion will both hamper the ability of corporate counsel to do their jobs and possibly even diminish the role they play in corporate Europe.

“The seeking and giving of legal advice will be inhibited by concerns that written communications with in-house counsel will not be protected from disclosure,” he said. “Decisions need to be based on candid advice and unvarnished analysis of the facts on which such advice is sought.”

And while the opinion (which is still to be adopted by the Court, but it is worth noting that such opinions are extremely influential and almost always followed) is not binding on courts in Asia, in-house lawyers

lawyers in Asia, all of the lawyers contacted by ALB expressed concerns about the impact the decision will have on their company’s ability to receive effective legal advice from their in-house teams.

“The decision is very disappointing and not progressive,” said one in-house lawyer in Hong Kong who did not want to be named. “On a practical matter it may not apply so much out here in Asia, but there is no way that in-house lawyers can effectively do their jobs without the protection of legal privilege. If lawyers in Europe can’t rely on this, then their companies are going to be placed in a difficult position when it comes to getting good legal advice.”

Just as worrying is what this decision means for Asia-based corporate counsels’ ability to communicate with their counterparts who are employed by the same company in Europe. Lawyers predicted there would be initial confusion over just what was covered by legal professional privilege. “When the

► aKzo noBeL: BaCKgroUnd• Akzo Nobel Chemicals Ltd and Akcros

Chemicals Ltd and European Commission developed out of an inquiry by the EC into suspected price-fixing by Akzo for additives used to make plastic products

• In February 2003 the EC, with the assistance of the UK’s Office of Fair Trading, conducted a dawn raid at Akzo and Akcros’ premises in the UK

• During the raid the EC seized a number of documents for which the applicants had claimed legal professional privilege - notably two printouts of emails exchanged between the general manager of Akcros and a member of Akzo’s in-house legal department, who was admitted as a lawyer to the Netherlands Bar

• Akzo and Akcros challenged the Commission’s decision to seize and retain these documents before the general court, which ultimately dismissed the appeals on the grounds that only communications between companies and their external lawyers are privileged. The general court concluded that the Commission is therefore entitled to inspect communications with in-house counsel

• By their appeal, Akzo and Akcros seek to have the judgment of the general court set aside

“Theseekingandgivingoflegaladvicewillbeinhibitedbyconcernsthatwrittencommunicationswithin-housecounselwillnotbeprotectedbydisclosure.Decisionsneedtobebasedoncandidadviceandunvarnishedanalysisofthefactsonwhichsuchadviceissought”JOHNDAVIDSON,SABMILLER

here are viewing the decision just as skeptically. They say it will entrench the position of in-house lawyers as second-class citizens in the profession and further impair the ability of companies to receive proper legal advice, as well as impose restrictions on how corporate counsels in Asia deal with their EU and UK counterparts.

Akzo Nobel and Asia: implicationsWhile the Akzo opinion may have a minimal practical impact on in-house

opinion was handed down, the first question we asked each other was ‘can we continue to give advice to our lawyers in Europe and the UK and be sure that it will be protected, and how will this affect the advice we get from the team in Europe?’” The same lawyer predicted that some in-house teams working in companies with operations both in Europe and Asia would need to move “more cautiously” and perhaps even more apprehensively, as a result of this opinion.

John Davidsonsabmiller

Juliane kokott court of Justice, european union

NEWS | analysis >>


But where the Akzo decision may have a tangible impact for corporate counsel in Asia is by sharpening attention on the protections they have closer to home. While the situation in the region may be better than in Europe, it is still unclear in many jurisdictions. For instance, the Evidence Acts that are in force in both Singapore and Malaysia could be looked at as theoretically conferring privilege on in-house lawyers - but this has never been tested and lawyers are doubtful that any court would, in practice, extend in-house lawyers such protections.

The situation is similar in India (where up until recently a lawyer was said to forfeit his or her license to practice upon going in-house) but decidedly more positive in Indonesia and Korea. In the latter country, lawyer-client communications – both by in-house and external lawyers – are considered a part of a lawyer’s professional duty of secrecy. In-house lawyers in Hong Kong enjoy the same protection of LPP as their private practice counterparts, but in Japan there is still confusion as to whether private practice lawyers, let alone their in-house counterparts, can claim privilege. This is not to mention other jurisdictions such as China, Taiwan and Vietnam where in-house lawyers comment that the position on LPP is “extremely ambiguous.”

Ambiguity around the extent of privilege means that in-house lawyers will have to monitor their internal communications even more closely than they have done in the past. Many are already vigilant in this regard: most of the larger in-house teams avoid written communications

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“When the opinion was handed down, the first question we asked each other was ‘can we continue to give advice to our lawyers in Europe and the UK and be sure that it will be protected, and how will this affect the advice we get from the team in Europe?’” in-hoUsE laWyEr, hong Kong

on actual or potential competition law infringements. And the approach of avoiding written, competition-sensitive internal communications is heavily ingrained into major corporations, with procedures existing from the CEO down that potentially damaging competition concerns should first be raised verbally. The policy for dealing with any written communications is then managed carefully, in conjunction with in-house counsel.

Commercialisation of corporate counselPerhaps a broader question that needs to be asked is what effect the increasing ‘commercialisation’ of corporate counsel is having on their ability to claim privilege. Is the Advocate General’s opinion correct in the assertion that as in-house lawyers becomes more integrated in the commercial hierarchies of employers, they become less able to discharge their duties as officers of the law in an independent fashion?

“To suppose that in-house lawyers are in a position to abuse privilege because of their corporate office, or that they are more predisposed to doing this than external counsel is a

very questionable assumption,” said one Japan-based in-house lawyer. It may be a questionable assumption, but it is one that many more are making, given the ever-increasing prerogatives of in-house lawyers across the region.

And this is where the real threats to LPP become most apparent. In most jurisdictions, privileges attach to a communication only if the communication was intended to be confidential and was made in the course of, and for the purpose of, the client obtaining or receiving legal services from the legal advisor.

For external counsel, these criteria are relatively easy to meet, yet it is more problematic for in-house counsel, whose presence within an organisation and constant communication with the client (the employer) makes it more difficult to determine which communications are properly treated as privileged.

The fact that many in-house counsel often simultaneously engage in both legal and commercial work, or provide advice to their clients beyond legal advice – for example, advice on negotiations, means they need to be vigilant in considering whether their communications meet the tests required for privilege to attach. ALB

http://www.elaw.com.au

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uk report

ROUNDUP• Two partners from Thomas Cooper’s Paris office recently left the firm to launch a five-lawyer

shipping boutique which will advise on French and English law for shipping, international trade and insurance matters, as well as assisting clients in Francophone Africa

• Clifford Chance has promoted 22 lawyers to partner from 14 jurisdictions –five more were made up than last year. Three of the new partners will be based in New York

• Gary Senior has been re-elected for a third term as London managing partner at Baker & McKenzie. Senior first took on the managing partner role in 2003 and is nearing the end of his second three-year term. His third term will begin in September

offices in February last year, yet recruited in force within the same period – with its biggest hire of 20 staff in finance.

Similarly at A&O, around 400 staff were slashed from the firm by the end of April 2009. It went on to welcome approximately 46 new recruits after raiding the offices of Clayton Utz earlier this year to set up its Australia practice, and also recruited eight partners in the UK.

CameronssealdealtooutsourceallbusinesssupportfunctionsCMS Cameron McKenna will soon outsource its entire business support function, following the tie-up of a £600m deal with Integreon. The firm will be the first to have IT, HR, finance, business development, communications, knowledge management, facilities management and administration services outsourced.

Although Camerons will help Integreon develop its new service, the firm will not be putting any equity into the project. The two parties will undertake a three-month due diligence process, and Camerons will sublet a floor of its City HQ to Integreon, and transfer as many as 200 support staff into the newly created service centre.

KennedysbacktracksonbonusbanKennedys told lawyers last year that they would no longer receive a bonus package, but the firm recently changed its mind and will now offer bonuses at the end of the financial year.

However, only those lawyers who have been with the firm for more than a year and have billed more than 110 % of their billing target will be considered for the bonus award.

Latham&WatkinsandAllen&OverytopthetablesforlateralhiresLatham & Watkins and Allen & Overy (A&O) have made the most lateral hires during the past three years, according to a recent study. The Transatlantic Elite 2010 survey, which published a range of information on 16 top transatlantic firms, revealed that the two law firms above have been most active in the recruitment market. They had made a total of 48 and 46 lateral hires respectively, from January 2008 to the present.

This is surprising, given that both firms are also likely to have made the most redundancies over the past two years. Latham announced plans to make 190 associates and 250 paralegal and support staff redundant across its global

JApAn >>

Foreign law firms to be allowed to open second officeJapan's Ministry of Justice has

announced that it plans to ease restrictions on foreign law firms operating in the country by allowing them to establish corporate bodies and open multiple offices. It is believed that the proposed amendments will be submitted to the Diet in the fourth quarter of this year, and could come into effect from January 2012.

The news is being closely followed by a number of foreign law firms who are believed to ne looking into places like Osaka as possible locations for second offices. “Osaka is home to quite a few major Japanese companies like Toyota, Osaka Gas and Panasonic, but it is underserviced by foreign law firms,” said Mark Weeks, the managing

middle eAst >>

Bermuda seals DTA with Bahrain, takes lead in offshore Islamic finance marketBermuda has taken a big step

towards positioning itself as the offshore jurisdiction of choice for Islamic finance after entering into an avoidance of double taxation agreement (DTA) with Bahrain.

The DTA represents a reciprocal arrangement between Bahrain and Bermuda not to tax the repatriated income that an individual or corporate resident of one country has earned in the other country, and which has already been taxed.

Paula Cox, Bermuda's Deputy Premier, said that the DTA puts Bermuda in an ideal position to capitalise on Islamic finance's growing interest in using offshore locations to structure investments. “We are seeing an increase in local service providers expanding their offerings to Middle East and North African markets utilising the Kingdom of Bahrain as a gateway jurisdiction,” she said, “in addition to offering Middle Eastern clients convenient access to Bermuda.”

“Many local service providers have extensive experience of Islamic structured finance, including both conventional and Shari’ah investment

NEws >>


news in brief>>FORMERTHAIPMHIRESLAWFIRMTO'HELPRESTOREDEMOCRACY'Former Thai Prime Minister Thaksin Shinawatra has engaged Canadian-based law firm Amsterdam & Peroff to assist in his crusade to restore democracy and the rule of law to the troubled Kingdom.

Robert Amsterdam, a founding partner of the firm said in a press release that "it is our intention to explore every legal avenue to assist this pro-democracy movement, and urge the international community not to tolerate the government's violent crackdown on peaceful protestors."

Amsterdam & Peroff, headquartered in Toronto and with offices in Washington and London, has made a name for itself handling complex multi-jurisdictional litigation, commercial arbitration and political advocacy in challenging emerging markets.

GORECHALLENGESLAWYERSTOCHANGEDuring an address at the Inter-Pacific Bar Association's Annual Conference held in Singapore, former US Vice President and climate change crusader Al Gore has challenged lawyers to exercise 'moral courage' in finding a solution to climate change problems.

Gore told delegates that lawyers have a role to play in the climate change debate because one of their key tasks was to implement political will. He noted that although addressing environmental concerns in the course of legal advice would be "inconvenient and complicated", it was something that nonetheless needed to be done.

However, Gore may have to some extent been preaching to the converted. Climate change is an area where some of Singapore's law firms have already taken a lead, but according to a number of lawyers, local clients are still somewhat reluctant to explore green issues; the majority of instructions, they say, come from their US and European clients.

LEGISLATIVEAFFAIRSOFFICEAPPOINTSNEWDIRECTORThe Legislative Affairs Office of the State Council has promoted Song Dahan, the deputy director of the office, to the role of director as former incumbent Cao Kangtai retires.

The Legislative Affairs Office (LAO) is an administrative office within the State Council which assists the Premier in providing legal advice and administrative laws to govern the behavior of government departments. This includes litigation, legal reconsideration, compensation, punishment, license, administrative charges and execution.

Foreign law firms to be allowed to open second officepartner of Orrick, Herrington & Sutcliffe in Tokyo.

“There are a lot of manufacturing clients in that [Western] region and it would therefore be an obvious place for foreign firms to consider opening a second office, if and when the market opens up…but you really need to find the right people to make the endeavor worthwhile."

But a partner at a local Japanese law firm told ALB that finding the right people, once you get out of Tokyo, becomes a difficult proposition. “If you have a family, there are major quality of life [and] quality of education

differences between somewhere like Osaka and Tokyo,” the partner said. “This would make staffing an office out there very difficult for international law firms.”

Lawyers that ALB spoke to are just as unequivocal in their assessment of what impact these changes will have on the complexion of the Japanese legal services market. “I don't really understand why these changes are needed,” said one senior partner at a major Japanese law firm.

“Major matters for Osaka and clients from other cities are handled out of Tokyo and this won't undergo substantial changes – even if foreign law firms open in Osaka or elsewhere.” ALB

Bermuda seals DTA with Bahrain, takes lead in offshore Islamic finance market funds. Moreover, it is

likely that the global market for Islamic insurance, or takaful, will continue to grow, opening exciting possibilities for Bermuda reinsurers."

Cayman remains the leader in offshore Islamic finance transactions, having played a part in most offshore-structured

Mark Weeksorrick

sukuks issued over the last 12 months. Even so, those lawyers ALB spoke to agreed that market share is still up for grabs. “With BVI being such a popular jurisdiction for Asian clients, Cayman being a mecca for funds, and Bermuda and Jersey both having a strong regulatory environment and reputation, each of these are well placed to develop their Islamic finance market,” said Frances Woo, managing partner of Appleby in Hong Kong. ALB

Frances Wooappleby

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The Shenzhen stock exchange has recently seen some stellar debuts

made by domestic players – Shenzhen Hepalink’s US$868m IPO on the Shenzhen small and medium-sized enterprises board and Zhejiang Narada Power Source’s US$287m IPO on the Shenzhen Growth Enterprises Market board. According to Dealogic, since January 2010 there have been nine IPOs in Shanghai raising some US$7.7bn and 59 in Shenzhen raising US$7.3bn.

Shenzhen Hepalink, the world's largest maker of the blood thinner heparin, recently launched its IPO, becoming the record holder for the highest IPO share price in China’s A-share market. Zhong Lun partners

us report

ROUNDUP• US firm Reed Smith has snared seven real estate lawyers from Pepper Hamilton. The new recruits –

four partners and three associates – will join Reed Smith’s real estate practice in Pittsburgh, along with two paralegals and five support staff.

• SJ Berwin has been left with just one partner in its German EU and competition team following the loss of its German head of EU and competition (Alexander Rinne) to Milbank Tweed Hadley & McCloy. Rinne will assist Milbank Tweed Hadley & McCloy to launch its own European anti-trust practice.

White&CaseaimtoinvadeAsiaviaMoscow White & Case has its sights set on Asia. The US firm plans to expand into the Asia region via Mosow, with plans set in motion to make Moscow a hub for an increased CIS operation.

The firm has already moved London banking and capital markets partners Sven Krogius and Carter Brod to the office and plans to relocate three associates to the office eventually.

SJBerwinmovesontopossiblemergerwithProskauerRoseFollowing the breakdown of merger talks with Orrick, SJ Berwin has moved on to Proskauer Rose with suggestions Rose’s funds team is acting as the driving force behind the potential new merger.

Whilst it has been reported that a delegation from SJ Berwin met Proskauer in New York late last month, sources suggest that discussions are still at ‘the very early stages’.

SurveyrevealsCliffordChanceflounderingintheUSA recent study providing a range of information on 16 top transatlantic firms has revealed that Clifford Chance’s US partnership has shrunk by 21% over the past five years, highlighting the firm’s struggle to build a successful US practice.

The Transatlantic Elite 2010 survey compiled information on all four of the UK’s largest firms and found that the total number of lawyers in the firm’s US practice (291) is now effectively the same as in 2006. In total, the number of partners has dropped from 75 to 59.

Allen & Overy (A&O) is the only other firm of the four that has also experienced a decline – its total number of US partners fell by 12.5%, from 40 to 35, over the past year.

Conversely, Linklaters registered the largest increase in US partner numbers, recording an increase of almost 75% from 19 in 2006 to 33 currently. Freshfields Bruckhaus Deringer is also not faring too badly in the US, with lawyer count on the rise, up by 74% and with 62.5 % growth in its US partnership.

Schroeder,SkinnerandButlerbackforsecondsatHunton&WilliamsThree former Hunton & Williams partners recently returned to the firm from its US rival Paul Hastings.

Jeff Schroeder, Larry Skinner and Ellis Butler were partners at Hunton & Williams until 2003 when they left to join Paul Hastings. On returning to their former firm, they will join the global energy project finance team and be based in Washington DC.

AnothertransatlanticmergeroncardsLondon-based Denton-Wilde Sapte and Chicago-based Sonnenschein Nath & Rosenthal are in advanced merger talks, with management of both firms recommending to their partners to support the move. Both firms will conduct partnership votes on the matter on 9 June.

The combined firm will be known as SNR Denton and will have over 1,400 lawyers across 18 countries, including Singapore. If approved, the merger will take effect from 30 September.

indiA >>

Leading Spanish firm Garrigues courts India's Dua Associatesgarrigues has become the first

major Spanish law firm to outline its desire to capture its share of the Indian market, after entering into a non-exclusive cooperation agreement with Indian law firm Dua Associates.

Under the agreement, the two firms will work together to organise seminars, edit publications and develop secondment programs. “The agreement with Dua Associates gives expression to our longstanding close professional ties and will undoubtedly give added value to both firms,” said Sergio Sánchez Solé, the partner in charge of Garrigues' Indian desk.

Solé said he hopes the agreement will help other companies take their first steps into India. Garrigues’ India desk had already been active advising Fundación Consejo España-India, as well as other investors that turn to this institution to develop their corporate projects in the subcontinent. ALB

Zhong Lun and AllBright inject IPO expertisechinA >>

NEws >>


One of the most talked-about law firm mergers in recent memory

has finally been consummated. But the new firm's launch motto (“A new kind of international law firm...because the world is changing) is ringing true on a number of levels, not least for all those partners who have chosen to leave the new firm.

Robert Lewis, Lovells' former Beijing managing partner, quit the firm to join local outfit Allbright as a senior international legal consultant. Although the loss of a managing partner of the calibre of Lewis is most certainly a body-blow for the newly formed alliance, his departure was considered somewhat imminent. One source close to ALB noted, “it's a loss, but we could see that it was going to happen given Robert's missionary-like zeal to help develop the local legal market in China.”

The reasons behind two similar departures this week are perhaps as clear. In an e-mail to clients last week, Hogan & Hartson's former Hong Kong managing partner Gordon Ng announced that his eponymously named firm had terminated its alliance with Hogans and would instead be joining forces with O'Melveny & Myers.

news in brief>>BRIGHTERTIMESAHEADFORIN-HOUSELAWYERSINJAPAN:REPORTIn-house salaries in Japan remain flat in 2010 despite increased demand for corporate counsel, according to a report published by recruitment consultants Optia Partners. The report notes that, although hiring activity has possibly been at its lowest over the last 18 months, the legal services employment market seems to have bottomed out and better things can be expected from Q2 2010.

It also noted that several companies have opened up new roles in regulatory and compliance, banking and insurance. And in a trend that is identical to elsewhere in the region, foreign companies (gaishekei) continue to out-pay their local equivalents - in some cases by as much as 30%. But the jury is still out on whether foreign or local companies are better places to work for in-house lawyers.

GAOPENGSETSUPINHANGzHOUHaving recently set up an office in Nanjing, Gaopeng & Partners has furthered its national expansion plans by launching a Hangzhou branch. Two partners have already been relocated from Beijing and focus on corporate, international business and regulatory work.

“One of the impetuses for our decision is the increasing exportation business in the Zhejiang region," said Wang Lei, managing partner of Gaopeng. "The Hangzhou office will work closely with our headquarters – we are looking to integrate international business type work from both offices."

Last year, the firm launched in Nanjing via a merger with Jiangsu Hailang Law Firm. The latest Hangzhou branch is seen as the final piece in the firm's expansion plan for the Yangtze River Delta region. Gaopeng now has offices in Shanghai, Tianjin, Yangzhou, Taizhou, Nanjing and Hangzhou.

zHONGLUNW&DBECOMESFOURTHBEIJINGFIRMINTAIYUAN

► taIyUan LegaL MarKet – tHe nUMBers

• 116 law firms, 1,288 lawyers • 1 lawyer to 1,692 citizens in Shanghai• 1 lawyer to 2,650 citizens in Taiyuan

Zhonglun W&D has launched its second domestic office this year – after opening in Wuhan in January – this time in Taiyuan, Shaanxi province. The new office becomes the firm’s sixth domestic branch.

The Taiyuan office has five partners – Liu Yindong, Ji Yunfeng, Zhang Qiufeng, Deng Jiancheng and Hao Xiaoming – and 20 lawyers. All partners and lawyers have joined from Shaanxi Cheng Cheng law firm, based in Taiyuan with a solid track record advising on real estate and construction related issues and projects. Liu Yindong and Ji Yunfeng previously served as Cheng Cheng's managing partner and deputy managing partner respectively.

The Taiyuan branch is part of Zhonglun W&D’s national expansion plans, especially in the outer regions. It already has international offices in London, Paris, Riyadh and Lyon.

New 2,500-lawyer firm storms onto world stage: Hogan Lovells

Zhong Lun and AllBright inject IPO expertise

Su Min, Xu Zhigang and Zou Xiaodong facilitated the listing. The firm has been the long-term legal advisor to the issuer for a decade.

industry >>

Hepalink was founded in 1998 and primarily produces heparin, which is purified from pig intestines, then made into a shot used to prevent blood clots in patients with heart conditions.

The company is the only Chinese company accredited by the US Food and Drug Administration to export heparin.

Zhejiang Narada Power Source, which principally engages in the research, development, manufacturing and sale of chemical power sources and new energy products, is another company to have raised funds from listing on the Shenzhen board. Advised by AllBright partner Zhang Xiaohong, the firm’s debut raised about US$287m. ALB

“Effective 1st May 2010, Hogan & Hartson will change its name back to Gordon Ng & Co and we will commence an association with O'Melveny & Myers. Our relationship with you remains unchanged,” the e-mail read.

Hogan & Hartson 'localised' its Hong Kong operations midway through last year (allowing it to practice Hong Kong law under the name Hogan & Hartson), suggesting perhaps that Gordon Ng & Co's days as Hogans' Hong Kong ally – regardless of the latter's merger with Lovells – were already numbered.

Connected to Hogans' Hong Kong localisation was a reshuffling of its management on the mainland, that saw some high-profile partners frozen out of the firm's ruling cadre. One of these was Arthur Mok, who although installed as Hogans' Shanghai managing partner, was overlooked for the Greater China leadership role, which was jointly filled by long-serving lawyers Jun Wei and Steven Robinson. In this context, Mok's recent departure to Ropes & Gray is also not surprising. ALB

Steven RobinsonHogan Lovells

16

NEws >>


europe >>

The European Commission is considering allowing limited state aid to assist airlines struggling with the widespread

closure of European air space following the Icelandic volcanic ash cloud. During a recent European Policy Centre breakfast policy briefing, EU Competition Commissioner Joaquin Almunia said that he was ‘ready to consider’ EU governments' requests to compensate airlines for losses amassing from the closures. This followed from the launch by EU Commission President of an ad-hoc group to assess the impact of the volcanic ash on the air travel industry and the general economy.

Volcanic ash circumvents anti- trust as EU considers state aid for struggling airlines

Government financial aid to selected national companies is generally prohibited as anti-competitive, because it may distort competition by favouring certain companies over others. However, an exception to the rule under Article 107 2(b) of the Treaty on the Functioning of the

“Wearefacingexceptionalcircumstances...memberstatesshoulddemonstrateneedfortheaidanditsproportionality”JOAqUINALMUNIA,EUCOMPETITIONCOMMISSIONER

UPdate >>

Intellectual Property

revoked trade Mark not an earlier trade Mark as defined by the trade Marks act – Campomar sL v nike International Ltd

On 2 april 1986, campomar s.L. (Campomar) filed to register, and subsequently obtained registration for, nike in class 3 for perfumery with essential oils (the 1986 Mark).

on 20 november 2001, nike international Ltd (Nike) sought to register nike (the Application Mark) in class 3. campomar opposed the application on the grounds that the application mark was identical to its 1986 mark.

on 21 January 2002, nike applied to revoke the 1986 mark. in Nike International Ltd v Campomar SL [2006], the court of appeal found in favour of nike and ordered that campomar’s rights to the 1986 mark be deemed to have ceased from 21 January 2002 (date of nike’s application for revocation).

thereafter, the application mark was accepted and published on 14 June 2006.

on 14 august 2006, campomar filed a notice of opposition against the application mark.

at the trade marks registry, campomar contended that:-• as of the date of application for the application mark,

the 1986 mark was valid and subsisting was therefore an earlier trade mark as defined in section 2(1) the trade marks act (TMA).

• given that the application mark was identical to the 1986 mark and that the goods sought to be registered were identical to those protected by the 1986 mark, pursuant to section 8(1) of the tma, the application mark should not be registered.

the principal assistant registrar of trade marks (PAR) found that since the 1986 mark was no longer registered, it was not an earlier mark at the material time and section 8(1) of the tma did not apply. campomar appealed against the par’s ruling on this issue.

the High court found that although the tma provided a definition for what constitutes an earlier trade mark, it does not indicate the relevant date for determining if such a mark existed. it was held that the more appropriate time to consider whether section 8 (1) applied was the time of the opposition proceedings.

since the 1986 mark had already been revoked at the time of the opposition proceedings, it was not a registered trade mark, and therefore not an earlier trade mark. accordingly, section 8(1) of the tma did not apply as a ground for refusal of registration of the application mark. campomar’s appeal was consequently dismissed

Joyce Ang, Associate Intellectual Property and Technology Group ATMD Bird & Bird LLP Phone +65 6428 9422 Email: [email protected]

ATMDBird&BirdLLPisaSingaporelawpracticeregisteredasalimitedliabilitypartnershipinSingapore.ThefirmisassociatedwithBird&Bird,aninternationallegalpractice.ItissolelyaSingaporelawpracticeandisnotanaffiliate,branchorsubsidiaryofBird&BirdorBird&BirdLLP.

Joyce Ang

NEws >>


Volcanic ash circumvents anti- trust as EU considers state aid for struggling airlines

European Union permits aids to make good the damage caused by natural disasters or exceptional circumstances.

Almunia said that “we are indeed facing exceptional circumstances”. The Commission is considering limited state aid measures modelled on those following the September 11 attacks in the US. State aid measures taken in the EU after September 11 included compensation for costs arising directly from the closure of American airspace and, for a limited period, the extra cost of insurance. The EU permitted the measures on the condition they were applied in a non-discriminatory manner to all airlines in the member state.

Alumina confirmed that volcanic ash aid will carry strict conditions to prevent discrimination in favour of a particular airline. “Member states should demonstrate need for the aid and its proportionality,” Alumina said.

The current aviation industry crisis may also affect the level of any financial penalty the Commission may impose in the pending case of alleged price fixing cartels in air freight forwarding. The decision, ordinarily involving substantial financial penalties on the participating airlines, is expected in the next few weeks.

*extracted from Jones Day's Anti-trust Alert, authored by Jarleth M Burke and Natasha Hall in London ALB

UPdate >>

fund Management in Malaysia

offer, Marketing and distribution of foreign funds in Malaysiathe guidelines for the offering, marketing and Distribution of Foreign Funds (“guidelines”) were issued by the malaysian securities commission (“sc”) on 3 march 2008 and govern the offer, marketing, or distribution of any collective investment scheme in malaysia that is incorporated, constituted, or domiciled in a foreign jurisdiction.

subject to the sc’s approval, foreign funds that meet the following criteria are permitted to be offered, marketed and distributed in malaysia: (a) the fund is a recognised fund; (b) the fund is approved, registered or authorised by the

relevant regulator in the recognised foreign jurisdiction; and (c) if the fund is listed, it must be listed and traded on an

exchange that is regulated by the relevant regulator in the recognised foreign jurisdiction.

in addition, all parties responsible for the fund must be licensed, registered, authorised or approved to operate and manage the fund by the relevant regulator in the recognised jurisdiction.

the categories of foreign funds that are allowed to be distributed in malaysia include:(i) islamic funds which are constituted and domiciled in the Dubai

international Financial centre (“DFic”);(ii) islamic funds which are registered with the DFic, including

public funds, private funds (less than 100 participants), umbrella funds and property funds; and

(iii) islamic funds (excluding hedge funds and leveraged funds) which are authorised and primarily regulated by the Hong kong securities and Futures commission.

the offer document for a fund that is open for subscription to the general public should be in the form of a prospectus, be registered with the sc and should comply with the guidelines. However, the offer document for funds that are only open for subscription to qualified investors in malaysia should be in the form of an information memorandum and should be deposited with the sc within seven days after it is issued in malaysia.

the definition of a ‘qualified investor’ includes:(i) an individual whose total net personal assets exceed rm3

million or its equivalent in foreign currencies; and(ii) a corporation with total net assets exceeding rm10 million or its

equivalent in foreign currencies based on its last audited accounts.unlisted foreign funds may only be marketed and distributed

in malaysia via institutional unit trust advisers or corporate unit trust advisers who are required to maintain a register of unit holders containing all requisite information in accordance with the guidelines. the distributors must also undertake to represent the foreign fund and the foreign-incorporated entity responsible for the management of assets held for or within a fund, for all fund related matters.

the guidelines further provide that any applications to the sc for the approval of foreign funds must be submitted by a licensed adviser, which would usually be a local investment bank. the adviser has a duty to ensure that all requirements of the sc pertaining to submission of an application are fulfilled and is responsible for dealing with the sc on all matters relating to the application.

Written by Lim Wei Chien,Senior Associate E-mail: [email protected] Naqiz & Partners PL01, Plaza Level, No. 45, Block A, Medan Setia 1, Plaza Damansara, Damansara Heights, 50490 Kuala Lumpur, Malaysia Tel: + (603) 2095 1188 | Fax: + (603) 2095 1186 www.naqiz.com

lim Wei Chien

18

NEws >>


In-house profession: a growing force to be reckoned withEven amid difficult economic conditions, China's in-house

legal profession has still matured above and beyond expectations. The increased complexity of the legal and regulatory environment, along with generally tighter control of costs, has provided a great opportunity for in-house lawyers to demonstrate their strategic value.

While the 2010 ALB China In-house Survey found that 68% of the polled in-house departments have less than 10 legal staff, nearly half said their departments have grown over the past 12 months. Sami Farhad, vice president & general counsel of eLong.com, has a good vantage point for the evolving profession in China as a US lawyer.

“Over time, as companies in China become larger, engage in more complex financial transactions and have more international exposure, businesses are becoming more sophisticated and recognising that a strong in-house legal team can support the healthy growth and development of the company, while avoiding costly risks and disputes,” he said.

“Now, many in-house legal departments have built up strong internal expertise in the areas of law which significantly impact their companies. The perception of in-

chinA >>

Changes to listing rules may see flurry of resources IPOs

Changes to the listing rules for mining and petroleum companies may pave the way for a flurry of IPOs in Hong

Kong and provide a lucrative avenue through which these companies can raise capital in Asia.

“The new rules, which take effect on 3 June [2010], ensure that investors are provided with material, relevant and reliable information that meets globally recognised standards,” said Fred Kinmonth, a partner with Minter

hong kong >>

► New ListiNg ruLes – criteriA• To establish eligibility for initial listing under the new Chapter 18 rules, a company's

main activity must be the exploration for and/or extraction of natural resources (including minerals and petroleum) and this must represent 25% or more of the total assets, revenue or operating expenses of the company and its subsidiaries

• The company must also have a portfolio of resources identifiable under the applicable international reporting standard, the JORC Code, NI 43-101 or the SAMREC Code (Minerals) or PRMS (Petroleum). Companies that have only inferred or prospective resources will not qualify

• The HKSE has also expanded its approved list of acceptable jurisdictions for listing applicants, and Australia and Canada (British Columbia and Ontario) are now included

UPdate >>

It column TM

auditing and Investigating Corporate Information

There are four key areas that need to be addressed when reviewing, or protecting corporate information, or data.1. securing a corporations sensitive information

2. understanding the threats to that information3. setting alerts or red flags of intrusions or misuse4. Defining a clear plan to respond to incidents

Firstly, securing your corporations primary asset, its information (or sensitive data) which includes personally identifiable information (pii) - means being able to find it easily, using targeted searches, collecting and or removing it, when not in protected environments, and running regular audits to ensure data leakage strategies are working.

in other words, knowing where your information is, and being able to get at it !

secondly, understanding the potential threats to this information is numerous. the realization that the average perimeter network defense is never enough, coupled with the fact that, the majority of threats come from within an organization, added to the sophistication of hackers today, can leave it professionals with sleepless nights.

the threats today are great, numerous, and growing along with technology defense.

setting alerts to these threats must be done from a network wide view, instead of the old fashion “one machine at a time” auditing. this means you must have clear visibility to your network. you must run regular audits against file, and email servers, laptops, desktops, and set parameters or warnings that can be automatically flagged.

Lastly, it is critical to have a response plan, once a breach has occurred. this is often overlooked or misunderstood in large corporations. a simple overview plan could be-

1. Determine the exact scope of the incident (to limit cost damage)

2. secure pii within that scope of damage3. Locate the source of the breach4. remediate/erase the malicious files or processes5. run regular scans, to ensure the clean up has been effective6. preserve all actions (or audit) for any potential future

legal actions.

the auditing and investigating of corporate information comes down to ensuring pii resides in authorized areas of the network, determining the scope of any breaches, and implementing proactive measures to minimize risk or exposure.

For more information, please contact: Carl Kimball, General Manager, Asia Pacific Guidance Software, Inc Phone: +65 6248 4527 Email: [email protected]

Carl kimball

NEws >>


In-house profession: a growing force to be reckoned withhouse lawyers as not doing interesting or challenging work is now largely outdated.”

In addition to the steady increase in numbers, many in-house departments now have more tiers of staff than in the past. Consequently, in-house counsel roles have expanded into new non-legal areas, such as compliance, risk management and company secretarial responsibilities. ALB

► tHe sIze of yoUr In-HoUse teaM1-10 68%

11-20 12%

21-50 13%

51+ 7%

► oVer tHe Past 12 MontHs yoUr In-HoUse teaM Hascontracted by 1-20% 13%

contracted by 21-50% 5%

grown by 1-20% 27%

grown by 21-50% 14%

grown by 50+% 7%

remained the same size 34%

Changes to listing rules may see flurry of resources IPOsEllison in Hong Kong who advised the HKSE on the amendments. “Eligible companies may now apply for a primary or secondary listing on the HKSE under rules that are clear and comprehensive.”

The new rules set out disclosure obligations and standards for reporting resources and reserves, for valuing mineral and petroleum assets, and for the qualifications and experience of technical experts. The changes are expected to reinforce Hong Kong’s attractiveness as a listing location.

“EligiblecompaniesmaynowapplyforaprimaryorsecondarylistingontheHKSEunderrulesthatareclearandcomprehensive”Fred KiNmoNth, miNter eLLisoN

Kinmonth said that a number of mining and petroleum companies from resource-rich countries like Australia and Canada are already expressing interest in launching Hong Kong offerings. “Given the capital-intensive nature of mining, mineral and petroleum companies seeking capital to grow are increasingly looking to the HKSE and the HKSE now has a solid set of rules to encourage that interest.”

Despite the financial crisis, 2009 was something of a bull year for the HKSE: it led the world in terms of IPO funds raised (US$32bn) and ranked fourth in total funds raised behind the New York, Euronext, London and Australian stock exchanges. ALB

UPdate >>

M&a

effective Put option tips from the Perspective of a grantee

For a put option structure to be meaningful, legal safeguards must exist to ensure its effectiveness. Here are some brief tips for an effective put option from the perspective of a grantee of a put option.

TIP #1: Secure the put option by having a financially capable grantor, a guarantee from the financially capable operating parent company, or a charge over grantor’s assetsthe grantee should investigate deeper and consider whether it can recover sufficient damages if the grantor fails to abide by the obligation to purchase the shares upon exercise of the put option. For instance, if the grantor is only thinly capitalised, the amount that may be recovered by the grantee by civil suit for damages, if the put option exercised is dishonoured, might turn out to be disproportionately low compared to its investment.

TIP #2: keep a close watch on the option periodthe grantee should put in place an internal monitoring system to alert its decision-makers of the impending option period to avoid unnoticed lapse of the option period. if possible, the grantee could obligate the grantor to give adequate notice when the option period is approaching expiry. where triggering events (that entitle the grantee to exercise its put option) are listed, it could be stipulated that the grantor must notify the grantee about the occurrence of any triggering event.

TIP #3: Ask for covenants pending exercise of the put optionsufficient covenants, together with representations and warranties, from the grantor will help maintain conditions in the target or investee company to be the same as, or improved from, the status at the time when the grantee entered into the shares subscription agreement.

look Before You leapsometimes, the put option mechanism might turn out to be too good to be true, and the investor might find that it has leapt too soon when the put option is not honoured. Hence, it is important to ensure the effectiveness of the proposed put option before committing to the investment or acquisition.

Tan Chien Liang, Associate Phone: +603- 2118 5000 ext. 5053 Fax: +603- 2118 5111 E-mail: [email protected] Mohamad Khairul Daim Ahmad Shamsuri, Associate Phone: +603- 2118 5000 ext. 5077 Fax: +603- 2118 5111 E-mail: [email protected] Azmi & Associates 14th Floor, Menara Keck Seng, 203 Jalan Bukit Bintang, 55100 Kuala Lumpur, Malaysia.

Tan Chien liang

Mohamad khairul Daim Ahmad Shamsuri

20

NEws >>


motivation behind his decision to join King & Wood is the opportunity to be at the centre of the firm's management and decision-making function. “From my point of view, the most pronounced difference between my current and previous position is not 'local' versus 'international' but 'centre' versus 'outskirt'," he said.

Allen & Overy Norton Rose

OnemoreforChinainNortonRose’sAsianspreeFormer Allen & Overy of counsel Lynn Yang has recently joined Norton Rose’s Shanghai office as corporate and insurance partner. She will commence her partnership in July 2010.

David Stannard, head of Norton Rose’s Asia practice, notes that Yang’s appointment is part of the firm’s aggressive business strategy for the Asia-Pacific region. The firm launched its Asian hiring spree last month, offering up to five banking and corporate positions for its Beijing office. Yang’s appointment will bring the total number of partners across Norton Rose’s 13 Asian offices to 44.

Paul Hastings O’Melveny & Myers

PaulHastingslosesanotherseniorAsialawyerAndrew Hutton's departure to the Singapore office of O'Melveny & Myers constitutes the latest in a string of senior Paul Hastings defections. The firm has now lost four senior-level lawyers from its Asia practice over the past 12 months. Earlier this month US securities expert Joe Sevack left the firm for Troutman Sanders; partners Maurice Hoo and Phoebus Chu both departed for Orrick; and Etsui Doi left to become co-head of Foley & Lardner's Tokyo office in June 2009.

Hutton, who was counsel at Paul Hastings, will assume the same position at O'Melveny and will be initially placed in Hong Kong, before relocating to Singapore in early June 2010.

Greater China Linklaters

Linklaters'HarveypromotedtoglobalheadoflitigationMarc Harvey has been appointed as the head of Linklaters' global litigation practice. Harvey, who is currently the firm's co-head of Greater China, will replace Françoise Lefèvre, who returns to full-time client work.

Clifford Chance King & Wood

King&WoodluresCliffordChance'sBeijingchiefRupert Li, previously the Beijing chief representative and partner of Clifford Chance, has swapped his partnership at the Magic Circle firm for a senior management position as international managing partner with domestic powerhouse King & Wood.

Li will split his time between Hong Kong and Beijing and says the single most important

► LateraL HIresname Leaving going to Practice LocationAndrew Hutton Paul Hastings O’Melveny & Myers LLP Corporate finance/

capital marketsHong Kong/Singapore

Kee Ming Chi Dewey & LeBoeuf O'Melveny & Myers LLP Project development & real estate

Hong Kong

Clifford Chance Weil, Gotshal & Manges Global funds Hong KongRupert Li Clifford Chance King & Wood Capital markets/M&A Hong Kong/

BeijingSteve Yu Eversheds CMS IP ShanghaiLynn Yang Allen & Overy Norton Rose Corporate/ insurance ShanghaiRoger Peng Hogan & Hartson Paul Hastings M&A, corporate BeijngJoe Sevack Paul Hastings Troutman Sanders Securities, corporate

governanceHong Kong

Vincent Mulvey Denton Wilde Sapte Baker Botts Projects, infrastructure, trade finance

Abu Dhabi

Steven Cui Jones Day Jun He IP Silicon ValleyJames Zhu Perkins Coie Jun He IP Silicon ValleyZoe Wang Perkins Coie Jun He IP Silicon Valley

► reLoCatIonsfirm Lawyer* from toClifford Chance Tim Plews London RiyadhClifford Chance Crawford Brickley Singapore Hong KongClifford Chance Julian Perlmutter London Hong Kong Latham & Watkins Salman Al Sudairi New York RiyadhWhite & Case Baldwin Cheng Hong Kong Beijing

appointments

► ProMotIonsname firm Promotion Practice LocationRobert Lonergan own Counsel Finance Hong KongLiu Wei Salans Partner Corporate ShanghaiSun Zuan Yongheng Partners Partner Dispute resolution NanjingWang Hong Yongheng Partners Partner Real estate NanjingNguyen Thi Hong Anh Indochine Counsel Partner IP & technology VietnamCameron Hassall Clifford Chance Partner Arbitration &

commercial litigationHong Kong

Leng- Fong Lai Clifford Chance Partner Capital markets and structured finance

Tokyo

Ho Han Ming Clifford Chance Partner Funds & corporate SingaporeJames Abbott Clifford Chance Partner Dispute resolution &

litigationDubai

Tim Wang Clifford Chance Partner Corporate BeijingJem Li Cadwalader,

Wickersham & TaftPartner Corporate M&A Beijing

Clifford Borg-Marks Lovells Counsel IP BeijingSerge Fafalen King & Wood Partner Hong KongMarc Harvey Linklaters Head of global

litigationGlobal litigation China

KC Lye Norton Rose Partner Dispute resolution SingaporeDaniel Yong Norton Rose Partner Corporate/M&A SingaporeGuy Locke Walkers Head of Asia Insolvency &

restructuringCarol Hall Walkers Managing partner

of HKInvestment funds group Hong Kong

Sandip Beri Citi Head of legal India In-house legal India

Rupert li

Salans

SalanstodoublenumberofpartnersinChinaSalans has made up its senior associate, Liu Wei, to partner as part of its ambitions to grow its China capabilities. Liu, who joined the firm in 2006, is based in the Salans' Shanghai office. According to Greater China managing partner Berndt-Uwe Stucken, Wei will focus on corporate, employment, real estate, tax, restructuring and insolvency work.

lynn Yang

Marc Harvey

Andrew Hutton

NEws >>


Stuart Salt, the firm's Asia managing partner, said that Harvey's appointment underscores both the importance of Asia in the firm's global strategy and the growing profile of the region more generally. "The fact that the leadership of one of our major practice areas is to be based in this part of the world emphasises the importance of the region," he said.

GEgeneralcounselandCliffordChancelawyerappointedtotopCitilegalpostsCiti India has appointed former GE Capital (India) general counsel Sandip Beri as its new country head of legal. Beri, who has over 25 years' experience in the institutional and consumer sectors of the financial services industry, has also had stints at Sidley Austin and a local Delhi-based firm.

The company has also appointed Munish Nagpal as its head of legal for its global capital markets business in India. Nagpal joins from the Singapore office of Clifford Chance, where he was part of the firm's India-focused capital markets team. Prior to his time at CC, Nagpal enjoyed stints with Skadden in Singapore, Fried Frank in New York and London, and Amarchand & Mangaldas in India.

Norton Rose

PartnerpromotionskeepsNortonRose'sAsiafocusonSingaporeThe only Asia-based lawyers to feature in Norton Rose's latest round of partner promotions are both based in Singapore: KC Lye (dispute resolution) and Daniel Yong (corporate/M&A). As a qualifying foreign law practice (QFLP) license holder Norton Rose is able to practice Singapore law in certain areas, through the Singapore-qualified lawyers the firm employs. The promotions of Lye and Yong bring the number of partners in the firm's Singapore office to 14.

Clifford Chance Weil Gotshal

WeilGotshalcontinuesaggressivegrowthinAsiawithCCpartnerhireJohn Fadely has joined Weil Gotshal & Manges as a partner in its Hong Kong office. Fadely, who will join the firm's global funds practice, comes from Clifford Chance where he was a corporate partner in the firm's funds group.

Fadely's appointment is further evidence of the firm's aggressive growth strategy in Hong Kong. Late last year Weil Gotshal boosted its corporate practice with two lateral hires from Simmons & Simmons (Henry Ong and Jasson Han), in addition to entering into an alliance with Ong's firm, Henry Ong & Co. Through this alliance the firm is able to advise on Hong Kong laws.

Nguyen Thi Hong Anh

Vietnam:IndochinewelcomesfirstfemalepartnerALB Fast 30 firm Indochine Counsel has made up its first female partner. Nguyen Thi Hong Anh, who as a senior associate has led the firm's IP & technology practice since its establishment in 2007, becomes the firm's fifth partner overall.

The firm's managing partner, Dang The Duc, said Nguyen's elevation is part of the firm's commitment to growing its IP & technology practice.

Leading US firms Jun He

JunHe'striplewhammypreludetonewUSofficeJun He has secured the service of three IP partners from leading US firms, in preparation for opening a new office in Silicon Valley. Two of the new partners are James Zhu and Zoe Wang, who previously served as Beijing and Shanghai managing partners respectively of Seattle-based US firm Perkins Coie. Both are US-qualified lawyers and registered to practice before the US Patent and Trademark Office. Steven Cui, the third new partner in Jun He's IP practice group, is admitted to the California bar and also registered to practice before the US Patent and Trademark Office. He joins from Jones Day's Beijing office, where he was a counsel practising IP law.

UPdate >>

environment

the drive for electric Vehicles (eVs)

Evs are increasingly being seen as a sustainable mode of transport worldwide as they are more efficient than internal combustion engines and can reduce carbon emissions. singapore is receptive to evs which

can reduce up to 4% of its land transport sector’s carbon emissions by 2020 if just 2% of its vehicles or 16,000 vehicles convert to electric power.

EV Taskforcesince may 2009, a multi-agency taskforce chaired by the energy market authority (ema) and Land transport authority (Lta) has been set up to test bed evs and assess the benefits and applicability of adopting evs in singapore. the test bed will address issues of operation and deployment of charging infrastructure and the general performance of the evs on singapore roads.

EV Initiativesthe ev taskforce has invited companies to participate in the test bed by purchasing evs, and the first batch of evs (mitsubishi i-mievs) are expected to arrive in Dec 2010.

currently, owners of hybrid, compressed natural gas and electric cars enjoy a 40% cut in their additional registration Fee, which is the main car tax.

automotive companies can register vehicles used for research and Development activities in singapore under the transport technology innovation and Development scheme jointly administered by eDb and Lta. such vehicles will be issued with special purpose Licences and the yearly fee to be paid upon approval of application by Lta is s$1,600 per licence.

EV Charging Stationsspring singapore and ema have co-developed a technical reference for ev charging systems. the technical reference includes electrical installation requirements and safety requirements for ev charging stations. it will apply to ev charging stations in public and private car parks.

the ema has called a request for proposal (rFp) on 23 april 2010 to select an ev charging service provider (csp) to roll out a network of ev charging stations in singapore. the csp will manage, on behalf of ema, implementation of the ev charging infrastructure system and ensure that all ev public charging stations comply with the technical reference. the csp is expected to design, develop and operate an ev charging infrastructure and fulfil the back-end settlement mechanisms for payments to electricity suppliers. it is expected to provide ev test-bed users with a competitively-priced service for the charging of their evs and obtain data on usage patterns of ev charging stations. the rFp tender closes on 20 may 2010.

Sandra Seah, Partner ATMD Bird & Bird LLP Phone +65 6428 9429 Email [email protected] ATMDBird&BirdLLPisaSingaporelawpracticeregisteredasalimitedliabilitypartnershipinSingapore.ThefirmisassociatedwithBird&Bird,aninternationallegalpractice.ItissolelyaSingaporelawpracticeandisnotanaffiliate,branchorsubsidiaryofBird&BirdorBird&BirdLLP.

Sandra Seah

Clifford Chance/GE Capital Citi

22

NEws | regional update >>


cHinapaul weiss

pHiLippinessycip salazar Hernandez & gatmaitan

Reg

ional

updat

es

Eachmonth,ALBdrawsonitspanelofcountryeditorstobringreadersuptodatewithregulatorydevelopmentsacrosstheregion

singaporeLoo & partners

vietnamindochine counsel

maLaysiawong & partners

inDonesiabastaman enrico

launchpublicofferingofstocks,issuecorporatebondsormedium-termbillswithinChina.

Lastly,measureswillbetakentoimprovetheefficiencyoftheapprovalandregistrationofforeigninvestmententerprises.Forexample,forforeign-investedprojectsthatfallunderthe“Encouraged”or“Permitted”categories,thetotalinvestmentthresholdfortheseprojectsthatrequirecentrallevelapprovalwillberaisedfromUS$100milliontoUS$300million.Similarly,theformationofforeign-fundedenterprisesintheservicesector(exceptfinancialandtelecommunicationsservices)willbeexaminedandapprovedbythelocalgovernment,andproceduresforthesettlementofforeigncurrencycapitalbyforeign-investedenterprisewillbesimplified.

Althoughitmaybeawhilebeforetheimplementingregulationsandrulesareissued,thepositivemessageoftheStateCouncilthroughtheOpinionsdoboosttheconfidenceofforeigninvestorstocontinuetoinvestinChina.

Written by Jeanette Chan, partnerMay Chan, Hong Kong solicitorPaul, Weiss, Rifkind, Wharton & Garrison

HongKongClubBuilding,12thFloor3AChaterRoad,CentralHongKongEmail:[email protected]:(8610)5828-6300or(852)2846-0300

AsaconfirmationofChina’ssupportofforeigninvestment,theStateCouncilissuedthe“OpinionsonFurtherImprovingtheUtilizationofForeignInvestment”(the“Opinions”)onApril6,2010.

Withanobjectivetoimprovingthequalityofforeigninvestment,theOpinionssuggestthat“TheCatalogueofForeignInvestmentIndustryGuide”wouldsoonbeamendedtoencourageforeigninvestmentinthemanufacturingofproductsutilizingadvancedtechnology,andthedevelopmentofthehigh-techindustry,modernserviceindustry,outsourcingindustry,environmentalprotectionindustryandalternativeenergy.Certainforeign-investedprojectsthatfallundertheencouragedcategorywouldalsobenefitfromlowerlandprices.Multinationalsarealsoencouragedtoestablishregionalheadquarters,R&Dcenters,procurementcenters,financemanagementcenters,settlementcentersandaccountingcentersinChina.

Inlinewiththemacroeconomicpolicy,foreigninvestmentsareencouragedintheCentralandWesternregions.FavorablepolicieswillbeintroducedtoencourageforeigninvestorstoinvestintheCentralandWesternChina,inparticularthoselaborintensiveprojects.

Withanaimtodiversifythetypesofforeigninvestment,theOpinionssuggestthatforeigninvestorsareencouragedtoinvestindomesticA-stocklistedcompanies;establishprivateequityfundsandsetupventurecapitalinChina.

Financialinstitutionswillbedirectedtoprovidemorecreditsupporttotheforeigninvestedenterprises,andtheseenterprisesarealsoencouragedto

cHina

china’s policy on Further encouragement of Foreign investment

pHiLippines

RepublicActNo.10022,whichbecamelawonMarch8,2010,amendedseveral

protecting overseas Filipino workers



Finally,thelawprovidesforcompulsoryinsurancecoverageforagency-hiredworkersandoptionalinsurancecoverageforre-hires,namehiresordirecthires.

Written ByRonald Mark C. Lleno, Senior Associate

SyCipSalazarHernandez&Gatmaitan3rdFloor,SSHGLawCenter105PaseodeRoxas1226MakatiCity,PhilippinesT:(632)8179811to20F:(632)8173896;8173567E:[email protected] www.syciplaw.com

provisionsoftheMigrantWorkersandOverseasFilipinosActof1995(RepublicActNo.8042)toprovidebetterprotectionforFilipinomigrantandoverseasworkers.Amongthesignificantamendmentsarethefollowing:

First,thedefinitionofan“overseasFilipinoworker”entitledtoprotectionunderthelawnowincludesoverseasFilipinoworkerswhoarelegalresidents(althoughnotcitizens)ofaforeigncountry.

Second,thecrimeof“illegalrecruitment”hasbeenexpandedtoincludethefollowingprohibitedacts:(i)lettinganoverseasFilipinoworkeracknowledgeanamountgreaterthanthatactuallyreceivedbyhimasaloanoradvance;(ii)reprocessingworkersthroughajoborderthatpertainstononexistentwork,orforworkdifferentfromtheactualoverseaswork,orworkwithadifferentemployer;(iii)influencingorattemptingtoinfluenceanypersonorentitynottoemployaworkerwhohasformed,joinedorsupportedorhascontractedorissupportedbyanyunionorworkers’organization;and(iv)allowinganon-Filipinocitizentoheadormanagearecruitment/manningagency.

Third,asidefromillegalrecruitment,thelawdeclaresotheractsinimicaltotheinterestsofanoverseasFilipinoworkerasunlawful,including,amongothers:(i)grantingaloanwithinterestofmorethaneightpercent(8%)perannumtoanoverseasFilipinoworker,wheretheproceedsareusedforpaymentofplacementfees;and(ii)requiringoverseasFilipinoworkerstoexclusivelyavailofloansonlyfromspecificallydesignatedinstitutions,entitiesorpersons.

Fourth,thelawprescribeshigherpenaltiesforillegalrecruitmentandotherprohibitedacts.

Fifth,thepaymentofanycompromise/amicablesettlementorvoluntaryagreementonmoneyclaims,inclusiveofdamages,shallbemadewithinthirty(30)daysfromtheapprovalofthesettlementbytheappropriateauthority,insteadoffour(4)monthsprovidedundertheoldlaw.

Sixth,remittancesoftheoverseasFilipinoworkersarenowexemptedfromthepaymentofdocumentarystamptax.

TheSecuritiesandFutures(Amendment)Act2009(“SF(A)A”)waspassedbytheParliamenton19February2009.Sincethen,theSF(A)Ahadbeenimplementedinstages.Thefollowingoutlinesseveralamendmentswhichtookeffecton29March2010:-

• Compulsory acquisition applies to Real Estate Investment Trust (“REIT”) and Business Trust (“BT”)

Section295AoftheActallowsanofferorwhohasacquirednotlessthan90%oftheunitsinREITorBTtorequiredissentingunitholderstoselltheirrespectiveunitstotheofferor.Theofferorwillbeabletoacquiretheminorityunitsbymakingageneraloffertothedissentingunitholders.ThenewprovisionoperatesinasimilarwayasthatofacompulsoryacquisitionofsharesunderSection215oftheCompaniesAct(Cap50).

recent changes to the securities and

Futures act (cap 289) (“the act”)

singapore

• New statutory avenue to protect the interests of REIT unitholders

Section295CoftheActprovidesaREITunitholderwithanopportunitytoseekjudicialredresswhen(i)theaffairsofthetrusthasbeencarriedoutinamanneroppressivetooneormoreofREITunitholders,orhasbeencarriedoutinamannerwhichhasdisregardedtheinterestsofoneormoreoftheREITunitholders;and(ii)anactofthemanagerortrusteeofthetrusthasbeendoneoristhreatened,oraresolutionoftheunitholdershasbeenpassedorisproposed,whichunfairlydiscriminatesagainstorisotherwiseprejudicialtooneormoreREITunitholders.

• New Prescribed Time Period for Prospectus Registration

PursuanttotheSecuritiesandFutures(OffersofInvestments)(PrescribedPeriodandPrescribedDayforRegistrationofProspectusandProfileStatement)Regulations2010,Section240oftheActhasbeenamendedtoenabletheMonetaryAuthorityofSingapore(“MAS”)toregisterprospectusesandprofilestatementsfromtheseventh(7th)totwenty-first(21st)dayfromthedateoflodgmentwithMAS.Priortotheamendment,MAScouldonlyregisterprospectuseswithinthefourteenth(14th)totwenty-first(21st)dayofthedateoflodgment.Thisamendmentisseenasamovetoexpeditetheprocessofaninitialpublicoffering(“IPO”).

Apartfromthereductionoftheminimumpublicexposureperiod,anewIPOconcurrentreviewprocess,knownasthestreamlinedreviewprocesshasbeenlaunchedon1March2010.ThestreamlinedreviewprocessattemptstospeeduptheIPOinSingaporeundertakenbycompanies,REITsandBTs.Ascomparedtothecurrenttwo-stageprocess,anissuermaysubmitadraftprospectustoMASforapre-lodgmentreviewsimultaneouslywiththefilingofitslistingapplicationtotheSingaporeExchangeSecuritiesTradingLimited(the“SGX-ST”).Theprospectussubmittedforpre-lodgmentreviewwillnotbesubjecttofurtherreviewduringthepublicexposureperiodunlesstherearenew

24



transparencyandaccessibilitytobusinessregistrationcanbeexpected.

Written By Bui Ngoc Hong, Partner and Truong Hoai Nam

IndochineCounselUnit4A2,4thFloor,HanNamOfficeBldg.65NguyenDu,District1HoChiMinhCity,Vietnam(Tel)+84838239640(Fax)+84838239641hong.bui@indochinecounsel.comwww.indochinecounsel.com

numberasthebusinessregistrationnumberwillservesimultaneouslyasthetaxcodenumber.

Decree43allowstheuseofthelettersF,J,Z,andWforcompanynames,fourlettersnotfoundintheVietnamesealphabet.TheuseoftheselettersforcompanynameswasnotpermittedunderDecree88.Decree43providesthatcompanynamemustbewritableusingVietnamesealphabeticallettersandthosefournon-Vietnamesealphabeticalletters.Thus,foreigninvestorswillnolongerhavetochangeapreferrednamefortheircorporatebabyonlytofitintothetightshirtoftheVietnamesealphabet.

Thenewdecreeoffersglimpsesofamoreefficientandaccessiblebusinessregistrationprocessthroughtechnology.Itcontainsprovisionsforanationalenterpriseregistrationinformationsystem,comprisingofthenationalenterpriseregistrationinformationportalandthenationaldatabaseonenterpriseregistration.Viaanationalenterpriseregistrationinformationportal,investorswillbeabletoconductbusinessregistrationonline.Fromthenationaldatabaseonenterpriseregistration,forafee,enterpriseregistrationinformationwillalsobeobtainable(ahelpfulfeatureforduediligence).

Withthebirthofthenationalenterpriseregistrationinformationsystem,however,investorswillalsosoonberequiredtosearchnationwidetoavoidrepetitiveenterprisenames,ratherthanthepreviousprovince-levelsearchrequirement.Asof1January2011,anyproposednameidenticalto,orsimilarenoughtocauseconfusionwith,analreadyregisteredenterprisenameanywhereinVietnamwillberejected.Toavoiddisputesonenterprisenames,fromnow,investorshadbetterhavetheirproposednamecheckedcarefullybeforeapplyingforregistration.

Decree43becomeseffectiveon1June2010.ItremainstobeseenhowDecree43willbeimplemented.However,onecansaybythisnewlegislationVietnamistryingtoadapttomoreinvestor-friendlystandardsinbusinessregistration,tomakethecountrymoreattractiveandconvenienttoinvestors.Lesspaperbutmore

vietnam

enterprise registration in vietnam – new rules issued For

more international integration and national

systemization

On15April2010,theVietnameseGovernmentissuedDecreeNo.43/2010/ND-CPonenterpriseregistration(Decree43)replacingDecreeNo.88/2006/ND-CPdated29August2006.Decree43providesamoreinvestor-friendlyenterpriseregistrationprocedure,supplementstherulesfornamingcompanies,andlaysthefoundationsforabusinessregistrationdatabasethatwillbeaccessibleandconsistentnationwide.

Decree43halvestheturnaroundtimefromreceiptofapplicationtoissuanceofabusinessregistrationcertificatetofivebusinessdays.Thistimegaincomesfromtheeliminationofseparateprocedurestoobtainataxcode

developmentsorpubliccommentsthathaveamaterialimpactontheissuer.

Written by Ms Wong Joy Ling and Mr Nicholas Chang

MsWongJoyLing,ForeignCounselSeniorLegalAssociate(CorporatePractice)Ph:(65)6322-2234Fax:(65)6534-0833E-mail:wongjoyling@loopartners.com.sgandMrNicholasChangCorporateFinanceExecutivePh:(65)6322-2236Fax:(65)6534-0833E-mail:[email protected]&PartnersLLP88AmoyStreet,LevelThreeSingapore069907

Malaysiawillsoonhaveprivacy-specificlegislation,whichwillbethefirstintheASEANregion.TheLowerHouseandUpperHouseofParliamentpassedthePersonalDataProtectionBill2009(“PDPB”)on5April2010and4May2010respectively.FollowingRoyalAssentandgazetting,thePDPBwillcomeintoforce.A3-monthperiodafterthecomingintooperationofthePDPBisgranted,inorderfordatauserstocomply.

Atpresent,apartfromcertainsectoralsecrecyobligations,personaldataisonlyprotectedasconfidentialinformationthroughcontractualobligationsorthecommonlaw.ThekeyobjectiveofthePDPBistoregulatetheprocessingofpersonaldatainthecontextofcommercialtransactionsbydatausers,andtoprovideasafeguardfortheinterestsofdatasubjects.

Therearesevenprinciplesthatformthebasisofprotection:(1)processingofpersonaldatarequiresconsent;(2)personsmustbenotifiedregardingthepurposeforwhichpersonaldataiscollected;(3)nopersonaldatashallbedisclosedwithoutconsent;(4)practicalstepsmustbetaken

maLaysia

personal Data protection bill 2009



toprotectpersonaldatafromanyloss,misuse,modification,unauthorisedoraccidentalaccessordisclosure,alterationordestruction;(5)personaldatashallnotbekeptlongerthanisnecessaryforthefulfillmentofthepurposeforwhichitwasobtained;(6)reasonablestepsshallbetakentoensureaccuracyandtomaintainthedatacurrentforthepurposeitwascollectedfor;and(7)personsshallbegivenaccesstotheirpersonaldataandhavetherighttocorrectsuchdatawhereitisinaccurateorincomplete.

Severaladvisory,regulatoryandenforcementbodiesareenvisaged.InadditiontothePersonalDataProtectionCommissioner,thePersonalDataProtectionFund,thePersonalDataProtectionAdvisoryCommitteeandtheAppealTribunalwillalsobeestablished.

Whilethescope,rightsandobligationsprescribedbythePDPBwillbecomemoreclearlydefinedandalsoevolvethroughtheregulations,guidelines,codesofpracticeandcourtdecisions,organizationsmustnowbegintoexaminetheircurrentpolicies,processes,contractualrightsandobligationsandthirdpartynotificationswhichrelatetopersonaldata.

Written by Chew Kherk Ying, Partner Sonia Ong, IP Manager

Wong&PartnersSuite21.01,Level21TheGardensSouthTowerMidValleyCity,LingkaranSyedPutra59200KualaLumpur,MalaysiaTel:+60322987888Fax:[email protected]@wongpartners.com

andwouldusuallyinclude:(i)thecontractor’sname;(ii)thetypeofpermitgranted;(iii)validityperiodofpermit;(iv)rightsandobligationsoftheIUPholder;(v)detailsofthesite;and(vi)procedureforhandoverofthesite.Subjecttopriorapprovaloftherelevantauthorities,anIUPmaybetransferredtoanaffiliateinwhichtheinvestordirectlycontrolsatleast25percentofvotingrights.

Theworkingsiteislimitedtonotmorethan200,000hectaresfortheexplorationstageandnotmorethan10,000hectaresfortheexploitationstage.AnyIUPholderwhointendstoobtainanexploitationsiteexceeding10,000hectaresmustobtainthepriorwrittenapprovaloftheMinisterofEnergyandMineralResourcesorrelatedauthorizedgovernmentagenciesforthesiteplan.

AnIUPshallhavethefollowingperiodofvalidity:(i)tothreeyearsfortheexplorationperiodwhichmayberenewablefortwotermsofoneyeareach;(ii)feasibilitystudyperiodofuptotwoyearsfollowingexpiryoftheexplorationperiod;(iii)exploitationperiodofupto30yearsfollowingexpiryoftheexplorationperiodwhichmaybeextended.TheIUPholdermayapplytoextendtheexploitationperiodforanadditionalperiodnotexceeding20years.

Followingtherecent2010WorldGeothermalCongress,theGovernmentofIndonesiaisexpectedtoimplementsignificantmeasurestoensurethedevelopmentofgeothermalenergyasanenvironmentallyfriendlyrenewableenergysourceincludingtheprogressiveintroductionofincentivesaimedatattractingadditionalinvestmentsinIndonesia.

Written By Enrico Iskandar and Jeffry Latumahina

EnricoIskandarManagingPartner,BastamanEnricoE-mail:[email protected],BastamanEnricoE-mail:[email protected](AttorneysAtLaw)PlazaAsia,Zone12CJl.Jend.SudirmanKav.59Jakarta12190,IndonesiaTel:+(6221)51401380Fax:+(6221)51401379www.bastamanenrico.com

inDonesia

the Development of geothermal energy in indonesia – the way

Forward?

currentlyavailableinIndonesiaaswellastheworldatlarge,havingreachedastageofdevelopmentwheremostofthebenefitsanddrawbackshavebeenclearlyarticulatedandwidelyacknowledged.Inthiseraofrisingconcernoverenvironmentalandclimatechangeissuesduetocarbondioxideaccumulationsintheatmosphereandintheoceansanddecliningnon-renewableenergyresources,theuseofgeothermalasanalternativeenergysourceappearstohaveapromisingfuture.

Aclearindicationoftheshifttowardsgeothermalwasthesupportshownbynumerousstakeholdersattherecent2010WorldGeothermalCongressheldinBali,Indonesia.Thecongresswasattendedbykeymultinationalandlocalenergycompanies,internationalinstitutionsandfinancialorganizationsfromaroundtheworld,someofwhomwillbeinstrumentalinthedevelopmentofIndonesia’s256identifiedgeothermalsites,whichareanestimatedcombinedcapacityof27gigawatts.

Currently,LawNo.27of2003RegardingGeothermalAffairs(“GeothermalLaw”)regulatestheIndonesiangeothermalindustry.PursuanttotheGeothermalLaw,geothermaloperationalactivitiesconsistofpreliminarysurveys,exploration,feasibilitystudies,exploitation,andutilization.Therespectivecentralgovernmentand/orregionalgovernmentswillberesponsibleforpreliminarysurveysandmayalsoundertaketheexplorationphase.Oncereserveshavebeendiscovered,thegovernmentwillthenofferthegeothermalsitetocontractorsbywayofatender.Therisktocommercialinterestsareminimizedduetogovernmentparticipationintheexplorationphaseofthegeothermalprocessaswellasthefactthatallsunkcostswillbebornebythegovernmentifnoreservesarediscovered.

Explorationactivities,feasibilitystudiesandexploitationactivitiesmaybecarriedoutbyacontractorholdingaGeothermalMiningBusinessLicense(IzinUsahaPertambanganPanasBumior“IUP”).Contractorsmayalsoundertakeexplorationactivitiesifthegovernmentdecidesnottoparticipate.AnIUPwillbeissuedbytherelevantMinister,GovernororRegent/Mayor

Geothermalenergyisoneofthemostpromisingrenewableenergysources

26

FEaTuRE | IP rankings >>


“to be able to instruct someone who is a lawyer as well as an electronic engineer, scientist or biochemist is important. It means we are on the same page and it saves me money − I don’t have to send my engineers to train them up”

IP counsel Singapore



ALB’s leading IP firms: Asia

27



In a recent paper entitled ‘The Death of Big Law’, Professor Larry Ribstein from the University of Illinois argued that the business model on which large law firms have for so long built their fortunes is teetering on the

brink of collapse. With specific reference to large US law firms, Ribstein says that by increasing the leveraging of offices and lawyers and through diversification into new practice areas, large firms are creating a rod for their own backs. The more a firm leverages its reputation, the harder it becomes to ensure that the value of that reputation is maintained and enhanced.

For Ribstein, the future of the profession turns on a number of factors with boutique law firms or firms that specialise in only one area of practice. These firms, Ribstein contends, are in the best position to deal with the immense changes awaiting the legal profession. And while Ribstein predicts the rise of boutique law firms to take place somewhere in the future, a look at Asia’s IP legal services market demonstrates that these firms are already making their presence felt − challenging the full-service firms for market share, the biggest clients and the most lucrative of work.

Unsurprisingly, boutique law firms figure prominently in our annual Guide to Asia’s leading IP law firms, now in their third year. Where in-house lawyers, IP counsel and

larry Ribsteinuni of illinois


DONALDSON & BURKINSHAW Established 1874

DONALDSON & BURKINSHAW has one of the longest established and leading practices in Singapore in the field of Intellectual Property.

Our Intellectual Property Practice comprises highly qualified patent and trademark specialists, technical experts and professionals with impeccable academic credentials. With several decades of experience in providing a full range of IP services to multinational corporations and businesses, our professionals handle trade and service marks, patents and designs protection and enforcement litigation as well as complete management of IP portfolios, commercialisation and licensing of IP and technology rights.

Our key specialists:

featuredfirm

Tan Bok Hoay, Senior Partner e: [email protected]

Michael Kraal, Equity Partner e: [email protected]

Chiam E-Laine, Equity Partner e: [email protected]

Lee Shy Tsong, Equity Partner e: [email protected]

Koay Min Pin, Equity Partner e: [email protected]

Gooi Chi Duan, Equity Partnere: [email protected]

Michelle Ng, Equity Partner e: [email protected]

Tai Choon Fai, Partnere: [email protected]

24 Raffles Place, #15-00 Clifford Centre, Singapore 048621Tel: (65) 6533-9422 Fax: (65) 6533-7806, 6533-3590, 6534-3905, 6535-0809

Intellectual Property Practice Email: [email protected]

► CHInaFullservicepractices SpecialistIPfirms

Boss & young Beijing sanyou

fangda CCPIt

Hylands Jeekai & Partners

King & Wood Kangxin & Partners

zhongzi Law office Liu, shen & associates

► Hong KongFullservicepractices SpecialistIPfirms

deacons eccles & Lee

onC Lawyers rebecca Lo & Co

robin Bridge & John Liu solicitors

Vivien Chan & Co

Wilkinson & grist

► greater CHIna – InternatIonaL fIrMsBaker & McKenzie

Bird & Bird

Jones day

Lovells

rouse

28



“In my experience, smaller firms will never think twice about giving 110% in even the smallest or routine matters we give them”

IP counsel Taiwan

industry professionals once entrusted the management of their company’s IP portfolio to full-service law firms, they are now more willing than ever to look to firms who have chosen this practice area to be their sole focus.

In a warning shot towards larger firms in Asia, our respondents indicate that this predilection will become more prevalent in the years ahead. ALB analyses why Asia’s specialist IP firms are leading the pack and what full-service law firms must do to catch up.

A specialist’s market? A more commercial approach, greater industry knowledge and quicker turnaround were the most frequent reasons cited by respondents, for the use of specialist IP law firms over their full-service counterparts. “These are areas where smaller IP firms continue to excel,” said one Singapore-based IP counsel. “To be able to instruct someone who is a lawyer as well as an electronic engineer, scientist or biochemist is important. It means we are on the same page and it saves me money − I don’t have to send my engineers to train them up.”

Similarly, fee flexibility was noted as a strength, and one which has become more important than ever over the last 12 months. Specialist IP firms were, according to a number of respondents, more willing to look at capped fees, delayed or deferred payments and “provide advice that nine times out of

ten would appear on the bills of larger law firms,“ in the words of one in-house lawyer.

For some respondents, boutique and specialists were preferred to bigger firms because of their better attitudes. Here, respondents suggested that the relatively smaller fees generated by IP-related work meant that there was a tendency for some lawyers to invest less time in maintaining and cultivating relationships with clients. “In my experience, smaller firms will never think twice about giving 110% in even the smallest or routine matters we give them,” says one Taiwan-based IP counsel.

“This is certainly not the case with larger law firms I have used. Work will go through a hundred pairs of hands before someone even reads the brief.” Another in-house lawyer notes, “when general counsel are looking for outside counsel the first thing they should do is forget about giving big firms patent prosecution − or anything else where the fees are thin.”

► IndIaFullservicepractices SpecialistIPfirms

amarchand & Mangaldas

anand & anand

foxMandal Little Chandrakant M. Joshi Patent and trademark

remfry & sagar dePenning & dePenning

dP ahuja & Co

groser & groser

K&s Partners

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amroos & partners am Badar & partners

Biro oktroi & rooseno george Widjojo & partners

Hadiputranto, Hadinoto & Partners

rouse/suryomurcito & Co

Lubis santosa & Maulana

► JaPanFullservicepractices

SpecialistIPfirms

Internationalfirms

abe, Ikubo & Katayama

abe, Wada & Watanabe

finnegan Henderson

anderson Mori & tomotsune

nakamura & Partners

Lovells

Mori Hamada & Matsumoto

ohno & Partners

Morgan Lewis

tMI associates Morrison & foerster

http://www.pham.com.vn

29



http://www.amt-law.com

30



Creative use of legal technology was an area where boutique law firms were noted as having made “strong progress” over the last 12 months. Boutique firms are embracing internal software such as annuity agents, patent searching, docketing and proofreading tools more and “it’s showing in the calibre of their advice,” according to one patent counsel. They are also more willing to use technology as a tool to communicate with their clients more effectively and efficiently. “Our external firm provides us with access to an intranet through which I can access the status of a matter whenever I, or a member, of my department wants,” said a general counsel in Hong Kong. “It also reduces my legal costs and saves time.”

Big firms battle for relevancyDespite the inroads being made by Asia’s growing cache of specialist IP firms, to suggest that they have completely eclipsed their full-service

counterparts in all jurisdictions across Asia would be incorrect. In countries like Japan, China, Taiwan and Hong Kong, respondents located in bigger firms report they are holding their own, despite fierce competition. The reason is their ability to handle contentious work and the sheer size of their IP teams.

In-house lawyers and IP counsel in Japan and Taiwan suggested that larger domestic and international law firms were better placed to handle not only the litigation but also the day-to-day management of their IP portfolios than specialist law firms. In Hong Kong, respondents expressed the same views, although for them it was the larger firms’ ability to just “black and white IP issues” that put them on top.

“Firms that can handle more than just vanilla work is what we look for,” says one respondent. “We look for an ability to handle multi-jurisdictional work and a firm that has the resources to deal with the heavy-duty work,

Firm ProfileWong Jin Nee & Teo

WongJinNee&Teo(WJNT)isanIP&Technologyboutiquefirm,providingafullspectrum,integrated,high-quality,

proactiveandvalue-addedservicestoorganizationsintheircreation,clearance,protection,portfoliomanagement,enforcementandexploitationofIPandtechnology.

WJNTpridesitselfasafirmwhichstrivestobethebestserviceproviderinIPandtechnologyrelatedfieldstoitsmanyclients.Itendeavourstofirstunderstandtheclients’needs,goalsandcorporatepoliciesandthenformulateandprovideproactiveandcreativesolutionstoachievetheresultssoughtinthemostcost-effectivemanner.

WJNTisintheforefrontofbrandprotectionandanti-counterfeitingeffortsinMalaysia.Itassistsclientstodevelopauditplanstodeterminetheownership,scopeandstatusofIPR,coordinatetrademarkfilingandmanagingtheirtrade

markportfoliosworldwide.Inaddition,WJNTimplementsholisticandstrategicanti-piracy/anti-counterfeitingandotherbrandprotectionprograms.Ithasalsorepresentedmanyclientsbothmultinationalsandlocalcorporations,innumerouslitigationsinvolvingtrademarks,tradenames,copyrights,patents,industrialdesigns,confidentialinformationandotherintellectualpropertyissues.

WJNTisveryactiveinpublicpolicyandengagementworkincludinglobbyingforreformoflegislationandproceduralrequirementsforenhancementofIPRprotectioninMalaysia.ItalsoadvisesclientsonvariousaspectsofcommercialexploitationofIPRincludingmanufacturing,ICT,biotechnologyandlicenseandfranchiseagreements.Italsoassistsclientsinobtainingapprovalandregistrationoftheirfranchiseswiththerelevantauthority.

WJNThasextensiveexperienceinadvisingclientsinareasofcyberlaws,digital

integrityande-commerce,food,drugs,consumerprotection,advertising,mediaandentertainmentlaws.

CONTACTS Ms Jin Nee Wong – [email protected] Mr Bong Kwang Teo – [email protected] Address: 13A-5, Level 13A Menara Milenium 8, Jalan Damanlela Bukit Damansara 50490 Kuala Lumpur Malaysia Phone +603 2092 3322 Fax +603 2092 3366 Email: [email protected] Website: www.wjnt-law.com

30 asian Legal business issue 10.6

► PHILIPPInesFullservicepractices Specialistlawfirms

aCCra Law Bengzon negre Untalan

Castillo Laman tan Pantaleon & san Jose

Buyco Poblador & associates

romulo Mabanta Buenaventura sayoc & de los angeles

syCip salazar Hernandez & gatmaitan

► MaLaysIaFullservicepractices Specialistlawfirms

raja, darryl & Loh Bustaman

ramrais & Partners Miranda & samuel

shearn delamore Wong Jin nee & teo

skrine

► KoreaFullservicepractices Specialistlawfirms

Bae Kim & Lee Cho & Partners

Kim & Chang Kims & Lees

Lee & Ko yP Lee Mock & Partners

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Cho & Partners

Intellectual Property Attorneys Cho & Partners 6th and 13th Floors Ann Jay Tower 718-2 Yeoksam-dong, Kangnam-ku Seoul 135-080 South Korea Tel: +82 2 6207 6800 Fax: +82 2 6207 6801 Email: [email protected] Website: www.cholaw.com

Areas of practice

Trade mark and patent prosecution, Trade mark and patent disputes - legal and administrative, Domain name mediation and litigation, internet issues, Anticounterfeiting and enforcement, intellectual property, litigation, Technology counselling and management, Copyrights, Design rights, Unfair competition, Licensing and distribution.

Firm overview

The firm was established in 2002 by two senior members who decided to leave a large firm environment to create a more focused, efficient and responsive practice. Based on the reputation and capabilities of the founding members, as well as the established trust and loyalty with their clients, the firm was immediately active representing multi-national clients. The firm’s clients are among the most recognized names and leaders in various business sectors, such as software and technology, retailing, luxury goods and fashion, energy, etc.

Since its establishment, the firm has continued to grow, a result of the firm’s uncompromising emphasis on maintaining its reputation for the highest level of service, professionalism and integrity. This philosophy and commitment has been essential in developing and servicing the firm’s prestigious list of clients, whose needs are sophisticated and whose matters have global impact.

The firm is proud of its approach and reputation for nurturing very close and personal relationships with its clients, the foundation of the firm’s ability to know its clients and thereby serve their needs more effectively and efficiently. Intellectual property practice

The firm has a strong and diverse practice in all aspects of intellectual property. It is very active with both domestic and international prosecution practice in both trademarks and patents, as well as related disputes and administrative proceedings. Aside from prosecution matters, the firm and its members have become particularly well-known for its capabilities in the areas of litigation, anti-counterfeiting and internet related matters.

In the area of anti-counterfeiting and enforcement, the firm has developed a very strong reputation for its effective and creative programs in combating many difficult problems in Korea. The firm represents many brand owners and manages among the most active and effective anticounterfeiting and enforcement programs in the country.

The firm is also very active with domain name disputes, successfully reclaiming domain name registrations from cyber-squatters for trademark owners. Tae-Yeon Cho serves as outside counsel for the Internet Address Domain Name Dispute Resolution Committee, the government body that administers Korean domain name disputes. Another member of the firm, Ik Hyun Seo, serves as a panelist for WIPO. The firm’s litigation practice is particularly active. The firm has successfully obtained several landmark decisions for its clients and is at the forefront of new developments in Korea. Languages spoken: Korean, English and Japanese Number of lawyers: 12 Contacts: Tae-Yeon Cho, Ik-Hyun Seo

32



► sIngaPoreFullservicepractices Specialistlawfirms

allen & gledhill amica Law

atMd Bird & Bird donaldson & Burkinshaw

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ravindran associates

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formosa transnational deep & far

Lee and Li saint Island International Patent & Law office

tsar & tsai tIPLo

tsai, Lee & Chen

things like discovery in litigation and the IP issues that arise in the context of acquisitions, joint ventures and other big transactions.”

With the levels of IP litigation increasing among once litigation-shy Asian companies, larger IP practices are well positioned − especially given that many already act for the more litigious companies in Asia. These include Korean companies like Samsung and LG, Japanese heavyweights like Panasonic and Sony as well as Taiwan’s biggest − BenQ and Quanta. “With the amount of income that Asian companies derive from patent royalties increasing, there will be more patent litigation happening around Asia. To date it has been Japanese, Korean and Taiwanese companies that have been the most active, but Chinese and Indian companies will become larger players here over the next year or so,” said a Hong Kong-based general counsel, adding that many companies have

shown a preference for setting a US venue, giving US-based international firms with an Asian presence an advantage.

Here, the selection of the largest firms is considered the safest option. Another respondent says “in-house lawyers are now playing a more direct role in managing IP litigation. They have shown in the past that they prefer working with the most high-profile litigators in the region. At the moment, most of these are working for the largest law firms.”

The same respondent, a general counsel at a US electronics company based in Singapore, adds that in choosing a full-service law firm in this area, many general counsel are erring on the side of caution. “Some specialist and boutique practices do have the personalities and capacity to do this type of work, but many are still untested at this level.”

But just as in other areas of practice, while the largest companies will

http://www.drewnapier.com

33



http://www.ip.kimchang.com

34



invariably hire the largest law firms smaller companies, some of whom are engaged in just as complex and high-value IP litigation, are increasingly looking to smaller law firms. Their rationale here is that they would rather have the same firm deal with their patent prosecutions and any ensuing litigation. “It provides good continuity of service and it saves time and costs to use lawyers who know our portfolio inside out,” said one respondent.

Two-tier IP market?So is Asia’s IP legal services market a two-tier one, where specialist firms handle run-of-the mill work such as filings, patent prosecution and portfolio management and with bigger firms handling large IP litigation and the more commercial work in the area? While respondents to our survey agreed that Asia’s IP legal services market is more segmented than it ever has been, they also note that a coalescence of factors − including the

impact of the financial crisis − have made the industry more competitive.

But there is still widespread recognition that all firms, whether specialist or full-service, must improve their levels of service if they are to increase their market share. For larger firms, areas for improvement include leveraging the commercial nous from elsewhere in the firm − something mentioned often by respondents from mid-sized companies in the region. “When we hire a corporate firm, we want them to act less like our ‘external’ counsel and more like our internal IP counsel, “said one respondent.

Respondents note that this was a particular strength of specialist law firms, but the challenge for smaller firms was to increase their bandwidth. Here, in-house lawyers and IP counsel − while cognizant of the fact that “smaller firms generate smaller fees” − were nonetheless looking for them to invest in increasing their manpower.

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Baker & McKenzie rouse

tilleke & gibbins satyapon & Partners

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Bizconsult gintasset IP Law firm

Pham & associates Le & Le

tilleke & gibbins Winco

http://www.leeko.com

35



“In-house lawyers are not playing a more direct role in managing IP litigation. they have shown in the past that they prefer working with the most-high-profile litigators in the region. at the moment, most of these are working for the largest law firms”

General counsel, US electronics company Singapre

“We would use smaller firms across the board if we were convinced that they had the resources at hand to do everything,” said the legal head of an Indian IT company.

Just as the IP legal services market has undergone changes over the last 12 months, so too has the complexion of many in-house legal teams changed. While many of Asia’s companies have bolstered their legal resources at the disposal of their IP departments,

many of those are still headed by non-lawyers. The role that full-service and specialist law firms alike have to play here is critically important.

While having lawyers who have an intimate knowledge of the industry will remain a mainstay for delivery of legal services in the area, law firms that are able to demystify legal issues for clients will be best placed to increase their share of an area of practice that is growing exponentially. ALB

► asIa’s LeadIng IP LaW fIrMs

Patent slowdown? What patent slowdown? Filing numbers in Asia buck the global downturnInternational applications filed through the PCT system may have fallen by nearly 5% in 2009 but applications from China increased by more than 30%, according to figures released by the WIPO. Elsewhere in Asia, filings from Korea, Japan and Taiwan also increased. SIPO received more than 976,000 applications for patents last year, an increase of nearly 18% on 2008 figures. There were 877,611 Chinese applicants for patents, representing a 22% increase on 2008 numbers.SIPO granted more than 580,000 patents in 2009.

http://www.tsartsai.com.tw

pROFIlE | managing partner >>




It might just be a touch of that fabled Clayton Utz self-assurance, but David Fagan is feeling quietly optimistic. “We are very confident

about the firm. What we’ve seen is that the partner group has been very energised by what’s happened and is very focused on making sure the firm powers ahead,” he declares.

Confidence, of course, has always been key to the Clayton Utz persona. That is precisely why February’s raid by Allen & Overy created such a stir, prompting ironic suggestions that perhaps the hunter had finally become the hunted. But hearing Fagan’s relaxed commentary on the matter, one gets the impression that he is not feeling particularly vulnerable. “We wish the partners that have left all the best – they made a choice about the direction they want to pursue,” he says. “Frankly we’re not overly concerned by the way in which the resignations happened – better for it to happen quickly rather than to be drip-fed over weeks.”

Clayton Utz grew revenues by about 5% in 2009 to A$490m, but it has budgeted for a small decline for FY2010 to A$470m – a budget which has thus far remained largely on track. “The litigation and major projects group had a stellar year in FY2009,” says Fagan. “Litigation has been quieter over the last eight months but we predict that the group will be very busy over the

next six to eight months.” He says that the signs are also positive for transactional activity, although it is still too early to assess the true state of the market.

Hong kongMarch has brought the surprising announcement that Clayton Utz will be opening its first offshore office in Hong Kong. The two-partner office will be led by Glenn Haley, who most recently headed up Deacons’ Hong Kong construction practice, and Clayton Utz partner Colin Dodd, who has been based in Hong Kong for a number of years. The office will focus on construction and major projects and international dispute resolution, although expansion into other areas is not being ruled out.

The situation is not unlike the way Mallesons first entered the Asia market with the recruitment of local construction lawyers David Bateson and Paul Starr, who brought across their teams from Hong Kong firm Denton Hall & Burgin. Mallesons, however, arrived in Hong Kong in 1989, which raises the question of why Clayton Utz has waited 20 years to follow suit. Could this be a shift away from the traditional relationships-based strategy employed thus far?

Fagan says that it isn’t. “This move doesn’t derogate from what we’ve done with Lex Mundi or PRAC – it’s a logical

ClaytonUtzchiefexecutivepartnerDavidFaganhasneverbeenshortofawell-turnedphraseortwoonwhatmakestheindustrytick.HespeakswithALB’sRenuPrasadonwhatthefutureholdsforthefirm

extension of the construction and major projects work we’ve done in Asia,” he says. “We remain committed to our relationships with local Hong Kong firms. In fact, we expect there will be more opportunities to work with local firms in the region, as the result of our having a presence on the ground in Hong Kong.”

The firm signed off on the Hong Kong office last October after the opportunity presented itself to form an association with Glenn Haley. The decision was driven in part by the growing international focus of the construction and major projects practice. “No doubt in certain sectors clients are globalising and looking for more global solutions,” says Fagan. “Construction and major projects is an area where we do a lot of work internationally and it made sense to take that next step.”

Running a tight shipClayton Utz has traditionally had a highly profitable practice, with a margin which is understood to be about 47%. Fagan prefers not to comment directly on this figure, but says that an efficiently run firm should be able to maintain a margin of at least 45% in ordinary circumstances. Clayton Utz has been able to maintain its margins by generating strong revenue growth and reducing its fixed-cost base.

David Fagan, Clayton Utz

Frankly speaking…alb/aderant 2010 managing partnerS SerieS



allocate responsibility. We’ve found that’s been a motivator for a more team-oriented behaviour,” says Fagan.

Show me the moneyGiven increased revenues last financial year, some suggest that the firm’s salary freeze was an inappropriate response to the financial crisis. However, Fagan points out that the decision to implement the freeze was taken at a time when dire economic predictions were being made for FY2010.

“Obviously we know in hindsight that the outcome was far more benign than anticipated,” he says. “But if you were looking at it in March 2009 there was a high degree of concern as to where the economy was going. We were budgeting for lower revenue and increased competition, and the general view was that it was going to be a rocky road. I would defy anyone to look at that March 2009 period and say that they were prepared to predict the outcomes that did actually materialise.”

The point was driven home when he visited the US in February 2009. “A number of firms were talking about taking their cash account balances out of the major banks because they feared a collapse,” Fagan recalls. “Now if you’re in an environment like that, common sense dictates you take a prudent approach.”

Fagan says that the firm is conscious of the loyalty and support shown by its lawyers and staff and has announced a thawing of the salary freeze. “Our intention was always that salary freeze would only last for a year and in fact it will have lasted for less – a full three months head of the time we would normally do those reviews.” ALB

Some of the steps the firm has taken should prove instructive for others. Recent reforms to systems for collecting information on disbursement recovery are a case in point. “We realised our system to track disbursement recovery cost more than the amount actually recovered – so we negotiated the cancellation of different [software] licences to ensure that we didn’t incur that cost and we were able to pass that saving on to clients by not charging for certain disbursements,” says Fagan. Other measures including moving staff performance reviews and some training online, and the firm is always keeping an eye out for new ways to “re-engineer” processes.

“We have huge infrastructure in relation to email and document storage systems – should we move to more external Clayton Utz-hosted service providers such as Google mail?” asks Fagan hypothetically. “Obviously there are confidentiality and privilege issues, but over time you expect to see cheaper solutions and firms need to be looking constantly at these kinds of issues.”

As well as ensuring the firm runs efficiently, one of the biggest challenges of the CEP role is effective partner management. Fagan says the firm’s success and ability to remain competitive depends on it. “We have not allowed the fostering of any culture of entitlement within the partner group – partners are expected to perform and contribute like everyone else,” he says. “Our partners understand that over time, how they are rewarded must reflect what they put into the firm, not simply in dollar terms but in a holistic sense.”

And the rewards are there for partners who do perform. Despite a strong increase in revenue, the number of equity points on offer has remained steady in recent years and the firm is a supporter of the lock-step principle of sharing profit equally. “We like the concept of a lock-step and the teamwork between partners that this involves,” says Fagan. Half of the partnership is structured into what is referred to as “black box” teams, which report financially as a single group ranging from two to 15 partners in size.

“The partners in each group have a significant degree of autonomy as to how they manage their practice and

“We have not allowed the fostering of any culture of entitlement within the partner group – partners are expected to perform and contribute like everyone else. our partners understand that over time, how they are rewarded must reflect what they put into the firm, not simply in dollar terms but in a holistic sense ”

David Fagan Clayton Utz

► tIMe of transItIon• After nine years in the CEP role, Fagan will hand

over the reins to CEP-elect Darryl McDonough in July.

• Fagan will remain part of Clayton Utz after the handover, focussing on his banking and financial services practice.

• McDonough, currently a partner specialising in corporate and M&A, has been with the firm since 1993.

• The appointment to the CEP role will be for an initial term of three years.

http://www.aderant.com


alB spECIal REpORT | Malaysia 2010 >>

Malaysia 2010





WithcompetitioninMalaysia’sburgeoninglegalservicesmarketreachingunprecedentedlevels,lawfirmsarelookingoffshoreforgrowth.ALBreports.

Outward bound

As Malaysia enters the second half of 2010, the situation facing its burgeoning legal services market is not

dissimilar to that facing lawyers in other parts of the region. 2009 was a slow year by almost every measure. Capital markets activity was deflated, corporate transactions were few and far between and finding financing for those deals that did go ahead was likened to ‘finding a needle in a haystack.”

But the New Year brought with it new opportunities. Impressive 2009 gains saw the country cement its position as the region hub for Islamic finance, and the deals pipeline is once again flowing freely. So much so that a number of law firms ALB interviewed for this special report expect to register improved revenue and headcount growth. Yet while their short-term growth is assured by Malaysia’s domestic economic renaissance, law firms realise that in the long term they must look beyond the expansive Malay peninsula.

Exporting Islamic finance: a growth path for Malaysian law firmsIslamic finance, a staple of the Malaysian economy for much of the last decade, continues to keep law

firms busy. The last decade may, in the long run, be looked upon as the year when the country came into its own and truly cemented its position as the region’s hub of Islamic finance. It is the next decade – and the very real possibility that Malaysia may become the focal point of Islamic finance globally – that has lawyers in the country enthused.

Here, it is worth highlighting that in the first quarter of this year, Malaysia’s companies far outstripped their Gulf counterparts in sukuk issues claiming a market share of close to 60% (see box, p46).

Volume is of course important. But where Malaysia is really making inroads is in the complexity of deals that are coming out of the country. For example, last year, low-cost carrier AirAsia launched a US$336m Islamic French-Malaysian lease to finance eight new aircraft; a year earlier it issued US$158.5m in sukuk to finance its capital expenditures. Both deals are widely considered to be “ahead of their time” for Islamic finance industry.

This is not to mention two other deals that were also headline grabbers: Maxis US$3.3bn IPO and Safeena’s Shariah shipping investment – the latter being the first purchase and forward lease structure used by a

“exporting knowledge and know-how is an area where Malaysian law firms can – and have to do better”

Andri Aidham Kadir Andri & Associates

shipping fund. As Andri Aidham, a partner at Kadir Andri & Partners says, “if you look at the Islamic finance deals being done in the Malaysian market at the moment, you will see that the instruments and structures we are using are more dynamic and complex than anywhere in the world.”

Mohamed Rizda, founding partner of Mohamed Rizda & Co concurs with Andri when he says “Malaysia has the most advanced regulations in Islamic capital markets worldwide,” but Rizda, and others, do note that as far as the country has come over the last decade it still has much further to go. If it is to attain the status as an international hub for Islamic finance, it must first fulfill its obligations in its own backyard and play more of a leadership role regionally.

► MaLaysIa: nUMBer of LegaL PraCtItIonersYear Totalpractitioners2006 12,4432007 12,9162008 12,9062009 13,196

► CoMParIson of sIze of LaW PraCtICesYear Typeofpracticeandnumberoflawyers

Soleproprietors 2to5 6to10 11to20 21to30 >312006 2,896 2372 190 53 6 182007 2,891 2432 217 55 4 202008 2,804 2397 228 56 11 162009 2,867 2412 246 52 7 17

► MaLaysIa: Largest LaW fIrMs Rank Firm No.lawyers&partners Managingpartner(s) Totallawyers Totalpartners Offices1. Zaid Ibrahim & Co 117 Chew Seng Kok 77 40 122. SKRINE 93 Lee Tatt Boon 54 39 13. Shook Lin & Bok* 87 Too Hing Yeap 60 27 14. Shearn Delamore & Co 86 Wong Sai Fong 46 40 25. Zul Rafique & partners 76 Dato' Zulkifly Rafique 38 38 26. Lee Hishammuddin Allen & Gledhill 71 Muthanna Abdullah 49 22 37. Raja, Darryl & Loh 52 Dato’ Rajasekaran Murugaiah 35 17 18. Kadir Andri & Partners 48 Kadir Kassim 35 13 19. Wong & Partners*** 42 Brian Chia 32 10 110. Azmi & Associates 41 Azmi Mohd Ali 33 8 3

***Baker & McKenzie affiliate | *approx



According to Azmi Mohd Ali, managing partner of Azmi & Associates, this involves “widen[ing] the acceptability of Islamic finance internationally;” a process in which Malaysian lawyers, and their peers in the financial services industry, will need to play an important role.

Speaking to ALB earlier this year, Amir Fazael Zakaria, a senior counsel for AirAsia, said that Malaysian lawyers help push products in nascent Islamic finance markets, singling out Indonesia as the most obvious example. “Indonesia is a country with a population of almost 300 million, and is also untapped for Islamic finance. It is not just in terms of the aviation industry but for consumer banking. It’s why Malaysia continues to place itself as a hub. We have a head-start since we started taking baby-steps almost three decades ago.”

Some are looking even further south than the world’s most populous Muslin nation. Zaid Ibrahim’s recent announcement that it would enter Australia to service the country’s hitherto non-existent Islamic finance market – while seen by many as yet another futile attempt to revive its flagging domestic fortunes – is evidence of the opportunities on offer for Malaysian law firms involved with the propagation of Islamic finance across the region.

42

Azmi Modh Aliazmi & associates

“Exporting knowledge and know-how is an area where Malaysian law firms can – and have – to do better,” says Andri. “Indonesia and other countries in South-East Asia could benefit from our knowledge of how to structure Islamic finance deals, as well as from our knowledge of how to handle debt structuring and restructuring exercises.”

But the export of knowledge and know-how is not the only nexus through which Malaysian law firms can broaden their international horizons. The increasingly global outlook being adopted by the country’s corporate sector is also pushing the nation’s law firms into new areas of practice and jurisdictions.

Malaysian firms go internationalJust as the last 12 months have seen the country’s economy become more cosmopolitan and international in outlook, so too has Malaysia’s legal services market started to look offshore for growth. In fact, it can justifiably be stated that 2009 was a year like no other in this regard, with a number of law firms opening offices overseas, striking alliances or joining international legal associations.

Naqiz and Partners, for example, set up a two-partner/two-lawyer practice in Jakarta under the moniker Bastaman Enrico; Mohamed Rizda & Co embraced its membership of LawWorld, an independent international network of international law firms of which it is the exclusive Malaysian member; while Zaid Ibrahim announced that it would enter Australia in 2010.

Azmi was perhaps the most active on the international expansion front. Over the past 12 months the firm has launched a China desk, entered into a strategic alliance with PRC firm ZhongYin, will soon announce a similar arrange with a yet-to-be named Indonesian firm and is in the process of achieving regulatory approvals to open an office in Singapore. The firm has also brought two new foreign legal consultants on board: Michael Doyle (US-qualified) and Suhaimi Laziri

(Singapore). “Even from ancient times of international trade, going global will always catapult the economy towards greater prosperity. For law firms an international strategy is not only a matter of new sources of revenue, but also a matter of mutual learning of new skills and ways of thinking.”

For Syed Naqiz Shahabuddin, founding partner of Naqiz & Partners, an overseas office has allowed his firm to get a headstart on more established players in the cross-border market, while Rizda believes that his firm’s membership of WorldLaw allows it to handle work they might not otherwise have had. This is not to mention the firms that have international presences through different means, namely alliances and tie-ups with global law firms.

A new breed of Malaysian law firmDespite the international expansion of a number of players last year, those firms with a meaningful presence outside of the country remain firmly in the minority. While this has a lot to do with investment flows (Malaysian clients have been slower to go outbound than their counterparts in Singapore, PRC or Hong Kong), for others it is a function of an over-regulated legal services market.

“Until recently Malaysian law firms faced restrictions in terms of self-promotion and publicity. This cultivated a very old-fashioned approach to law and took things like international offices out of the picture,” says Andri. “This will change now,

► toP 10 gLoBaL IsLaMIC Bond IssUer ranKIngs: 2010 Q1

Pos. Issuer Dealvalue(US$m)

%share

1 danga Capital Bhd 612 34.7

2 dar al-arkan real estate development Co

446 25.3

3 Khazanah nasional Bhd 228 12.9

4 saudi Hollandi Bank 193 11.0

5 gamuda Bhd 97 5.5

6 Cagamas Bhd 94 5.3

7 Pt Perusahaan Listrik negara-PLn

32 1.8

8 sunrise Bhd 29 1.7

9 tradewinds Corp Bhd 15 0.9

10 aeon Co Ltd 9 0.5

Source: dealogic cont p50

“Indonesia is a country with a population of almost 300 million, and is also untapped for Islamic finance. It is not just in terms of the aviation industry but for consumer banking. It’s why Malaysia continues to place itself as a hub”

Amir Fazael Zakaria AirAsia

Mohamed Rizdamohamed rizda & co



Firm ProfileKadir Andri & Partners


Malaysia,straddledbytheStraitsofMalaccaandtheSouthChinaSea,hasanundeservedreputationforbeinga

transhipmentpointfornetworkssmugglingmaterialsfortheproliferationofWeaponsofMassDestruction(“WMD”).Theaccusationagainstthecountryisthatitslackofexportcontrollegislationencouragesroguenetworkstotransitillicitmaterialsthroughitsports.

TheMalaysianGovernmentrecentlytabledtheStrategicTradeBill2010(“theSTB”)attheDewanRakyat,theMalaysianequivalentoftheHouseofRepresentatives,wheretheSTBwaspassedon5.4.2010afteritsthirdreading.TheSTBwaspassedbytheSenateon26.4.2010andisexpectedtobegazettedintolawbythisyear.

TheproposedlegislationprovidescontrolsfortheexportandtranshipmentofstrategicitemsfromandthroughMalaysia.ProvisionsintheSTBseektoprohibit(1)theexport,transhipmentorbringingintransitthroughMalaysiaofstrategicitems;(2)theprovidingoftechnicalassistance(whichincludesinstructions,skills,training,theprovisionofworkingknowledgeandconsultingservices,andthetransferofblueprints,plans,diagrams,models,formulae,tables,designs,specifications,andmanuals)byanypersonfromwithinoroutsideMalaysiaforuseinconnectionwithanyactivitythatsupportsthedevelopment,production,handling,usage,maintenance,storageorproliferationofanyWMD;and(3)thebrokeringbyanypersonofstrategicitemsunlessthepersonisregisteredandholdsavalidpermitforthebrokeringofsuchstrategicitems.

‘StrategicItems’aredefinedbytheSTBasitemspublishedintheGovernmentGazetteandprescribedbytheMinisterforInternationalTradeandIndustry(“theMinister”)asstrategicitemsforpurposesoftheSTB.Thusatthisjuncture,priortothegazettingoftheSTB,itisnotasyetknownwhatitemsandorgoodswillqualifyas‘StrategicItems’withintheSTB.

ThepunishmentonconvictionofanoffenceundertheSTBissevere.Anyactdonebyanindividualwiththeintentionof

preventing the transhipment of strategic items: the malaysian strategic trade bill 2010

unlawfullyexportingandortranshippingstrategicitemsispunishablebydeathorlifeimprisonment,ifthesaidactresultsinthedeathofothers.AnactbyabodycorporateispunishablewithaminimumfineofRM30million.ThereisnomaximumfineprovidedintheSTB.

AStrategicTradeController(“theController”)willbeappointedbytheMinistertooverseetheimplementationoftheprovisionsoftheSTB,andwhosefunctionswillincludedealingwiththeregulationofstrategicitems,issuingpermits,issuingguidelinesfordealingwithapplicationsforpermits,registeringbrokers,andissuingdirectivesontheimplementationofexportscreeningprocesses.ThisisunlikethesystemcurrentlyinplaceintheUS,wherethecontrolsystemisadministeredbyamyriadofdepartments,licensingagenciesandenforcementagencieswithoverlappingandduplicativepowers,ratherthanasingleadministrativebody.Arelicofthecoldwar,theUScontrolsystemiscurrentlyundergoingreformandstreamlining.

TheSTBconferswiderangingpowerstoamongstotherscustomsofficers,policeofficersandofficersofthemaritimeenforcementagencytoenforceitsprovisions(“AuthorisedOfficers”).AuthorisedOfficershavethepowertostop,enter,board,inspectandsearchanyplace,premise,structure,vessel,train,vehicleandaircraft;thepowertorecallanyvessel,train,vehicleandaircraftthatdepartsfromanyportorplaceinMalaysia;tosearchwithoutwarrantanyplace,premise,vessel,train,vehicleandaircraftandseizeanycontainer,package,vessel,train,vehicle,aircraft,documentandcomputerizeddata;toarrestwithoutwarrantthosesuspectedofcommittingorhavingcommittedanoffenceundertheSTB;andtointerceptcommunicationsandtransmissions.TheSTBhoweverdoeslimitthesaidbroadpowerstosituationswherethepeace,goodorderornationalsecurityofMalaysiaisbeingcompromised.

TherearealsoprovisionsintheSTBthatallowtheMinistertodesignateanend-userasarestrictedend-useroraprohibitedend-user.Nostrategicitemsmaybeexported

ortranshippedtoadesignatedrestrictedend-userunlessaspecialpermithasbeenissuedforsuchpurpose.Nostrategicitemsmaybeexportedortranshippedatalltoadesignatedprohibitedend-user.Thelistofcountries,organizationsandorindividualswhowillbedesignatedasrestrictedend-usersorprohibitedend-usershasnotyetbeenpublishedbytheMinisterintheGovernmentGazette.

Interestingly,itisstipulatedintheSTBthatitshallhaveextraterritorialeffectandthatthecourtsofMalaysiawouldhaveextraterritorialjurisdictioninrespectofoffencescommittedundertheSTBbyanypersoninanyplaceoutsideMalaysia.Ithoweverremainstobeseenhowthiswillbegiveneffecttoinpractice.

Nahendran Navaratnam E: [email protected]

Amir Salleh E: [email protected]

Messrs Kadir, Andri & Partners 8th floor Menara Safuan, 80 Jalan Ampang, 50450 Kuala Lumpur, MALAYSIA. G: +603 2078 2888 F: +603 2078 8431 W: www.kaaplaw.com



getting to know azmi & associates

Azmi&AssociatesisaMalaysianfull-servicecorporatelawfirmwhosemainofficeisbasedintheheartofKualaLumpur’sGolden

Triangle,withotherofficescoveringtheeasternandsouthernregionsofMalaysia.Weactasacost-effectiveone-stopcentretoprovidelegalsupportforclients’corporateobjectives,fromconceptiontocompletionofwork.Throughoutourrapidgrowthoveradecadeofservice,Azmi&Associates’skillsandexpertiseextendbeyonddomesticcorporatedeals,tocross-borderones.

Azmi&Associates’foreignlegalconsultantsintheInternationalLawDivisionprovideadviceonforeignjurisdictions,includingtheUS,Thailand,SingaporeandHongKong.Thebroadareasoflawcoveredincludecompanylaw,landlaw,intellectual

property,bankingandcommercialdisputeresolution(includingarbitrationundertheauspicesoftheInternationalChamberofCommerce),competitionlaw,andregulatorycompliance(especiallyinthefinance,telecommunicationandmediaindustries).

BuildinguponourfamiliaritywithChinesecultureandwaysofdoingbusiness,Azmi&Associates’Chinadesk(http://chinadesk.azmilaw.com)focusesonprovidingcross-borderlegalservicestoclientsinChinese-speakingmarkets.TheteamoflawyerspossesseslanguagecapabilitiesencompassingMandarin,CantoneseandHokkien,asidefromEnglish.Azmi&Associates’ChinadeskalsodrawsupontheresourcesofZhongYinLawFirm.

ZhongYinLawFirmisourstrategicpartnerfortheChinese-speakingmarkets.

ItisoneofthetoptierfirmsinChina,withofficesinBeijing,Shanghai,Shenzhen,Hangzhou,Xiamen,Chengdu,GuiyangandNanning.ZhongYinLawFirmspecialisesinlawsrelatingtofinance,securitiesandinternationalbusiness.

Azmi&Associates’globalreachisfurtherenhancedbyourotherinternationalalliances.Azmi&AssociatesisanactivememberoftheTerraLexnetwork,comprising16,000lawyersacrossmorethan100jurisdictions.WearealsomembersofFirstLawInternational(basedinEurope)andHughFraserInternational(basedintheUnitedArabEmiratesandservingtheenergy,waterandenvironmentalservicesindustriesmainlyintheMiddleEastandNorthAfricaregion).

Weinvestsignificantlyincutting-edgetechnologicalinfrastructure,whichprovides




Firm ProfileAzmi & Associates


seamlesscollaborationacrossdistanceandtime-zonestogetyourdealdoneright.ThetechnologybehindAzmi&Associatesencompassesmobileinternetdevices,securedataback-up,organiseddocumentmanagementsoftware,accuratebillingsystems(toensurecost-effectivenessforourclients)andonlineaccesstocomprehensivelegalandmarketanalysisdata.

Suchinnovativeworkandresponsiveserviceofourcommerciallysavvylawyershavegarneredaccoladesandgainedglobalrecognitiononinternationallawdirectorylistingsandpublications,suchasAsianLegalBusiness,TheLegal500,ChambersGlobalandIFLR1000.AmongstourrecentachievementsincludebeinglistedasNo.1inthemergermarketLeagueTableofLegalAdvisorstoMalaysianMergersandAcquisitions,byvolumeofdeals,forthe

year2009andbeingnamedinAsianLegalBusiness(ALB)Fast30Listasoneofthefastest-growinglawfirmsinAsiain2009,forthesecondyearinarow.

Recognisingtheimportanceofasolidlegaleducation,Azmi&Associateshavetakenpositivestepstowardsprovidingthisopportunitytostudentsbywayofsponsoringthe“Azmi&AssociatesExcellenceAwardforBestThirdYearUnitedKingdomLawGraduate2009”ChallengeTrophyandtheTaylor’sLawSchool“Azmi&AssociatesPrizeforInternationalHumanRightsLaw”.WehavealsosignedamemorandumofunderstandingwiththeFacultyofLaw,NationalUniversityofMalaysiatoenhancelegaleducation.

Aglimpseofourpracticeareasrevealsthefollowing,amongotherareas:mergerandacquisition,reversetake-over,

foreigninvestment,venturecapital,jointventure,outsourcing,licensing,franchise,Islamicandconventionalbankingandfinancialservices,stockexchangelisting,securitiesissuance,employmentlaw,debtrestructuring,infrastructuredevelopment,realestate,construction,projectandutilities,projectfinance,litigation,alternativedisputeresolution,intellectualproperty,telecommunications,multimedia,biotechnologyandenergy,oilandgas.

You are welcome to discover more about us at our website, www.azmilaw.com. Give us a call or drop us an e-mail anytime – How may we be of service to you?

Azmi & Associates - Advocates & Solicitors 14th Floor, Menara Keck Seng, 203 Jalan Bukit Bintang, 55100 Kuala Lumpur, MALAYSIA E: [email protected] T: 00 603 2118 5000 | F: 00 603 2118 5111




ThedesiretocreateatopclassboutiquelawfirminspiredMohamedRidza,themanagingpartnertosetupMessrs.MohamedRidza&Co.inJune

2005.MohamedRidza&Co.oritsacronym“MRCO”isaleadinglegalfirmspecializinginCorporate,projectworkandfinancewithexpertiseinIslamicFinance.Thefirmhas4highlyqualifiedpartnersand13dedicatedstaffswhocanofferaseamlessserviceintheareasofBanking&Finance,CapitalMarkets,Construction,Corporate&Commerciallaw,ForeignInvestment,Mergers&Acquisitions,Oil&Gas,Privatisation,ProjectsandRealEstate.ItalsoboastsofhavingthelargestlegalteaminIslamicFinance.LocatedinKualaLumpur,thefirmhasrepresentedmanylocalandinternationalclientswhichincludegovernmentagencies,privateandpublicsectors.

MRCOisalsoamemberofLaWorld.LaWorldisanetworkofindependentlawfirmsrangingacrossseveralcontinentsglobally.Beingpartoftheinternationalnetwork,thefirmisabletoprovideup-to-datelegaladvicecoveringawiderangeofissues.LaWorldhasmemberfirmsfrom24countries,andMRCOistheonlymemberfirmfromMalaysia.ThisfirmhadbeenevaluatedforitseligibilitytojoinLaWorldbasedonitsprofessionalism,reputation,areasofoperationsandqualityofservice,tonamepartofthecriteriatobeingamemberofLaWorld.

TheFirmhasbeeninvolvedinsomeofMalaysia’slargestandmostcomplexcorporateandfinancingtransactionsinvolvingcorporateandcommerciallaw,mergersandacquisitionandfinancingofbothlocalandinternationalcompanies.Thefirmalsohasaverycloseworkingrelationshipwithmanylocalandinternationallybasedfinancialinstitutions,multinationalcorporationsandpubliclistedcompanies.

Amongthemajoraccomplishmentswhichthepartnershavedoneincludes:• AdvisingCitigroupintheRM1Billion

assetbackedsecuritizationbasedonIjarahinvolvingTelekomMalaysiaBerhad.

• DraftingandadvisingBruneiLNGwithrespecttoaBND100millionSukukAlIjarah

facilityinBruneiDarussalam.• DraftingandadvisingMetroIkram(Turkey)

withrespecttoaproposedUSD600millionSukukAlIjarahWaIntifa’facilityforthefinancingoftheconstructionof100,000homesinTurkey.

• DraftingandadvisingBankIslamMalaysiaBerhadwithrespecttoapproximatelyRM500millionIslamiccollateraliseddebtobligationsusingMudharabahnotes.

• DraftingandadvisingHSBCDubairelatingtoAmlakSukukCompanyInc.UnitedArabEmiratesontrustcertificate.

• DraftingandadvisingRHBSakuraMerchantBankersBerhadandvariousforeignandlocalunderwriterswithrespecttotheinternationalandlocalunderwritingandplacementagreementsinrelationtotheAirAsiaIPO.

• DraftingandadvisingTabungHajiPlantationsontheirlistingexerciseonthemainboardofBursaMalaysia.

• DraftingandadvisingCGGFranceontheirTechnicalServicesAgreement.

• DraftingandadvisingVICAT,Franceonvariouscorporatematters.

• AcquisitionofthesharesofPTAwairbyAirAsiaBerhad.

• AdvisingKuwaitFinanceHouse(Kuwait)inrelationtoUSD96millionMurabahahfacilitygrantedbyStandardCharteredSingaporetoBaitakAsianRealEstateFund1(Labuan)LimitedwithrespecttoKuwaitFinanceHouse(Kuwait)’sindirectinvestmentintheProjectPavilion.

• AdvisingKuwaitFinanceHouse(Kuwait)inrelationtoUSD105millionMurabahahfacilitygrantedbyStandardCharteredSingaporetoAl-Nibras2LimitedwithrespecttoKuwaitFinanceHouse(Kuwait)’sinvestmentinIskandarMalaysia.

• AdvisingAsianFinanceBank,IndonesiaandIndonesianBanksinUSD30.0MillionSyndicatedIjarahFinancingforPTIATIndonesia.

• AdvisingKuwaitFinanceHouseintheirrealestatetransactions,namelythePavilion,Oval,SunwaySouthQuayandBUDevelopment.

• Advised,negotiatedanddraftedvariousinfrastructureagreementsforTHTechnologiesSdnBhdwithrespecttovariousprojects.

• AdvisedacompanyonthelegalimplicationsoftransferringMalayReservedLandandBumiputralotstoapubliclistedcompany.

• AdvisingSPSetiaBerhadintheirvariouscorporatetransactions.

• AttendedtoapplicationstotheForeignInvestmentCommitteeforacquisitionoflandedassetsbyforeignindividualsandcompanies.

• Drafting,negotiatingandadvisingMaybanSecuritiesSdnBhdwithvariouspartiesinrelationincludingsharesaleagreementsandsettlementagreements.

• AdvisingvariousclientsonrequirementsandprovisionsforlistingonBursaMalaysia

• AdvisingKumpulanHartanahSelangorintheircorporatetransactions.

• DraftingandadvisingDRBHicomonvariouscorporatematters.

• AcquisitionofEATechniquesharesbySindoraBerhad.

• AdvisingTrenergyMalaysiaBerhadandTrenergyFPSOSdnBhdintheirvariousconsortiumandjointventureagreements.

• DraftingandadvisingPertaminaIndonesiawithrespecttotheUSD300millionIslamicMurabahahTradeFinancefacilitygrantedtoPertaminaIndonesia.

• AdvisingUEMwithrespecttoaRM200millionSukukAl-IjarahMasterProgrammetofinancethepurchaseoflandandconstructionthereonofitsheadquarters.

• AdvisingKuwaitFinanceHousewithrespecttoaFacilityofUSD250.0MillioninvestmentinNanhai,China.

• AdvisingAsianFinanceBankwithrespecttoUSD25MillionIstisna’IjarahFacilitygrantedtoQWEC.

• AdvisingKuwaitFinanceHousewithrespecttoaSyndicatedMusyarakahMutanaqisahFacilityofRM90.0MillionandSyndicatedMurabahahTawarruqFacilityofRM66,000,000.00grantedtoSunwaySouthQuaySdnBhd.

• AdvisingBankKerjasamaRakyatMalaysiaBerhadinthedraftingofthefinancingproducts(Murabahahmadani&template)andBBAVehiclefinancing.

• AdvisingEONBerhadinitscapitalreductionexercise.

• AdvisingaMiddleEastconsortiumin

mohamed ridza & co: a top-class boutique law firm



Firm ProfileMohamed Ridza & Co


MOHAMED RIDZA ABDUllAH ManagingPartner,KualaLumpurTel:+603-20924822Email:ridza@ridzalaw.com.myMohamedRidzagraduatedfromtheInternationalIslamicUniversityMalaysiawithaBachelorofLaws(FirstClassHonors)degreein1992andwasadmittedtopracticeinMalaysiain1993.Heisalsoa

graduateoftheInstituteofCharteredSecretariesandAdministrators(London),aFellowoftheInstituteofCharteredSecretariesandAdministrators,anAssociateMemberoftheCharteredInstituteofArbitrators.Ridzaalsositsasanindependentdirectorontheboardofseveralpubliccompaniesandalsotheirrespectiveauditcommittee.Hehasalsoco-authored2bookstitledthe“Law&PracticeofIslamicBanking&Finance”and“SukukIslamicCapitalMarketSeries”publishedbySweet&MaxwellAsia.Ridzawasnamedasoneoftheworld’sleadingIslamicfinancelawyersasvotedbyhispeersintheindustry.

HAFIDAH AMAN HASHIMPartner,KualaLumpurTel:+603-20924822Email:[email protected](Honours)fromtheUniversityofHull,UnitedKingdomandwasadmittedtopracticeinMalaysiain1995.HafidahadvisesonmattersrelatedtobothIslamicandconventional

bankingandfinanceandalsoadvisesforeignandlocalcompaniesinrespectofvariouscorporateandcommercialmattersincludingmergersandacquisitionsoflistedandnon-listedentities,listingsofpubliccompanies,jointventures,consortiumagreementsinvolvingforeignandmultinationalcompanies,leasingagreementsandconveyancingmatters.

SHARIFAH SHAFIkA AlSAgOFFPartner,KualaLumpurTel:+603-20924822Email:shafika.alsagoff@ridzalaw.com.myShafikagraduatedfromtheInternationalIslamicUniversity,MalaysiawithanL.L.B(Hons)in1993andwascalledtotheMalaysianBarin1994.

ShafikahasadvisedonawidevarietyofIslamicbanking,realestateandcorporatecommercialmattersandhascontributedarticlesrelatedtodevelopmentsinMalaysia’scapitalmarketsandIslamicbanking.

BeingtrainedinShari’ahaswellascommonlaw,ShafikahasadvisedclientsonvariousaspectsofIslamicbankingandfinanceutilizingvariousShari’ahconceptssuchasBai’BithamanAjil,Ijarah,Istis’na,MurabahahandtheissuanceofIslamicSecuritiesundertheShari’ahprinciplesofBai’BithamanAjil,IjarahandMurabahah.

MOHAMAD NAZRAN BASIRUNPartner,KualaLumpurTel:+603-20924822Email:[email protected](Honours)fromtheUniversityofNewcastleuponTyne,UnitedKingdomandwasadmittedtopracticeinMalaysiain1997.HewasalsoqualifiedasaTrustOfficer

byLabuanOffshoreFinancialServicesAuthority.Nazranadvisesforeignandlocalcompaniesinrespectofvariouscorporate

andcommercialmattersoflistedandnon-listedentities,includingmergersandacquisitions,listingsofpubliccompanies,jointventures.HealsoadvisesforeignandlocalcompaniesinmattersrelatingtooffshorebusinessactivitiesespeciallythroughLabuanwhichincludeadvisingclientsonthesettingupofpublicorprivatefunds,advisingonoffshoreleasing,offshoretrustsetc.

IskandarProject,Johor.• AdvisingPelaburanHartanahinthe

acquisitionofofficebuilding.• AdvisingLembagaTabungHajiinvarious

corporateacquisitions.• Advisingoilandgascompaniesinvarious

offshoreandonshoreoilandgascontractsincludingM&A.

• AdvisingseveralinstitutionsandbanksinfinancingwiththeGovernmentofMalaysia.

• AdvisingAmanahRayaBerhadinvariouscorporateexercises.

• AdvisingseveralventurecapitalcompaniesintheirM&Aexercise.

MRCOhasinitsfiveyearsofoperation,wonmanyaccoladesthroughitsdeterminationtoofferahighqualityservicewhichareup-to-date,accurateandtimely.Belowisalistofthemanyawardswhichthefirmhadwon:• OneofAsia’sLeadingLawyerbyIslamic

FinanceNewsinIslamicfinance.• AsialawLeadingLawyersintheareaof

Banking,CapitalMarkets,CorporateFinanceandIslamicFinance.

• FinalistforALBSEAsiaLawAwardsfor2006forMurabahahFacilityfortheamountofUSD96milliongrantedbyStandardCharteredSingaporetoBaitakAsianRealEstateFundI(Labuan)Limited.

• FinalistforALBSEAsiaLawAwardsfor2007forStructuredFinanceandSecuritisationDealoftheYearforSukukIjarahIssuancebyMenaraABS.

• LegaladvisertoNibras2fundforthemostinnovativeIslamicrealestatetransactioninIskandarMalaysiainvestmentduringLondonSummitSukukIslamicFinanceAwardsin2009.

• OneofthetopAsianlawfirms(ALB)inIslamicbanking&finance.

• NominatedasoneoftheoutstandingpractitionersintheWorld’sLeadingIslamicFinancePractitionersbyLegalMediaGroup’sGuide.

Mohamed Ridza & Co. 50-10-9, Level 10, Wisma UOA Damansara 50 Jalan Dungun, Damansara Heights 50490 Kuala Lumpur, Malaysia

mohamed ridza & co: a top-class boutique law firm




Jurisdiction ProfileLabuan IBFC

ThejurisdictionofLabuan,Malaysia’sInternationalBusinessandFinancialCentrelocatedinSabah,hassetitssightsonbecomingaleadingwealth

managementcentreforAsianinvestors.ToservetheburgeoningneedsoftheprivatebankingsectorsinAsiaPacific,Labuanhasre-drafteditstrustlawswhichwereenactedon11February2010.

Inthisarticle,MarkLea(PartnerofLea&WhiteandManagingDirectorofLea&WhiteInternationalAdvisersLimited)providessomehighlightsonthenewLabuantrustlaws.TheselawsweredraftedwiththeassistanceofLea&White,aleadingtrustlawspecialistintheregion.

CONTROl:RetentionofcontrolbyaSettlororProtectorisoneofthemostsoughtafterfeaturesintrustlaw,particularlyinAsia.TheLabuanTrustsAct(“LTA”)offersreservedpowerstoaSettlor,similartoJersey.

Also,similartotheBritishVirginIslandsSpecialTrustsAct(‘VISTA’),LTAincludesthe‘LabuanSpecialTrust’(LST)to‘enableatrustofcompanyshares’tobeestablishedunderwhich(a)thesharesmayberetainedindefinitely;(b)themanagementofthecompanymaybecarriedoutwithoutpowerofinterventionbythetrustees.

ComparedtoVISTA,LSTismorecontemporaryasthetrusteeisnotliableforlossesfromspeculativeorimprudentactivitiesofthecompany,anddespitethetrusttoretainthedesignatedshares,thetrusteehaspowertosellthemaswellasprotectionwhenexercisingthepower.

DURATION OF TRUST:Anothersoughtafterfeatureisforthetrusttoexistinperpetuity.Bermuda,Guernsey,Jersey,DubaiandnowLabuanallowsperpetualtrustsasadefaultprovision.Thereisflexibilityforafixedtermtrusttobeconvertedtoaperpetualtrustandviceversa;shortenorextendtheduration;andmakingthisretrospectiveforexistingtrusts.

UNENFORCEABlE FOREIgN ClAIM:ProtectionagainstaforeignlawclaimorenforcementofaforeignlawjudgementisprovidedforinLabuan,whichcomparesfavourablywithDubai,Bahamas,Bermuda,BVI,GuernseyandJerseyandtoalimitedextent,Singapore.

Labuan trusts act compared to provisions in other jurisdictions

TYPES OF TRUSTS:LabuanhasintroducedPurposeTruststhuscomparingfavourablywithCayman’sSTARTrusts,Guernsey,Dubai,BVI,Jersey,BermudaandMauritius.Ithasincludedthepromotionofart,science,religionanduniquetoLabuan,‘theadvancementofhumanrightsandfundamentalfreedom’.

TRUSTEES’ POWERS AND DUTIES:Inplaceofthe‘statutorydutyofcare’,Labuanhasthecommonlawstandardof‘theprudentman’test.IthasalsointroducedspecificprovisionsrelatingtoTrustees’powersininvestment,delegationandinsurancewhileLabuan’smodernstatementofTrustees’dutiescompareswellwithDubai.

CONFIDENTIAlITY:LabuanhasprovisionensuringconfidentialitybalancedagainstprovisionsrequiringTrusteestoprovideinformation.

PROTECTORS AND BENEFICIARIES:GoodmoderntrustlawprovidesforaProtectorasawatchdogfortheBeneficiariesandLabuancoversthesematters.

LabuancomparesfavourablywithGuernseyandDubaiwithitsprovisionsidentifyingBeneficiaries;powersofadditionandremovalorexclusionofBeneficiaries;disclaimerbyaBeneficiaryofhisinterestinwholeorpart;classclosingrules;anddeterminingthenatureofaBeneficiary’sinterestandwhetherornottheBeneficiarycandealwiththatinterest.

RIgHT TO INFORMATION:Labuan’sguidelinescoveringtherightforBeneficiaries,aSettlor,Protector,enforcerandfortheCourttoreceiveinformation,positionLabuanatthesamelevelasDubaiandMauritius. NATURE AND EXISTENCE OF A lABUAN TRUST:LTAdescribestheSettloraseithera“qualifiedperson”(anon-Malaysianresident)atthetimethetrustiscreated,or“resident”atthattimeprovidedthetrustpropertydoesnotincludeanyMalaysianproperty.Beneficiarieshavetobe“qualifiedpersons”atthetimethetrustiscreatedoratatimetheybecomeentitledtobebeneficiaries.

UnlikeGuernseywhichpermitstruststobecreatedorallyorbyconduct,aLabuanTrustmustbeinwritingandcanbebyunilateralDeclarationofTrustwhichneednotnamethe

Settlor.Thus,Labuanprovidestheclearestandmostuserfriendlyprovisionsintrustlaws.

THE PROPER lAW OF A lABUAN TRUST:ThelawgoverningaLabuantrustisthatchosenbytheSettlororimpliedinthetrust.Inthisrespect,LabuancomparessuitablywithDubai,theCaymanIslands,Bermuda,Guernsey,IsleofManandJersey.

MIgRATION OF A lABUAN TRUST:Labuan,likeDubai,hasprovidedfortheredomicilingoftrustsintoandfromtheoriginalterritorywithaconsequentchangeofproperlaw.

lETTER OF WISHES:AnunusualprovisionthatputsLabuaninapositivelightconcernsthelettersormemorandaofwishesgivenbytheSettlor,aBeneficiaryoramemberofaclassofBeneficiaries.

Marketing Office Labuan IBFC Inc. Sdn. Bhd. (817593D) Suite 2B-11-3, Level 11 Block 2B Plaza Sentral, Jalan Stesen Sentral, KL Sentral 50470 Kuala Lumpur, Malaysia. Tel: +6 03 2773 8977 Fax : +6 03 2780 2077 Email: [email protected] www.LabuanIBFC.my

Written by MARK LEA Lea & White International Advisers Limited 12/F HK Diamond Exchange Building 8-10 Duddell Street Central, Hong Kong Tel: 00 852 2528 2097 Fax: 00 852 2840 0480 email: [email protected]



49www.legalbusinessonline.com 49www.legalbusinessonline.com

Today’s uncertain times demand more efficient strategies to safeguard your assets and grow your wealth. Small wonder then that international companies and high net worth individuals are making tracks to Labuan International Business and Financial Centre. In barely 20 years, a multitude of companies, insurance entities and banks have been established here to enjoy our generous tax incentives, comparatively low costs of operations and one of the largest double taxation treaty networks in the region. Our clear laws provide superior protection and certainty, while new ones provide greater flexibility in the way you do business.For example, the types of trusts offered under our Trusts Act are as modern as they are ground-breaking:

The Labuan Special Trust is ideal for succession planning • among high net worth individuals and families as the trustee cannot interfere in the day to day running of the company.

Non-residents may place their Malaysian assets into • a Labuan trust while residents can set up a trust for their international or Malaysian assets on approval of the regulator, Labuan FSAThe types of trusts range from purpose trusts to • charitable ones.Assets and roles of trust protectors are legally protected • and clearly safeguarded by legislation.As an alternative, civil law-based Labuan Foundations • permit private estate planning and the establishment of charitable foundations.A trust need not be registered with the regulator but • a foundation must do so.

If you’re looking to store up wealth for yourself or your family, follow our treasure trail and squirrel away your assets in Labuan IBFC.

MARKETING OFFICE Labuan International Business & Financial Centre Incorporated Sdn Bhd (817593D) Suite 2B-11-03 Plaza Sentral, Jalan Stesen Sentral, KL Sentral, 50470 Kuala Lumpur, Malaysia. Tel: +603 2773 8977 Fax: +603 2780 2077

ConneCtedConvenientCost-effiCient

HOLDING COMPANIES. ISLAMIC FINANCE. INSURANCE AND CAPTIVE INSURANCE. FUND MANAGEMENT. PRIVATE WEALTH MANAGEMENT.

www.LabuanIBFC.my

Our innovative Trusts Act willstore up your wealth more wisely

PYGMY FLYING SQUIRRELthis squirrel, the smallest flying squirrel species, is found in the jungles of Borneo and Peninsular Malaysia, where they gather fruits, nuts and bird’s eggs.

Squirrel_AsianLegalBusiness_210x268.indd 1 5/25/10 10:22:20 AM

http://www.labuanibfc.my




naqiz & partners: malaysia’s unique boutique

Forafirmthathasonlyjustcelebrateditsfifthanniversary,Naqiz&Partnershasplentytoshowforitself.Asthefirm’sco-foundingandcurrent

managingpartner,SyedNaqizShahabuddinsomewhatfondlyrecalls,“Atthetimeoffounding,thefirmwascomprisedoftwolawyers[NaqizanddeputymanagingpartnerTanHonYik],amanager,anofficeandanemptyspaceandfourwalls.”

Thefirmnowboastssixpartners(theotherfourareKhairulIsmail,LimHongYeu,JeremiahGurusamyandEricChin)and15lawyers,anassociatedofficeinJakartawhichhousestwopartnersand3lawyersofitsown,andaportfolioofmarketleadingpracticesandclientswhichareundoubtedlytheenvyofmore-establishedplayersinthemarket.

Fromthesmallestofstart-upstoarguablyoneofthestrongestmid-sizedfirmsinMalaysia,Naqiz&Partners’risehasbeenameteoriconeandthereisplentymoretocomefromthisuniqueboutique.

Naqiz & Partners: A unique boutique Naqiz&PartnersstandsoutfromitsboutiquecounterpartsinMalaysiaforavarietyofreasons.Notonlydoesitspracticespantheentirespectrumofcorporatelaw,butitistheonlyboutiquefirminthecountrytohaveapresenceoutsidethecountrythroughitsassociatedofficeinJakarta.

Naqizsaysthatthisplacesthefirminauniquepositiontobeabletoassistclientsintheirtransactionsathomeandabroad.“Ourpracticeofferingisoneofthemostdiverseofanyfirmofoursize,”hesaid.“WedoeverythingfromcorporateandcommercialworktoIslamicbanking,M&A,capitalmarketsandIP,projectsandinfrastructure-andplentymoreinbetween.Ineachofourareasofpracticeweareratedhighlybypeersandclientsandarenotedforourworkon

themostcomplexofdeals.”Indeed,thecomplexityofdealshandled

byNaqiz&Partnersisadefiningfeatureofthefirm’spractice.Overthepasttwelvemonthsalone,ithasworkedonanumberofhighly-sophisticateddebtandequitymarkettransactionsaswellasstructuredprojectsandcross-bordertransactions.

“WemaybeoftenderagecomparedtosomeotherfirmsinMalaysia,butourpartnersandlawyersarelongonexperience,”notesTanHonYik,deputymanagingpartnerofthefirm.“Ourpartnersallhaveexperienceinsomeofthecountry’soldestandmost-respectedlawfirms…thisisvitallyimportantanddemonstratesthepedigreeofNaqiz&Partners;weareabletobringrealvaluetoourclientsbusinesses.”

The Naqiz & Partners competitive advantageWhenaskedwhatseparateshisfirmsfromothersoflikesizeintheMalaysianlegalservicesmarket,Naqizdoesnothesitateinsayingthatitisthediligencewithwhichheandhiswell-credentialedteamimmersethemselvesinthebusinessoftheirclients.

“WeliketothinkthatweworkharderthananylawfirminMalaysiaandontopofthisweareveryflexibleintermsofourapproachtofeesandthelevelsofpersonalserviceweofferclients,”hesaid.“Whatwedoisestablishlong-lastingrelationshipswithclientsthatextendbeyondjustonedealoroneproject.Wewillbetherewiththemthroughtheirupsanddowns.”

Thisflexibleapproachhaswonthefirmanumberofmandatesthatwouldhaveotherwisehavegonetothelargerplayersinthemarket,asmallselectionofwhicharenotedintheboxoutonpage51.

Southeast Asia footprintThefirm’spresenceinIndonesia,throughitstwopartner/3lawyermemberfirm,

Syed Naqiz Shahabuddin, co-founder and managing partner

Tan Hon Yik, deputy managing partner



Firm ProfileNaqiz & Partners


Naqiz & Partners PL01, Plaza Level, No. 45, Block A, Medan Setia 1, Plaza Damansara, Damansara Heights, 50490 Kuala Lumpur, Malaysia Tel: + (603) 2095 1188 | Fax: + (603) 2095 1186 www.naqiz.com

► naQIz & Partners: notaBLe transaCtIons

Debt Market• Advised Bank Muamalat Malaysia Berhad in

the issuance of RM370million Islamic MTN Programme for an offshore service provider

• Advised OSK Investment Bank Bhd on potential default and security arrangements in relation to bonds issued by Englotechs Bhd.

M&A• Acted for Mamee Double-Decker (M) Bhd in

its acquisition of a 60% stake in an Indonesian plantation company with over 10,000 hectares of oil palm plantation land

• Acting for clients on various listing exercises on the Bursa Malaysia main market and ACE market as well as listing exercise on AIMS

• Acting for and advising clients in relation to the acquisitions of assets and joint ventures in the mining, oil & gas, MLM and plantation industries in Indonesia

• Advising clients on various automotive transactions and joint ventures

• Acting for and advising public listed clients in relation to the disposal of manufacturing subsidiaries in China

IP• Advised Genting Bhd on UDRP proceedings in

relation to client’s claim over domain names gentingcasino.com and gentingpoker.com

IT• Advised a global Telco on outsourcing services

and acting on the launch of low-cost mobile cellular service

Projects• Advising a concessionaire company on the

development of a highway concession project • Advising several project companies in relation to

the development of hospitals and government campuses in Sabah & Sarawak

• Advising a public listed company on its documentation for its construction contracts including sub-contracts

RealEstate• Advising on several land development,

acquisitions and joint ventures in Malaysia including the acquisition of land banks in excess of USD200 million

Tax• Advised Allegemeines Treuumternehmen on the

establishment of private mutual funds in Labuan

naqiz & partners: malaysia’s unique boutiqueBastamanEnrico,meansthatNaqiz&Partnersisuniquelyplacedtoassistclientswhoarelookingtocapitaliseonever-increasingvolumesofinter-regionaltrade.

“Overthepastyear,wehaveseenMalaysiancompanieslooktoIndonesiawithincreasinginterest,”observesTan.“WeactforanumberofMalaysianminingplayers,internationalmultilevelmarketingcompanies,financialinstitutions,plantationcompaniesandTelcosintheirIndonesianinvestmentsandweexpecttoseenewentrantsthroughoutthecourseoftheyear.”Thefirmhasalreadyadvisedonanumberofcross-bordertransactionsbetweenthetwocountriesofwhichthemostnotablewasanacquisitionofa60%stakeinanIndonesianplantationcompanybyMameeDouble-Decker(M)Bhd.

Giventhepotentialformoreofthesame,itisnosurprisethatNaqiz&PartnersislookingtostrengthenitspresenceinJakartaintheimmediatefuture.“WewillcontinuetoinvestresourcesinourassociateofficeandcontinuetodowhatwecantoassistMalaysianandIndonesianclientswhoarekeentoinvestinbothcountriesandelsewhereintheregion.”

A specialist focus Notcontentwithitsimpressiveportfolioofmarket-leadingpractices,Naqiz&PartnersalsohasplanstobroadenandsharpenitscorporateofferinginMalaysia.Tansinglesoutfund&assetmanagement(wherethefirmisalreadynotedasoneofonlyahandfulofexpertsinunittrustinMalaysia),projects(wherethefirmenjoyssimilarlyglowingreferrals)andIslamicfinanceasfutureareasofdevelopment.

“Wehaveanextremelystrongtrackrecordintheseareas,butwefeelthereismuchmoreworktocomegivenhowquicklythesesectorsareexpectedtogrow,”saidTan.“OntheM&Aandprojectssideweseealotofhighprofileinfrastructureprojects

onthecards,capitalmarketsworkwillalsopickupnowthattheeconomiccrisishasliftedandtheTechnology,MediaandTelecommunicationssectorwillseenewactivityasMalaysiancompaniescontinuetolookoffshoreforgrowth.Inalloftheseareas,theFirmisalreadyconsideredmarketleadersandwearecommittedtodevelopingourcapabilitiestoassistourclients.”

Butdespitetheimpressivegrowththatsurelyawaitsthefirm,NaqizsaysthatthefirmwillnevergrowtoasizewhereitlosesthesupremelevelsofpersonalclientserviceforwhichithasbecomeknowninMalaysianandthroughouttheregion.

“Wedonotwanttogrowtoasizewhereweloseourpersonaltouchbecauseitisakeyelementofourfirm’sidentity,”Naqiznotes.

Bastaman Enrico (Attorneys At Law) Plaza Asia, Zone 12C Jl. Jend. Sudirman Kav. 59 Jakarta 12190, Indonesia Tel: +(62 21) 514 01 380 Fax: +(62 21) 514 01 379 www.bastamanenrico.com

Inassociationwith




Joseph & partners: your first port of call in malaysia

Forafirmthatwasonlyestablishedin2002,Joseph&PartnershasaprofileandclientlistthatistheenvyofmanylargerlawfirmsinMalaysia.Thistwo

partner/twolawyerboutiquepracticeboastsashippingpracticethatis‘marketleading’byeverymeasure.

Thefirmregularlyactsforahostofmultinationalanddomesticclientsincludingshipownersandcharterers,portoperatorsandfreightforwarders,hullandcargoinsurers,P&Iclubs,shipyards,banks,

shipyards,shipbuilders,marineengineeringfirmsandmanymore.Thefirmcountssomeoftheshippingindustry’slargestnames:COSCO,Petronas,TokioMarineaswellasblue-chipinternationalanddomesticbanksandinsurers:DBS,StandardChartered,GeneraliInsurance,IOIGroupandBankPembanguan,amongitsregularclients.

Thefirm’simpressiveclientlistismatchedonlybyitsexperienceandofferinginthearea.Joseph&Partnersiswidelyconsideredamongahandfulofeliteshippingfirmsin

Malaysiaandissingledoutasago-tofirmforalltypesofmaritimerelateddisputesandshiparrestcases.Joseph&Partnersalsohasstrongcredentialsinfraudulentbillofladings(atthemomentitisactingonamatterwhichispendingappealtotheFederalCourt-Malaysia’shighestcourt)andanequallystrongpedigreeinliens,towage,salvageandpilotage,collisions,marinesafetyandpollution,shipbuildingandsaleagreements,draftingofcontractsandotherdocumentationaswellasinjunctionsand



Firm ProfileJoseph & Partners


More than just shippingThefirm’simpressivecredentialsandexperienceextendfarbeyondshippingmatters.Joseph&Partnershasequallyasstrongcredentialsinaviationlaw,leisure&hospitality,insuranceandpropertylaw.

Inregardstoaviation,thefirmactsforahostofmajorindustryplayersincludingaviationinsurers,airlines,airportsandmanufacturersofaircraftandcomponentpartsaswellaircraftengineersonmattersrangingfromaviationrelatedproductliabilityandcontractlitigation.

Similarly,thefirmadvisesonthefullgamutofworkinleisure&hospitalityandpropertylaw.Thefirm’skeyclientsinthisspaceincludeahealthycross-sectionofmultinationalandlocalclientswhoitadvisesondisputes,franchiseandcontractmanagementaswellassaleandpurchasetransactions.

Withacomprehensiveacrossawiderangeofareasandagroupoflawyersboastinginexcessof25yearsexperienceintheirfieldsit’snotsurprisingtohearthatJoseph&Partnerswasextremelybusyduringthefinancialcrisis.

“Wehavebeenaspecialistpracticefromdayone.Ourfirmhasbeenbusy,particularlyoverthelastfewmonthsinshippingandinsurancecases,”saidJoseph.“Thishasbeenattributedlargelytotheseedswehavesowninthepastthathavestartedtobearfruittoday.”

Josephsaysthatthefirmwillemulatethisinthefuturebyplacingclientservicefrontandcentreofitsoperations.

“Webelieveinapplyinganeffectivemethodologythatultimatelydeliversresultsforourclients,”Josephsays.“Thiswedobyapplyingour‘communicative-attentive-responsible-empowering,orCAREphilosophyframework.“Thisframeworkhasallowedustobuildupasolidreputationwithintheindustryandhashelpedusretainclientsovertheyears.”

Joseph & partners: your first port of call in malaysiatheenforcementofforeignjudgmentsandarbitralawards.

Notcontentwithitsalreadymarket-leadingpositionintheindustry,thefirmplanstogrowitsfootprintintheshippingspaceintheshort-term,asitsfoundingpartner,JeremyM.Joseph,explains.

“Thereisplentyofscopeforustodevelopourshippingpracticeandfinetuneitevenmore,”hesaid.“Wehavebeenrecognisedasaleadingplayerinthemarket.Wejustplantokeepgettingbetteratwhatwedo.Ithinkwewilldowellforourselvesandmakeourmark.”

Joseph,whohasanexcellenttrackrecordforcontentiousshippingmatters,saidthatthefirmwillcontinuetogrowonthebackofgrowthofMalaysia’sshippingindustry,whichhenotesisstillinanascentstageofdevelopment.Hesaysthatalthoughthesectorwasnotimmunetotheeffectsoftheglobalfinancialcrisis,workhaspickedupstronglyintheareanotingthatimpendingreformstothecountry’smaritimelawswillonlyservetospeedupthesectorsrecovery.

“AsachairmanoftheShippingandAdmiraltyLawCommitteeoftheBarCouncilofMalaysia,Icantellyouthatweareveryseriousaboutpushingformaritimelawreform,”hesaid.“Rightnowweareworkingonestablishingadedicated‘AdmiraltyCourt’inMalaysia.”

TheestablishmentofanAdmiraltyCourtwillmeanthatallmaritimerelatedcaseswillbeheardinKualaLumpurbeforeaspecialistjudge.

Josephsaysthatboththecountry’sMinisterofTransportandtheChiefJusticehavegiventheirsupporttotheinitiativeandtheMinistryofTransportiscurrentlyworkingwiththeBarCounciltoprepareacabinetpaperandsecurethefundsneededfortheproject.

Ifthecourtisestablished,itwillofcoursebegoodnewsforlocalandforeignpartieswhowishtoresolvemaritimeconflictsinMalaysia.

► JosePH & Partners: QUICK faCts• Managing Partner: Jeremy M. Joseph• Established in 2002• Areas of practice include: shipping, insurance,

aviation, conveyancing and hospitality• Key clients include: COSCO; Petronas; Tokio Marine;

Hong Leong Assurance; Bank Pembangunan; IOI Group; DBS Bank; Generali Insurance; Standard Chartered Bank and many more

► Partner ProfILes: Jeremy M. Joseph, Founding partner• Advocate & Solicitor of the High Court of Malaya• Started career with Holman, Fenwick & Willan in

Singapore and also with JTJB• Regularly acts as counsel in various shipping and

insurance cases, some which of have become important case authorities and precedents in Malaysia.

• Currently advises ship-owners, P&I clubs, banks, charterers, insurers, hotel owners and operators, airlines and cargo carriers and other commercial parties

• Chairman of the Shipping and Admiralty Law Committee of the Bar Council of Malaysia

MelanieMishraPillai,partner• Head of the firm’s conveyancing department,

is noted a ‘go-to’ lawyer for complex property transactions

• In addition to handling all aspects of conveyancing, regularly acts on litigation, banking matters, accident cases, as well as criminal and non-contentious divorce matters.

Joseph & Partners: Contact details Suite J-7-2, Solaris Mont Kiara Jalan Solaris 50480 Kuala Lumpur, MALAYSIA Tel: +603 6203 7877 Fax: +603 6203 7876 Mobile: +6 012 395 5594 Email: [email protected] Web: www.jnplaw.my



but it will still require a big change in mindset… a more business-like approach.”

That the change in mindset that Andri speaks of is already occurring is evident not only in the recent outbound expansion by Malaysian law firms, but also in the success that smaller and less-established firms have had in reshaping the complexion of the country’s legal services market.

“There is a new breed of firm coming through in Malaysia at the moment,” observes Naqiz. “These firms are smaller and usually spin-offs from larger law firms, but what they lack in tradition they make up for in hard work and value-for-money.” Naqiz himself started his firm after stints at Skrine and Wong & Partners. “Smaller players are more aggressive and you won’t find us relying on the strength of our brand like some of the larger players do… ” The success that less-established law firms have had is perfectly evidenced by looking at

which firms landed mandates on the largest deals of the last 12 months. For instance, the Petronas Jumbo sukuk (Kadir Andir, Zul Rafique); Safeena First Investment (Azmi & Associates); Maxis IPO (Zul Rafique, Kadir Andri); Citigroup RM1bn Asset Securitisation (Mohamed Rizda & Co), are all conspicuous because of the lack of involvement by some of the country’s oldest and largest law firms.

And while the power and influence of some of Malaysia’s largest law firms has noticeably declined over the last decade, this should not detract from the feats of mid-tier firms in this period— a process which lawyers ALB interviewed noted will only deepen in the years ahead as the Malaysian legal services market continues to mature.

Dilution of affirmative action: the great leveler for legal services? Even though the Malaysian legal services market is already witnessing unprecedented levels of competitiveness, recently introduced

Malaysian lawyers have voted against a free-market system to regulate legal fees, choosing to keep current

rules dictating how much they can charge for legal services. This is despite continuing client demand for discounted legal fees, and the fact that lawyers could face disciplinary action for discounting or undercutting scale.

Malaysian lawyers are required to abide by the Solicitors Remuneration Order, which came into effect in 2006 to regulate the cost of non-contentious legal work. A proposal to abolish scale fees in preference for a free-market system was voted down at the Malaysian Bar Council’s annual

No discounts

general meeting in March, with an overwhelming 121 votes against, 10 for.

Managing partner of Lee Swee Seng & Co Lee Swee Seng proposed the motion, and said he was disappointed at the outcome but remains hopeful for change. “Lawyers by and large would like to tell the world that the SRO is being followed, while at the same time knowing that there is no way to enforce it. They have the liberty and the luxury to give discounts while there is no fire [on them], and they want to have the best of both worlds.”

The motion argued that the SRO was difficult to enforce because the pressure on firms to discount was too widespread; lawyers that don’t cut fees for clients are also likely to lose work to those that do; and clients will continue to demand discounts as they are not held accountable by the SRO. It suggested that instead, scale fees should be used only as a guideline, and that lawyers should not be accused of “unprofessional and improper conduct” by a disciplinary board for discounting by market demand.

According to a representative from the Malaysian Bar, the motion was voted down because lawyers feel that scale

fees are necessary for sufficient compensation. Lee, however, said that the meeting was over-represented by litigation lawyers who aren’t affected by the SRO as much as others, such as conveyancing lawyers. “Conveyancing lawyers aren’t likely to attend these meetings,” he said.

Former Bar Council president Ambiga Sreenevasan said that there is no way to monitor lawyers that undercut scale fees. “It’s down to the individual lawyer and some of them are spoiling [the system] for others [by discounting], so we should have a whistle-blowing system to report on those that do,” she said.

“There is a public interest element here – if lawyers are prepared to undercut we’re concerned that the quality of legal services will suffer.”

Discounting is not exclusive to the Malaysian experience – Asian firms are widely known for their competitive fees. But Lee said it should be the market dictating how much lawyers are paid. “I think in all fairness that it’s the public that needs protection from overcharging,” he said. ALB

From p46

socio-political changes are also likely to increase the competition between law firms. Earlier this year, the country’s Prime Minister Datuk Seri Najib Razak announced that the affirmative action policies which had hitherto informed almost all aspects of life in Malaysia would be augmented to become “more market friendly.”

Under these plans, the government will liberalise 27 service sub-sectors and dilute the requirement that the country’s indigenous people, bumiputra, hold at least a 30% share in corporate equity. And although the twin raison d’etre of the reforms are to encourage foreign investment into Malaysia’s tourism, legal and financial services sectors and wean the country off its dependence on royalties accrued from its oil reserves, it is also expected to change the way government – and government-linked companies –

Datuk Seri Najib Razakmalaysia pm

lee Swee SengLee swee seng & co



procure legal services.Azmi believes that while the

Malaysian legal services market remains a “know-who” one, the dilution of affirmative action may contribute to a more equal playing field. He says that it will “dispel complacency and encourage fair competition in the legal services market.”

Where these changes will have the most salient short-term impact may be in relation to panel legal work. At present, many of the country’s largest users of legal services have strict requirements regarding the composition of their panel firms in place, with a high number insisting that bumiputra lawyers hold upwards of 35% equity in their respective firms. Here, dilution of affirmative action could see firms without a large bumiputra contingent benefit.

But lawyers that ALB spoke to still question whether there will be any tangible gain here. They said that having bumiputra firms on the panel was mere “window dressing”,

“there is a new breed of firm coming through in Malaysia at the moment. these firms are smaller and usually spin-offs from larger law firms, but what they lack in tradition they make up in hard work and value for money”

Syed Naqiz ShahabuddinNaqiz & Partners

questioning the extent to which bumiputra firms benefited under these policies in the first place.

“My firm has been placed on the panel of many banks as we are 100% Bumiputra. But we do not get the work we ask for,” said one lawyer, who did not want to be named.

“It is, in fact, even more depressing that once the firm has been placed on the panel, we are never to act against them, in other words, we can’t represent another party. So, it is better for most firms to stay [off] the bank panel. For instance, if we did their debt collection cases, they squeeze the legal fees until we would only survive if we did bulk work.”

Sentiments like this, which are quite widespread, indicate that it may take some time before the full effects of the dilution and affirmative action begin to manifest. In addition, as Azmi points out, it may take even longer to before politically connected law firms no longer enjoy favoritism and compete on a pure merit basis. ALB

Firm ProfileSKRINE


TheMalaysianCompetitionAct2010waspassedbyParliamenton6May2010,amonthafteritwasfirsttabledattheHouseofRepresentatives.

ThespeedatwhichitwaspassedsurprisedmanysinceittooktheBill17longyearstoreachParliament,butreflectstheMalaysiangovernment’sconcerninprovidingmoreprotectiontoconsumers.TheActseekstopromoteandprotecttheprocessofcompetitionbychangingthebehaviourofbusinesses.ThegovernmenthasannouncedthattheActislikelytobeimplementedbymid-2011.

Itprohibitsanti-competitiveagreementsbetweenenterprisesandabuseofdominance.Anyentitythatcarriesoncommercialactivitiesrelatingtogoodsorserviceswillbecaught.Agreementsbetweenenterprisesareprohibitediftheyhavetheobjectoreffectofsignificantlypreventing,restrictingordistortingcompetitioninanymarket.Enterpriseswhichareinadominantpositionareprohibitedfromengaginginconductamountingtoabuseofthatdominance.Unlikemanyotherjurisdictions,theActdoes

the malaysian competition act 2010: changed or be changed

nothavemergercontrolprovisions.TheActhasextraterritorialeffect.

CommercialactivitiestransactedoutsideMalaysiawillbecaughtiftheyhaveaneffectoncompetitioninMalaysia.Enterpriseswhicharefoundtohaveinfringedanyoftheprohibitionsmaybeliabletoamaximumfinancialpenaltyof10%oftheirworldwideturnoverfortheperiodofinfringement.

TheMalaysianCompetitionCommissionwillbeestablishedtoenforcetheAct.TheCommissionisgivenconsiderablepowersofinvestigationandenforcement.Itmayalsoprovideindividualandblockexemptionsforcertaintypesofagreements.InterferencewiththeCommission’spowersisanoffence.Non-compliancewiththeActwillaffectnotonlyenterprisesbuttheirdirectors,managementandemployeestoo.Directors,CEOs,managersandcompanysecretariesmaybepersonallyliablefortheircompanies’offences.Enterprisesarealsoexposedtocivilliabilityasmembersofthepublicwhosufferedlossordamageasaresultofaninfringementhavearightofprivateactionincourt.

Aleniencyprogramandstepped-reductioninpenaltiesarealsoprovidedintheAct.Whistleblowingisencouraged-threatsandreprisalsagainstwhistleblowersareanoffence.

Malaysia’snewcompetitionlawbringsusintandemwithourASEANneighboursandotherdevelopednations.Itis“game-changing”.TherewillbenoturningbackoncetheActisimplemented.ItwillnolongerbebusinessasusualforMalaysianenterprises.Theywilleitherhavetochangeorbechanged.

Faizah Jamaludin, Head of Competition Law Practice Group SKRINE Unit No.50-8-1, 8th Floor, Wisma UOA Damansara 50 Jalan Dungun, 50490 Kuala Lumpu. Tel: +603 2081 2999 ext 749 Email : [email protected]

FEaTuRE | interview >>


GCL-Poly: Powerful adviceThroughaseriesoflandmarktransactionsinrecentyears,GCL-Polyhasbecomeoneofthelargestplayersintheworld’ssolarpowerindustry.ALBfindsouthowthein-houselegalteamhastransformeditselfintoavital,value-addingpartofthebusiness

As China leads the world in developing and investing in clean-energy technologies to curb carbon emissions, Hong

Kong-listed GCL-Poly Energy Holdings has established itself as one of the top green energy operators in the country. It is one of the leading polysilicon and wafer suppliers in the world, and consequently the company’s in-house legal department has expanded and evolved as the company has grown.

Starting with one person in 2001, the in-house team now consists of 15 lawyers located across the Shanghai, Suzhou and Hong Kong offices, handling the legal affairs and managing risks for a company that owns 21 subsidiaries and associated power plants, a solar farm and several polysilicon and wafer facilities. The legal team was selected as a finalist for the Foreign Company In-House Team of the Year Award at the recent ALB China Law Awards, recognised for being a first-class advisor to its company and the significant progress the team has made over recent years.

Susan Wu, the company’s chief legal officer for the power sector, is the founding member of GCL-Poly’s in-house team. Previously with a Shanghai law firm, she joined as the company’s first in-house lawyer in 2001 and helped build the in-house team to its current capacity. Wu sees a correlation between her team’s success and the senior management’s respect for the rule of law.

“The CEO and senior management team’s commitment to integrity and legal compliance forms a foundation for the in-house legal team to excel,” says Wu. “The team’s legal understanding,

business acumen and depth and strength of technical expertise, in turn, are the key factors determining success.”

Many obstacles and challenges exist on the road to success. Wu believes her team’s main challenge lies in achieving the right balance between safeguarding the company’s legal compliance measures and proactively supporting business growth. “For a dynamic company like GCL-Poly, we are constantly seizing exciting opportunities for growth. Naturally one must be alert [to the fact] every potentially rewarding project comes with commensurate risks,” she says. “We work closely with our company’s management, and other functional departments to formulate appropriate business strategy, and assist them in achieving and executing new business goals.”

To reach the right balance, Wu believes in-house counsel must strive to be value-adding members of the management team, as opposed to constantly raising obstacles. “In-house counsel, with their particular knowledge of the industry in which their company is engaged in, must be more innovative than external counsel. They should be more able to devise viable solutions for potential projects to move ahead and become successful business units,” she says.

landmark transactions Since its inception, GCL-Poly’s in-house team has been involved in a diverse range of projects and investments, supporting the company to expand its green energy portfolio across cogeneration, biomass, incineration, wind and solar power sectors. “The

in-houSe perSpective

► gCL-PoLy deaL HIgHLIgHts Date Deal Value Firmsinvolved11/2007 IPO and

listing on HKEx

US$152m Grandall (Beijing), Coudert Brothers (in association with Orrick, Herrington & Sutcliffe), Conyers Dill & Pearman, Clifford Chance and Commerce & Finance Law Offices

7/2009 Acquisition of 100% equity interest in Jiangsu Zhongneng

US$3.4bn Allen & Overy, Conyers Dill & Pearman, Freshfields, Grandall (Beijing), Hogan & Hartson, Milbank Tweed, Paul Hastings and Ropes & Gray

8/2009 Placement of 1.3 billion new shares

US$471m undisc.

12/2009 CIC investment in GCL-Poly

US$709m Freshfields, Richard Butler in association with Reed Smith

3/2010 Acquisition of controlling stake in Konca Solar

US$125m Freshfields, Grandall (Beijing), Jingtian & Gongcheng

in-house team has always had a strong and close working relationship with the investment department, and has developed a wealth of expertise in legal issues relating to all aspects of the company’s business,” says Wu.

The past four years, in particular, have seen the team playing an instrumental role in the company’s milestone developments. These include its IPO on the HKSE in November 2007, and the US$3.4bn acquisition of Jiangsu Zhongneng Polysilicon Technology Development in July 2009. “The 2007 IPO marked a significant milestone in the life of GCL-Poly, and it served as a passage for the in-house legal team to reach a higher level of maturity,” says Wu.

“The IPO process has really tested our team’s abilities, but we’ve gained a tremendous amount of first-hand knowledge and experience on a wide array of issues and listing-related matters through working on the deal from the very beginning.”

FEaTuRE | interview >>

57www.legalbusinessonline.com 57

“the team's legal understanding, business acumen and depth and strength of technical expertise, in turn, are the key factors determining success"

Susan Wu GCL-Poly

In the 20 months leading up to the IPO launch the in-house team was extremely busy, working closely with the internal IPO execution team and 15 external advisors and intermediate institutions. These included the PRC, Cayman Islands, Hong Kong and international legal counsel, financial advisors and underwriters, all finding solutions for many complicated issues during the preparation process. The in-house team played an important role in managing the data room, coordinating due diligence, restructuring, obtaining regulatory approvals, drafting the IPO's legal structure, negotiating listing plans and timetable, pre-IPO financing, as well as answering questions raised by all concerned parties and regulators and reviewing and finalising the prospectus.

“It’s a transformational process. Having been through the challenges and pressures during the IPO process, most of the projects and matters now seem easy to us,” says Wu. “In addition, as the company becomes a public company, it is paying increasing attention to related-party transactions, corporate governance, procedure and compliance, and disclosure issues. As a result, the in-house legal function’s importance within the company has been further elevated.”

Last July, GCL-Poly’s US$3.4bn acquisition of Jiangsu Zhongneng opened another exciting chapter for the company’s growth. Upon completion, GCL-Poly became China’s largest – and one of the world’s leading –polysilicon producers. It was the in-house team which coordinated a large number of law firms and ensured the successful completion of this highly complex deal involving 30 parties. It was also the largest M&A deal seen in Asia in 2009, and was awarded “M&A Deal of the Year” at the ALB China Law Awards 2010 held recently.

Other major transactions that the in-house team assisted the company to complete have included the US$760m investment by China Investment Corporation at the end of 2009 and GCL-Poly’s acquisition of a controlling stake in Konca Solar this year.

Strong team leadership GCL-Poly’s flotation and strategic shift towards the solar power business means the in-house legal support

must be strong and diverse. Thus, immediately after the 2009 acquisition, the company appointed Tong Kay Tak Tom as its vice president and general counsel in Hong Kong.

Tong, a practising solicitor in Hong Kong, was director and vice president in charge of legal affairs of Jiangsu Zongneng before he joined GCL-Poly. He brings extensive experience of international corporate and capital markets practice to the in-house legal department, and is joined by another in-house counsel in Hong Kong.

As the solar power unit becomes a dominant part of the company’s business, GCL-Poly recently also named longstanding in-house counsel Dai Mengyang as director of the legal department. Dai, who joined in 2003, will oversee all legal matters for this new but rapidly expanding business unit. Currently he leads eight in-house legal staff working in Suzhou, while Wu and three other members of the in-house department in Shanghai focus on the provision of legal advice and services to the company’s power sector.

While continuing to provide excellent support for the power sector, GCL-Poly’s newly expanded in-house legal team can also now provide full support and advice on the company’s new projects and investments in photovoltaic material production and other solar energy projects, both at home and abroad.

team’s responsibility. Wu says that the department enlists the services of external counsel in three main instances: for transactions in which legal opinions issued by law firms are required, to handle issues and matters that are outside of the in-house team’s expertise, and for complex projects and transactions that require extra resources and manpower.

In addition, the department calls on a large number of regional and local firms across the country for subsidiary-related work. In the past year, the type of work for which GCL-Poly’s in-house team mostly used external counsel was M&A transactions. The team has worked with Jun He’s Shanghai office, Grandall (Beijing), Zhejiang Sunshine, Hong Kong’s Gordon Ng & Co, international firms Milbank Tweed, Hogan & Hartson and Freshfields and offshore firm Conyers Dill & Pearman.

When choosing which firm to engage as external counsel, “expertise in

Wu anticipates continued growth and new challenges in the legal department in the coming years. “Our legal function will have to keep pace with the growth of our company and changing regulatory requirements. As the company expands its business globally, we’ll need to gain knowledge of the relevant law and regulations in overseas jurisdictions in which our company operates,” she says.

leveraging external expertise Like most other in-house departments, GCL-Poly’s legal department needs to use outside firms for support in certain circumstances, and managing external counsels naturally forms part of the

specific areas” is the top criteria cited by Wu. “For most day-to-day legal matters, external lawyers cannot match the in-house team in terms of understanding of the issues and speed of response,” she explains. “However, we do value external counsels’ extensive expertise and knowledge in many other areas of the law. Their logistics, know-how, precedents and experience in solving similar legal issues are invaluable to us. The in-house counsels are there to identify and leverage these advantages and design innovative structures and solutions. Fee levels are of a lesser concern when we select external counsel. What we value most is expertise, expertise and expertise.” ALB

58

FEaTuRE | building & construction >>


ActivityacrossAsia’sbuildingandconstructingsectorsmayhaveslowedconsiderablyduring2009,buttheinnateresilienceofthesector’smajorplayerscoupledwithgovernmentstimulushasseenprojectsanddealsreboundstronglyin1H2010

Building and construction activity may have stalled, or in some cases come to a complete halt as a result of the financial

crisis, but government stimulus coupled with the innate resilience of many of the sector’s major players ensured that the ‘GFC-effect’ was relatively short-lived, for those involved in this sector in Asia. The number of high-value, high-profile projects completed, commenced or re-commenced over the last 12 months has reinforced the region’s status as one of the industry’s hottest destinations. It is this work on offer, plus the promise of much more to come over the next decade, that has building and construction lawyers already planning for the growth of their practices.

The gFC-effectAt the height of the financial crisis, many in the industry predicted the inevitable downfall of major industry players. But for a variety of reasons, this has not occurred. Financing was, of course, still hard to come by – evidenced by the number of projects put on hold or stalled last year. Yet when compared to this sector in the US and Europe, Asia has much to look forward to. Paul Wong, a partner with Rodyk & Davidson in Singapore, says that the low levels of attrition in the industry are indicative of the innate strength of the building and construction sector in Asia. This is a strength which in no small part it owes to the troubles encountered during the Asian financial crisis, which decimated the region at the turn of the last century.

“The real turning point for the building and construction industry and for contractors in particular was the Asian financial crisis. [The sector] underwent drastic changes which

The Middle East: Next battleground for Asia’s building companies

59



saw the weaker players weeded out,” he says. “Only those with the financial stamina to weather the economic storm remained and came into the most recent crisis in a very healthy state.”

Helen Yeo, managing partner of Rodyk & Davidson, adds that the ‘healthy state’ of the industry coming out of the Asian financial crisis has insulated it somewhat from the harshest impacts of the recent downturn. “Prior to the recession, construction companies were working through a period of prosperity and when the crisis hit, it was met with a controlled and calm response… the fact that it did not last as long as people had expected also helped,” she said.

If the strength of Asia’s building and construction sector going into the crisis has assisted in keeping projects going during the GFC, then regulatory changes and government-backed stimulus have undoubtedly also played a role. In regard to the latter, governments across the region moved to stave off domestic economic crises by pumping a collective total of US$40bn into, inter alia, infrastructure, energy and natural resources projects over the past 12 months.

Similarly, legislative changes in jurisdictions such as Singapore have made it easier for contractors arguably the most exposed to economic downturns, to collect payment. “In Hong Kong we are now in the early stages of a decade of government stimulus and procurement,” says Vincent Connor, the Asia managing partner of Pinsent Masons. “Private sector infrastructure work definitely slowed down during the very worst of the financial crisis. For example, Macau casino projects were put on hold but things never came to a complete halt. Now we have started to see projects in Hong Kong and Macau, both in the private and public sector, come on stream. We have at least four or five years of solid work still ahead of us,” he adds.

But even though the impact of the financial crisis on Asia’s building and

“Prior to the recession, construction companies were working through a period of prosperity and when the crisis hit, it was met with a controlled and calm response”

Helen Yeo Rodyk & Davidson

construction industry has been minimal when compared to the US, Western Europe and even the Middle East, the complexion of the industry, client demands and its major actors have changed drastically.

What clients wantWhat clients in the building and construction industry are demanding of their external lawyers is not inherently different from what clients in other sectors want: greater flexibility in fees, faster turnaround time in advice and more commercially savvy counsel. But while these constants remain unchanged as a result of the financial crisis, just how lawyers are being expected to prove their value has changed.

The crisis has put the onus on the region’s building and construction lawyers to take a more specialised approach. Here, lawyers note the increasing importance of understanding procurement routes and the technical demands of projects, and having knowledge of the scope of negotiations with local regulators on deals are key. The fact that most of the region’s projects are still being put out to tender seems to suggest that few law firms have been able to develop this suite of skills to most clients’ satisfaction.

But these developments run parallel with clients’ demands that lawyers be more involved in projects. The lawyers interviewed said they are now more likely to be engaged as ‘project counsel’ rather than just brought in to advise on one part of a deal.

“The demands we see clients making now are not necessarily a direct result of the financial crisis, but more about clients focusing more closely on risk management for the entire duration of their projects,” says Wong. “They are looking to ensure that legal issues are dealt with at each stage of projects, rather than have things end with long, protracted and costly disputes.”

Asia’s construction heavyweights go internationalOne of the most salient trends seen in Asia’s building and construction industry over the past 12 months has been the increasing international activity of Chinese construction companies. Not simply satisfied with handling mega-projects on the

Vincent Connorpinsent masons

Helen Yeorodyk & Davidson


Withtheglobalfinancialcrisis(GFC)wellandtrulybehindit,Singapore’sbuilding&constructionindustryhas

seenimpressivelevelsofactivityinthefirsthalfofthisyearandtheoutlookfortheremainderof2010isjustasrosy.Rodyk&Davidson’sconstructiongrouphasbeenheavilyinvolvedintheindustry’spost-financialcrisisrenaissanceandisideallyplacedtoassistdevelopers,constructioncompanies;governmentbodies,contractorsandsubcontractorsmanagetheirprojectsintheLionCityandacrosstheAsiapacificregion.

All-round expertiseBoastingadedicatedteamof15lawyersandfivepartners,Rodyk&Davidson’sconstructionpracticeisnotonlyoneofthelargestinSingapore,butalsooneofthemostexperienced.Thefirm’sconstructiongroupwhichadvisesonthefull-spectrumofworkhasbeenacoreareaofthefirmsince2002,whenthehistoricmergerwithHelenYeo&Partners,ledbyRodyk’scurrentManagingPartnerbroughtinamongother

strengths,strong,highlyacclaimedrealestatedevelopmentandconstructionpractices.Atthefrontend,thefirmadvisesonandreviewstenderdocumentsaswellasthedraftingofpre-bidandjointventureagreements.Rodyk&Davidson’slawyersareoftencalledontoassistconstructionprofessionalstoadaptandchangestandardformssuchastheSIAandCIBDstandardformcontractstodealwiththelatestdevelopmentsinthelaw,aswellasadvisingondraftingorreviewingagreementsforconsultantsandprojectmanagers.Atthecontractadministrationstage,thefirmadvisesonissuesarisinginthecourseofconstructionsuchastheissuanceofpaymentcertificates,liquidateddamagesfordelayandextensionoftime,construction-relatedinsuranceissuesandissuesarisingfrominsolvencyofcontractorsandowners.

“Ourgroup’sexperienceisextremelywide-rangingandoneofthemostcomprehensiveinSingapore,”saidPaulWong,apartnerinRodyk&Davidson’sConstructionGroup.“Thefivepartnersbringtheirextensiveexperiencetobearoneachofthemattersweworkonandareablyassistedbyotherlawyersfrom

breaking new ground in singapore:rodyk & Davidson’s building & construction practice

withinthegroupandacrossourfirm.”ButifRodyk&Davidson’sexperienceat

thefront-endoftheconstructionprocessisimpressive,thenitscredentialsattheback-endarejustasnotable.Here,thefirm’sconstructiongroup,whichboastsacollectionofrenownedcommerciallitigatorsandSeniorCounselPhilipJeyaretnam,regularlyactsoncommerciallitigation,arbitrations,mediationsandotherdisputeresolutionproceedingsthatariseintheconstructionindustry.Thefirmhasactedondisputesarisingfrominternationalconstructionprojectsincludingjointventuresandinvestmentissues,disputesbetweenmaincontractorsandsubcontractorsandalsodisputesinvolvingspecialistengineeringandarchitecturalissuessuchassoilmechanics,soilsettlementandcomplexindustrialstructures.

Strong back-end credentialsWong,whoactedwithPhilipJeyaretnamforNishimatsuConstructionononeofSingapore’smosthigh-profileconstructiondisputes—thecollapseofNicollHighway—saidtheconstructionteam’sgroundingincommerciallitigationandcontentiousworkgivesthema

(l-R) Rodney keong, Paul Wong, Philip Jeyaratnam SC, lawrence Teh, ling Tien Wah

Firm ProfileRodyk & Davidson LLP


► aLL roUnd exPertIse: rodyK & daVIdson’s ConstrUCtIon CredentIaLs

PPP:• Acted as the Singapore legal counsel for the

Singapore Ministry of Education, which launched a PPP project for the construction, operation and maintenance of five schools using the PPP procurement method

• Acted as Singapore legal counsel for the Singapore Management University in respect of a PPP project for the construction, operation and maintenance of student accommodation using PPP procurement method

• Acted as Singapore legal counsel for bidders in respect of the Singapore Sports Hub PPP project

Projects&ProjectManagement:• Advising on the building of the new Khoo Teck

Puat Hospital (est. project value S$450m), from project inception, including documentation for selection of project managers, consultants, contractors and subcontractors, and management of project risks

• Advising on the building of the Republic Polytechnic campus (est. project value S$350m), from project inception, including documentation for selection of project managers, consultants, contractors and subcontractors, and management of project risks.

• Advising major Singapore shipyard-contractor on the development of an oil rig (central processing platform, Living quarters platform, Wellhead platform) under Engineering, Procurement, Construction (EPC) type contract in an offshore area developed jointly by 2 foreign governments.

Disputes:• Acted for Boustead as developer and main

contractor in relation to long-term sand supply agreements affected by the Indonesian sand export ban, achieving a successful outcome by mediation after issue of proceedings.

• Acted for Nishimatsu Construction in the collapse of Nicoll Highway, resulting from tunnelling works for the construction of the Circle Line mass rapid transit. This remains the largest construction accident in Singapore’s history.

• Acted for owner in arbitration against designer and builder of a cement silo in Singapore which suffered catastrophic damage arising from design and building errors

• Acted for a major US chemical industry MNC in a claim against its Japanese contractor for process defects in its Singapore plant

• Acted in a Singapore arbitration between bored piling contractor and main contractor of one of the contracts for the construction of the Singapore MRT Circle Line;

• Acted in an arbitration between specialist subcontractor and main contractor on sand compaction for land reclamation.

uniqueunderstandingoftheindustryandsetsthemapartfromothersinSingapore.

“WhatRodyk&Davidson’sconstructiongroupoffersisunique.Ourfivepartnersareallexperiencedcommerciallitigatorswhoknowtheindustry,”Wongsaid.“Whenourclientsgointoaprojecttheyknowtheywillgetexpertadviceontheentirerangeofissues,notjustpureconstructionadvice.Ourcommerciallitigatorsareexpertsininsolvency,banking,andinsuranceandregulatoryissuesinadditiontobeingveryknowledgeableaboutconstruction.”

Andhavingpartnerswhoarejustaswell-versedincontentiousmatterspresentatthestartofprojectscouldn’tbemoreimportantintheconstructionindustrywherethereisalsoahighchanceofprojectsfallingintodispute.

“Ourteamworkshardwithclientsatthecommencementofprojectsnotjusttoaccuratelyreflectthetermsrequiredtomanagetheconstructionprocessefficientlybutalsotoensureeffectivedisputeavoidance,”saidWong.“Ofcourse,onecan’talwaysguaranteethatdisputeswillnotoccurintheconstructionindustry,butifdisputesdooccurclientscanrestassuredknowingthatwehavetheskillsandexperiencetobeabletohandlethem.”

Industry focusWhilebeingabletoassistclientsatthefrontandbackendareessentialskillsintherepertoireofeveryconstructionlawyer,itistheirlevelofcommercialsavvy,technicalknowledgeandindustryexperiencethatseparatesthe‘good’practicesfromthe‘leading’ones.Rodyk&Davidson’sconstructiongroupmostcertainlyfallsintothelattercategory-somethingperfectlyevidencedbytheteam’simpressivedeallistwhichincludesmandatesonsomeoftheLionCity’smostcomplexandhigh-profiledeals.

Forinstance,thefirmwascounseltotheSingaporeMinistryofEducationinits‘FiveSchools’PPPproject.ItisadvisingontheconstructionofthenewKhooTeckPuatPrivateHospitalaswellasthebuildingoftheRepublicPolytechnicCampusinadditiontoadvisingnumerousconstructioncompaniesandcontractorsontheextensionofSingapore’sMassRapidTransit(MRT)system.

“Wedon’tjusthaveapracticethatdoesconstruction,”saidWong.“Wearean

breaking new ground in singapore:rodyk & Davidson’s building & construction practice

Rodyk & Davidson LLP 80 Raffles Place #33-00 UOB Plaza 1 Singapore 048624 Telephone +65 6225 2626 Facsimile +65 6225 1838 Email [email protected]

industry-focusedpractice.Ourlawyersareabletounpickandhandlethemostcomplexofissuesintheconstructionindustryquicklyandeffectivelyandhavingactedforsomeofthelargestprivateandgovernment-linkedstakeholdersinthesectormeanswehaveaverycloseanddetailedunderstandingofthecommercial,strategicandeconomicissuesaffectingtheindustry.”

Building for the futureNotcontentwithitsalreadyhigh-profileintheconstructionspace,Rodyk&Davidsonplanstodeepenthebreadthandexpertiseofitspracticeintheimmediatefuture.PaulWongsaysthisinvolvesfurtheraligningthefirm’sconstructionpracticemorecloselywithitsaward-winningRealEstatepracticeaswellasbetterleveragingthefirm’sinternationalarbitrationexperience.AsWongpointsout,“WithSingaporefastbecomingahubforinternationalarbitration,constructionisfertilegroundforarbitrationwork.InadditionwehaveaverystrongprojectfinancepracticeandweareabletoofferthisexpertisethroughouttheASEANregiontohelpclients.”

TrainingisalwaysapriorityatRodyk,andWongsayspartofstrengtheningthedepthofitspractice,isthefirm’scontinuousinvestmentinitsyounglawyerstoenablethemtospecializeinthefrontandback-endwork:“ThiswillensurethatwecontinuetohavetheresourcestoworkonthelargestprojectsbothinSingaporeandinternationally,”Wongsaid.ItisnowonderthatRodyk,Singapore’soldestlawfirmandoneofthelargestwith150lawyersisexcitedaboutcelebratingits150thyearin2011.

Rodyk,aleadingSingaporelawfirmwithanactiveregionalpracticeandanofficeinShanghai,celebratesits150thanniversaryin2011,acenturyandahalfofpracticaladviceandeffectiverepresentationatthecommercialcrossroadsofAsia.

62



mainland, companies like China Railway Group, China Railway Construction Corporation and China State Construction Engineering Corporation have significantly expanded their global credentials by beating their more experienced and established European counterparts to mandates, on some of the world’s largest construction projects.

A quick glance at the latest statistics from the Engineering News-Record (ENR) shows 50 Chinese companies made it into the 2009 Top 225 International Contractors ranking. Their total revenue from overseas markets reached US$43.2bn in 2008 – a stunning 90% year-on-year growth rate. For example, China Railway Group −the world’s second-largest construction contractor by total contracting revenue and one of China’s top ten international contractors − has seen 128% growth in its overseas revenues for the first half of 2009 (US$1bn). Some of the bids it won last year included building roads in Fiji, Ethiopia, Ghana and Gabon, and railway restoration projects in Venezuela.

“Chinese construction companies are fast-becoming a force to be reckoned

with internationally,” says Connor. “They are bidding against and winning projects from companies with deeper roots in the industry and this is a trend which will only continue in the years ahead.” But Connor does concede that Chinese companies face stern tests from East and South Asian rivals. This battle is perhaps most evident in the Middle East, where Korean contractors are currently ahead. Here, companies like SK Engineering & Construction have cast a conspicuous shadow over the region’s construction and contracting markets, by winning rights to build oil refineries, petrochemical plants and nuclear power stations.

“The current Korean success in the GCC is the result of more than 30 years of effort,” says Richard Lee, who specialises in Middle East work for Bae Kim & Lee. “Korean contractors have been working towards this moment since the 1970s when they first started to win major civil engineering projects in the region.” And even though Lee admits Chinese companies are catching up, he says that “the Chinese

Richard leebae kim & Lee

► toP 10 CHInese ContraCtors – totaL ContraCtIng reVenUe ENRrank

Company Headquarters 2008revenue(US$m)total

Newcontractsin2008(US$m)

2 China Railway Group Beijing 34,548 62,7314 China Railway Construction Corporation Beijing 32,417 54,1116 China State Construction Engineering Corporation Beijing 27,659 57,1047 China Communications Construction Group Beijing 25,966 40,7079 China Metallurgical Group Corporation Beijing 23,314 30,97329 Shanghai Construction (Group) General Corporation Shanghai 10,062 10,02431 Sinohydro Corporation Beijing 8,923 14,14132 Zhonghao Overseas Construction Engineering Co Beijing 7,671 21,09448 Dongfang Electric Corporation Chengdu 5,111 11,14255 China National Chemical Engineering Group

CorporationBeijing 4,399 7,810

Source: ENR’s 2009 Top 225 Global Contractors

► toP 10 CHInese ContraCtor – InternatIonaL ContraCtIng reVenUe ENRrank

Company Headquarters 2008revenue(US$m)international

2008revenue(US$m)total

14 Zhonghao Overseas Construction Engineering Co.

Beijing 7,671 7,671

17 China Communications Construction Group Beijing 5,859 25,96625 China State Construction Engineering


28 China National Machinery Industry Corporation

Beijing 3,081 3,858

51 China Railway Construction Corporation Beijing 1,957 32,41756 Sinohydro Corporation Beijing 1,804 8,92359 CITIC Construction Beijing 1,621 1,67261 China Metallurgical Group Corporation Beijing 1,373 23,31462 China Railway Group Beijing 1,338 34,54872 China Civil Engineering Construction


Source: ENR’s 2009 Top 225 International contractors

63



market with a frequency never seen before. “International contractors are winning rather large packages in Hong Kong and this is very significant,” says Connor. “If we take a step back 12 months, these jobs would have been snapped up by old local players so it is definitely interesting to see new blood in the sector. It is a win-win situation: it creates local jobs and also fills capacity gaps in terms of what local contractors could do and the requirements of projects.”

These seemingly contrasting trends underline the dynamism of Asia’s building and construction markets and highlight the opportunities on offer for law firms. As Rodyk’s Paul Wong points out, “this is a very good time for firms to build up their practices in this area. With all of the planned development in the pipeline, you can clearly see the prospects of growth for at least the next five years.” ALB

“Chinese construction companies are fast-becoming a force to be reckoned with internationally. they are bidding against and winning projects from companies with deeper roots in the industry and this is a trend which will only continue in the years ahead”

Vincent Connor Pinsent Masons

Paul Wongrodyk & Davidson

will take a lot less time to do the same thing.” Others suggest that the fact that Chinese companies are yet to prove their credentials in the region means this may not happen either as quickly or in the form that many are expecting.

Woo Sang-Ryong, the president of GS Engineering & Construction in the Gulf, explains further. “The problem [with Chinese and Indian EPC contractors] at the moment is with quality and project management capabilities,” he says. “You need to understand that with Middle Eastern clients it is not just about money, it is about value for money.”

Woo says that in their eagerness to catch up with more established players in the Gulf, Chinese EPC contractors may well partner with Japanese, US and European EPC contractors, who have the core technology and pre-qualifications for things such as process plant contracts.

Hong Kong provides an interesting contrast to the situation above where here, lawyers observe that the reverse is occurring; international contractors are entering the domestic

http://www.a-star.edu.sg/careers


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 - May 21, 2010)League Table of Legal Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2010 - May 21, 2010)

6-May-10 Hua Xia Bank Company Limited (27.15% stake)

Concord & Partners Deutsche Bank SA; Shougang Group Corporation; and State Grid Corporation of China

Freshfields Bruckhaus Deringer 3,042

18-May-10 Denway Motors Limited Guangzhou Automobile Group Company Limited

Beijing Tianyin; Woo Kwan Lee & Lo

2,466

21-May-10 Agricultural Bank of China (Undisclosed stake)

National Council for Social Security Fund

2,198

3,72021-May-10 Piramal Healthcare Solutions business

Advising seller:Crawford Bayley; Stephenson Harwood

Abbott Laboratories Baker & McKenzie; Luthra & Luthra

Piramal Healthcare Limited

4-May-10 Lihir Gold Limited Newcrest Mining LimitedBlake Dawson 8,286Allens Arthur Robinson; Sidley Austin

1,56021-May-10 EON Capital Berhad Hong Leong Bank Berhad

KBC Group NV21-May-10 KBL European Private Bankers SA

Advising seller:Allen & Overy

The Hinduja Group Loyens & Loeff 1,697

18-May-10 Plena Transmissoras SA (Seven Brazilian transmission companies)

State Grid Corporation of China

Plena Transmissoras SA 1,721

10-May-10 Nippon Commercial Investment Corporation

United Urban Investment Corporation

1,663

AnnouncementDate

Target Company Target/SellerLegal Advisor

Bidder Company Bidder Legal Advisor Seller Company Deal Value(USDm)

Asian Legal Business ISSUE 10.4

Top 10 Announced Deals - Asia-Pacific (May 01, 2010 - May 21, 2010)

Valu

e (U

SDm

)

Value (USDm)

Num

ber o

f dea

ls

Volume

00

20,000

60,000

80,000

100,000

120,000

140,000

160,000

180,000

200,000

40,000

600

700

800

400

500

100

200

300

900

10-May-10 Anglo American Zinc Advising seller:A&L Goodbody; Linklaters

Corpus Legal Practitioners; Dewey & LeBoeuf

Anglo American Plc 1,338

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 AZB & Partners 14,262 23

2 Jones Day 3,099 18

3 Freehills 13,436 16

4 Freshfields Bruckhaus Deringer 4,963 15

5 WongPartnership 2,374 15

6 Allen & Overy 15,698 14

7 Mallesons Stephen Jaques 14,140 14

8 Clayton Utz 3,516 14

9 Baker & McKenzie 10,079 13

10 Clifford Chance 3,169 13

Based on announced deals, including lapsed and withdrawn bids, from 1 January 2010 to 21 May 2010

In association with


1 Goldman Sachs 51,844 19

2 JPMorgan 28,915 19

3 UBS Investment Bank 27,136 19

4 Deutsche Bank 57,618 17

5 Morgan Stanley 45,553 17

6 Credit Suisse 46,984 14

7 Macquarie Group 21,513 14

8 Citigroup 43,771 13

9 PricewaterhouseCoopers 1,652 13

10 KPMG 3,076 12

Based on announced deals, excluding lapsed and withdrawn bids, from 1 January 2010 to 21 May 2010

Q103

Q209

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 - May 21, 2010)League Table of Legal Advisors to Asia-Pacific (ex-Japan) M&A (Jan 01, 2010 - May 21, 2010)

6-May-10 Hua Xia Bank Company Limited (27.15% stake)

Concord & Partners Deutsche Bank SA; Shougang Group Corporation; and State Grid Corporation of China

Freshfields Bruckhaus Deringer 3,042

18-May-10 Denway Motors Limited Guangzhou Automobile Group Company Limited

Beijing Tianyin; Woo Kwan Lee & Lo

2,466

21-May-10 Agricultural Bank of China (Undisclosed stake)

National Council for Social Security Fund

2,198

3,72021-May-10 Piramal Healthcare Solutions business

Advising seller:Crawford Bayley; Stephenson Harwood

Abbott Laboratories Baker & McKenzie; Luthra & Luthra

Piramal Healthcare Limited

4-May-10 Lihir Gold Limited Newcrest Mining LimitedBlake Dawson 8,286Allens Arthur Robinson; Sidley Austin

1,56021-May-10 EON Capital Berhad Hong Leong Bank Berhad

KBC Group NV21-May-10 KBL European Private Bankers SA

Advising seller:Allen & Overy

The Hinduja Group Loyens & Loeff 1,697

18-May-10 Plena Transmissoras SA (Seven Brazilian transmission companies)

State Grid Corporation of China

Plena Transmissoras SA 1,721

10-May-10 Nippon Commercial Investment Corporation

United Urban Investment Corporation

1,663

AnnouncementDate

Target Company Target/SellerLegal Advisor

Bidder Company Bidder Legal Advisor Seller Company Deal Value(USDm)

Asian Legal Business ISSUE 10.4

Top 10 Announced Deals - Asia-Pacific (May 01, 2010 - May 21, 2010)

Valu

e (U

SDm

)

Value (USDm)

Num

ber o

f dea

ls

Volume

00

20,000

60,000

80,000

100,000

120,000

140,000

160,000

180,000

200,000

40,000

600

700

800

400

500

100

200

300

900

10-May-10 Anglo American Zinc Advising seller:A&L Goodbody; Linklaters

Corpus Legal Practitioners; Dewey & LeBoeuf

Anglo American Plc 1,338


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.




3 Freehills 13,436 16




7 Mallesons Stephen Jaques 14,140 14

8 Clayton Utz 3,516 14



Based on announced deals, including lapsed and withdrawn bids, from 1 January 2010 to 21 May 2010

In association with



2 JPMorgan 28,915 19





7 Macquarie Group 21,513 14


9 PricewaterhouseCoopers 1,652 13

10 KPMG 3,076 12

Based on announced deals, excluding lapsed and withdrawn bids, from 1 January 2010 to 21 May 2010

Q103

Q209

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



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.•Q2 10* = 1 April 2010 to 21 May 2010

League Table of Legal Advisors to Greater China M&A (Jan 01, 2010 - May 21, 2010)




3 Grandall Legal Group 630 7


5 King & Wood 1,198 6


7 DLA Piper 79 5

8 Slaughter and May 38,683 4

9 Simpson Thacher & Bartlett 37,232 4

10 Linklaters 7,740 4

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 - May 21, 2010)




3 China International Capital 10,630 7

4 JPMorgan 9,804 7




8 Optima Capital 523 5

9 Somerley 2,881 4

10 KPMG 1,864 4

League Table of Legal Advisors to Japanese M&A (Jan 01, 2010 - May 21, 2010)


1 Mori Hamada & Matsumoto 7,581 15

2 Nishimura & Asahi 5,819 11

3 Nagashima Ohno & Tsunematsu 3,487 11

4 Anderson Mori & Tomotsune 4,187 10

5 TMI Associates 1,671 6

6 Morrison & Foerster 3,502 5

7 Skadden Arps Slate Meagher & Flom 7,433 4

8 Baker & McKenzie 278 4

9 Kitamura & Hiraga 139 4

10 Sato & Partners 118 4

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

League Table of Financial Advisors to Japanese M&A (Jan 01, 2010 - May 21, 2010)


1 Nomura Holdings 7,600 22

2 Mizuho Financial Group 1,408 15

3 Sumitomo Mitsui Financial Group 1,229 10

4 Daiwa Securities Group 466 9

5 JPMorgan 7,434 7

6 GCA Savvian 622 7


8 Mitsubishi UFJ Securities 1,025 5

9 KPMG 678 5


League Table of Legal Advisors to Southeast Asian M&A (Jan 01, 2010 - May 21, 2010)



2 Allen & Gledhill 2,109 9


4 Allen & Overy 562 4

5= Stamford Law Corporation 236 4

5= AZB & Partners 944 3

7 Linklaters 628 3

8 Rajah & Tann 454 3

9 Weerawong, Chinnavat & Peangpanor 3,367 2

10 Skadden Arps Slate Meagher & Flom 853 2

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 - May 21, 2010)


1 CIMB Group 4,962 9





6 AmInvestment Bank 221 4


8 Public Investment Bank 3,393 3

9 RHB Investment Bank 2,798 3

10 Bank of America Merrill Lynch 1,653 3

League Table of Legal Advisors to Indian M&A (Jan 01, 2010 - May 21, 2010)



2 Desai & Diwanji 303 8

3 Amarchand & Mangaldas & Suresh A Shroff & Co 3,505 7


5 Trilegal 403 4

6 Khaitan & Co 24 4

7 Linklaters 12,038 2

8 Crawford Bayley & Company 4,904 2


10 Shearman & Sterling 664 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 - May 21, 2010)


1 HSBC 12,005 5

2 ICICI Bank 681 5

3 ENAM Securities 265 5

4 Kotak Investment Banking 250 5

5 Barclays Capital 13,311 4

6 Standard Chartered 13,097 4



9 JM Financial 1,056 4

10 Deloitte 197 4


maRkET DaTa | capital markets >>

DEBT CapITal maRkETs TRaNsaCTIONs lIsT asia, inc Japan, ex australia & New Zealand2 may – 29 mayIssuer proceeds

(usDm) Issue date Currency Bookrunner(s) sector

HONGkONGMCE Finance Ltd 592.0 05/12/10 USD Deutsche Bank Securities Corp; Bank of America Merrill Lynch; RBS; ANZ Banking Group; Citi;

Commerzbank AG; Credit Agricole; National Australia Bank; UBS Investment BankFinancials

Li & Fung Ltd 399.4 05/06/10 USD Citi; HSBC Holdings PLC; JP Morgan Consumer Products and ServicesKowloon Canton Railway Corp 102.8 05/07/10 HKD RBS IndustrialsHK Land Treasury Services 72.1 05/14/10 SGD DBS Bank Ltd FinancialsHongkong Electric Finance Ltd 60.5 05/03/10 HKD HSBC Holdings PLC FinancialsINDIaIRFC 348.6 05/04/10 INR AK Capital Services Ltd; Almondz Global Securities Ltd; Axis Bank Ltd; Barclays Bank PLC; Deutsche Bank

(India); ICICI Bank Ltd; ICICI Sec Primary Dealership; ING Vysya Bank; Kotak Mahindra Bank Ltd; Sec Trading Corp of India; Trust Investment Advisors

Financials

IRFC 243.1 05/14/10 INR Barclays Bank PLC; AK Capital Services Ltd; Trust Capital Services; ICICI Sec Primary Dealership FinancialsTata Teleservices Ltd 198.5 05/25/10 INR Standard Chartered Bk (India); Citibank NA (India) TelecommunicationsEssar Power Ltd 178.5 05/05/10 INR Axis Bank Ltd Energy and PowerIDFC 149.4 05/04/10 INR Barclays Bank PLC FinancialsIDFC 110.9 05/13/10 INR AK Capital Services Ltd; LKP Shares & Securities Ltd; Kotak Mahindra Finance Ltd; ICICI Sec Primary

Dealership; Trust Investment AdvisorsFinancials

HDFC 106.8 05/21/10 INR Barclays Bank PLC FinancialsPunjab National Bank 106.5 05/24/10 INR ICICI Sec Primary Dealership; PNB Capital & Investment Corp; AK Capital Services Ltd FinancialsIDFC 85.2 05/24/10 INR ICICI Bank Ltd; ICICI Sec Primary Dealership; ING Vysya Bank; Sec Trading Corp of India; Trust Investment

Advisors; Deutsche Bank (India); Kotak Mahindra Finance LtdFinancials

IDFC 77.6 05/10/10 INR AK Capital Services Ltd; ICICI Sec Primary Dealership; LKP Shares & Securities Ltd; Kotak Mahindra Finance Ltd; Trust Investment Advisors

Financials

Larsen & Toubro Ltd 66.6 05/11/10 INR Barclays Bank PLC IndustrialsLarsen & Toubro Ltd 63.7 05/26/10 INR Barclays Bank PLC IndustrialsNational Housing Bank 55.5 05/13/10 INR Standard Chartered Bk (India) FinancialsHarsil Projects Pvt Ltd 42.1 05/25/10 INR Standard Chartered Bk (India) Real EstateIDFC 33.7 05/03/10 INR Deutsche Bank (India) FinancialsTata Motors Ltd 33.7 05/03/10 INR Standard Chartered Bk (India) IndustrialsReliance Capital Ltd 33.6 05/04/10 INR Trust Investment Advisors FinancialsINDONEsIaOTO Multiartha Bonds VII 140.4 05/27/10 IDR Standard Chartered Indonesia; HSBC Securities Indonesia; DBS Securities Indonesia PT FinancialsSigma Capital Pte Ltd 81.7 05/06/10 USD Citi; Deutsche Bank AG FinancialsJapaNJapan Housing Finance Agency 1219.0 05/25/10 JPY Mitsubishi UFJ Morgan Stanley Government and AgenciesHAROT 2010-2 863.7 05/12/10 USD Barclays Capital; Citi FinancialsNissan Auto Lease Trust 2010-A 749.9 05/19/10 USD JP Morgan; Citi; Deutsche Bank Securities Corp FinancialsJFE Holdings Inc 666.7 05/21/10 JPY Mitsubishi UFJ Morgan Stanley; Mizuho Securities Co Ltd; Nikko Cordial Securities Inc MaterialsNEC Corp 439.6 05/27/10 JPY Daiwa Sec Capital Markets High TechnologyNEC Corp 439.6 05/27/10 JPY Daiwa Sec Capital Markets High TechnologyJRTT 432.6 05/14/10 JPY Mitsubishi UFJ Morgan Stanley; Nikko Cordial Securities Inc IndustrialsJFM 324.5 05/14/10 JPY Nikko Cordial Securities Inc Government and AgenciesTohoku Electric Power Co Inc 324.5 05/14/10 JPY Mizuho Securities Co Ltd Energy and PowerTokyo Electric Power Co Inc 324.5 05/14/10 JPY Nikko Cordial Securities Inc Energy and PowerKyushu Electric Power Co Inc 323.9 05/13/10 JPY Mitsubishi UFJ Morgan Stanley Energy and PowerToyota Finance Australia 278.4 05/27/10 NZD Daiwa Securities SMBC Europe FinancialsSoftBank Corp 278.3 05/26/10 JPY Mizuho Securities Co Ltd High TechnologySoftBank Corp 278.3 05/26/10 JPY Mizuho Securities Co Ltd High TechnologyNTT Finance Corp 278.3 05/26/10 JPY Mizuho Securities Co Ltd; Nikko Cordial Securities Inc FinancialsMitsubishi UFJ Lease & Finance 276.8 05/25/10 JPY Mitsubishi UFJ Morgan Stanley Consumer Products and ServicesJFM 271.9 05/18/10 JPY Mitsubishi UFJ Morgan Stanley Government and AgenciesTokyo Electric Power Co Inc 270.4 05/14/10 JPY Daiwa Sec Capital Markets Energy and PowerEast Nippon Expressway Co Ltd 269.9 05/13/10 JPY Mitsubishi UFJ Morgan Stanley; Nomura Securities IndustrialsWest Nippon Expressway Co Ltd 269.9 05/13/10 JPY Mitsubishi UFJ Morgan Stanley; Daiwa Sec Capital Markets IndustrialsKintetsu Corp 222.7 05/26/10 JPY Mitsubishi UFJ Morgan Stanley IndustrialsKintetsu Corp 222.7 05/26/10 JPY Nomura Securities IndustrialsJFE Holdings Inc 222.2 05/21/10 JPY Mitsubishi UFJ Morgan Stanley; Daiwa Sec Capital Markets MaterialsJapan Housing Finance Agency 220.6 05/14/10 JPY Mitsubishi UFJ Morgan Stanley; Nomura Securities; GSJCL Government and AgenciesNEC Corp 219.8 05/27/10 JPY Daiwa Sec Capital Markets High TechnologyITOCHU Corp 217.5 05/18/10 JPY Nomura Securities Consumer Products and ServicesChugoku Electric Power Co Inc 216.3 05/14/10 JPY Nikko Cordial Securities Inc Energy and PowerJFM 216.3 05/14/10 JPY Nikko Cordial Securities Inc Government and AgenciesRicoh Leasing Co Ltd 216.3 05/14/10 JPY Mitsubishi UFJ Morgan Stanley Consumer Products and ServicesSaitama Prefecture 216.3 05/14/10 JPY Mitsubishi UFJ Morgan Stanley; GSJCL Government and AgenciesCity of Yokohama 216.2 05/14/10 JPY Mitsubishi UFJ Morgan Stanley; GSJCL Government and AgenciesOsaka Prefecture 216.0 05/18/10 JPY GSJCL; Mizuho Securities Co Ltd Government and AgenciesElectric Power Dvlp Co Ltd 215.9 05/13/10 JPY Mizuho Securities Co Ltd Energy and PowerJapan Housing Finance Agency 211.9 05/14/10 JPY Mitsubishi UFJ Morgan Stanley; Nomura Securities; GSJCL Government and AgenciesDaibiru Corp 166.7 05/21/10 JPY Daiwa Sec Capital Markets Real EstateMarubeni Corp 163.1 05/18/10 JPY Nikko Cordial Securities Inc Energy and PowerTokyo Metro Housing Supply 162.2 05/14/10 JPY Mizuho Securities Co Ltd; Nomura Securities Government and AgenciesBank of Tokyo-Mitsubishi UFJ 146.5 05/20/10 CNY Bank of China Ltd FinancialsNankai Electric Railway Co Ltd 111.1 05/21/10 JPY Nomura Securities IndustrialsHiroshima Prefecture 111.0 05/21/10 JPY Mitsubishi UFJ Morgan Stanley; Daiwa Sec Capital Markets Government and AgenciesSojitz Corp 110.7 05/25/10 JPY Mitsubishi UFJ Morgan Stanley IndustrialsHyogo Prefecture 108.9 05/19/10 JPY Daiwa Sec Capital Markets; Mitsubishi UFJ Morgan Stanley Government and Agencies

EquITy CapITal maRkETs TRaNsaCTIONs lIsT asia, inc Japan, ex australia & New Zealand2 may – 29 mayIssuer proceeds

(usDm) Issue date Currency Bookrunner(s) sector

HONGkONGDoxen Energy Group Ltd 128.5 05/18/10 HKD Taifook Securities Group Ltd RetailUnited Power Investment Ltd 60.1 05/20/10 HKD Sun Hung Kai Investment Svcs; Get Nice Capital Ltd RetailNeo Telemedia Ltd 52.7 05/14/10 HKD Kingston Securities Limited Media and EntertainmentMidland Holdings Ltd 45.5 05/28/10 HKD CLSA Real EstateJia Sheng Holdings Ltd 40.8 05/26/10 HKD Guotai Junan Securities (HK) FinancialsOP Financial Investments Ltd 38.4 05/04/10 HKD Kingston Securities Limited FinancialsINDIaJaypee Infratech Ltd 503.4 05/07/10 INR Morgan Stanley; Bank of America Merrill Lynch; Axis Bank Ltd; Enam Securities; ICICI Securities & Finance

Co; IDFC-SSKI Ltd; JM Financial & Investment; Kotak Mahindra Capital Co; SBI Capital Markets LtdIndustrials

SJVN Ltd 239.4 05/11/10 INR JM Financial & Investment; IDFC-SSKI Ltd; IDBI Capital Markets Services; SBI Capital Markets Ltd Energy and PowerFortis Healthcare Ltd 100.0 05/10/10 USD Religare Capital Markets Ltd; RBS HealthcareNitesh Estates Ltd 89.9 05/13/10 INR ICICI Securities & Finance Co; Enam Securities; Kotak Mahindra Capital Co; JM Financial & Investment Real EstateINDONEsIaAlam Sutera Realty Tbk PT 96.1 05/05/10 IDR Macquarie Securities Ltd Real EstateJapaNFanuc Ltd 999.0 05/10/10 JPY Mizuho Securities Co Ltd IndustrialsMori Trust Sogo Reit Inc 483.5 05/24/10 JPY Mizuho Securities Co Ltd; Nikko Cordial Securities Inc; GSJCL Real EstateDIC Corp 201.7 05/25/10 JPY Mizuho Securities Co Ltd MaterialsmalaysIaMasterskill Education Group 238.8 05/05/10 MYR CIMB Investment Bank Bhd; Goldman Sachs & Co Consumer Products and ServicessOuTH kOREaHynix Semiconductor Inc 500.0 05/11/10 USD NH Investment & Sec Co Ltd; KEB (Asia) Finance (Hong Kong); Credit Suisse; Royal Bank of Scotland AG;

Korea Development Bank Intl; Woori Invest & Sec Co Ltd; Shinhan Investment CorpHigh Technology

Mando Corp 431.3 05/07/10 KRW Citi; JP Morgan Securities Inc; Woori Invest & Sec Co Ltd; HMC Investment Securities Co IndustrialsCelltrion Inc 214.3 05/11/10 KRW Goldman Sachs & Co; KB Invest & Sec HealthcareHuchems Fine Chemical Corp 77.4 05/07/10 KRW Korea Investment & Securities MaterialsSiliconworks Co Ltd 55.2 05/24/10 KRW Korea Investment & Securities High TechnologyTaIwaNFormosa Epitaxy Inc 74.7 05/11/10 TWD SinoPac Securities High Technology


maRkET DaTa | capital markets >>

ITOCHU Corp 108.8 05/18/10 JPY Nomura Securities Consumer Products and ServicesSumitomo Corp 108.8 05/18/10 JPY Daiwa Sec Capital Markets IndustrialsTohoku Electric Power Co Inc 108.2 05/14/10 JPY Daiwa Sec Capital Markets Energy and PowerCity of Kawasaki 108.1 05/14/10 JPY Mitsubishi UFJ Morgan Stanley; GSJCL; Daiwa Sec Capital Markets Government and AgenciesCity of Yokohama 108.1 05/14/10 JPY Daiwa Sec Capital Markets; Mizuho Securities Co Ltd Government and AgenciesShikoku Electric Power Co Inc 107.2 05/10/10 JPY Nomura Securities Energy and PowerTop REIT Inc 93.4 05/28/10 JPY Daiwa Sec Capital Markets Real EstateJapan Housing Finance Agency 87.6 05/14/10 JPY Mitsubishi UFJ Morgan Stanley; Nomura Securities; GSJCL Government and AgenciesJapan Prime Realty Investment 75.7 05/14/10 JPY Mizuho Securities Co Ltd Real EstateMori Hills REIT Investment 56.1 05/20/10 JPY Mizuho Securities Co Ltd Real EstateMori Hills REIT Investment 56.1 05/20/10 JPY Mizuho Securities Co Ltd Real EstateDaibiru Corp 55.6 05/21/10 JPY Nikko Cordial Securities Inc Real EstateTakara Holdings Inc 54.5 05/19/10 JPY Mizuho Securities Co Ltd Consumer StaplesTakara Holdings Inc 54.5 05/19/10 JPY Nomura Securities Consumer StaplesSankei Shimbun Co Ltd 54.1 05/14/10 JPY UBS Securities Japan Ltd Media and EntertainmentJapan Housing Finance Agency 30.3 05/14/10 JPY Mitsubishi UFJ Morgan Stanley; Nomura Securities; GSJCL Government and AgenciesmalaysIa1Malaysia Sukuk Global 1250.0 05/27/10 USD CIMB Investment Bank Bhd; Barclays Capital; HSBC Holdings PLC FinancialsCagamas Berhad 324.4 05/07/10 MYR AmInvestment Bank Bhd FinancialsAircel Ltd 282.1 05/24/10 INR Standard Chartered Bk (India) TelecommunicationsCagamas Berhad 93.8 05/14/10 MYR AmInvestment Bank Bhd FinancialsGenting Utilities Sdn Bhd 46.8 05/03/10 MYR CIMB Investment Bank Bhd; HSBC Bank Malaysia Bhd Media and EntertainmentpHIlIppINEsADB 2988.8 05/26/10 USD Daiwa Capital Markets America; Goldman Sachs & Co; Morgan Stanley; UBS Investment Bank Government and AgenciesADB 326.6 05/26/10 ZAR Daiwa Securities SB Cap Mkt SG Government and AgenciesSM Development Corp 211.6 05/25/10 PHP BDO Capital Investment Corp Real EstateIntl Container Terminal Svcs 205.3 05/05/10 USD HSBC Holdings PLC; UBS AG IndustrialsADB 84.5 05/12/10 BRL RBC Capital Markets Government and AgenciesAboitiz Transp Sys(ATSC)Corp 44.4 05/12/10 PHP SB Capital Investment Corp; BPI Capital IndustrialssINGapORELand Transport Authority 357.0 05/27/10 SGD DBS Bank Ltd; Hong Kong & Shanghai Bank (SG) Government and AgenciesDBS Bank Ltd 133.3 05/25/10 HKD Standard Chartered Bank (HK) FinancialsWing Tai Holdings Ltd 85.1 05/20/10 SGD Oversea-Chinese Banking Real EstateOversea-Chinese Banking HK 64.1 05/25/10 HKD Standard Chartered Bank (HK) FinancialsOversea-Chinese Banking HK 49.3 05/20/10 HKD Standard Chartered Bank (HK) FinancialsEzra Holdings Ltd 36.2 05/13/10 SGD DBS Bank Ltd; Hong Kong & Shanghai Bank (SG) IndustrialsF&N Treasury Pte Ltd 35.7 05/27/10 SGD CIMB Investment Bank Bhd Consumer StaplessOuTH kOREaHART 2010-A 960.8 05/05/10 USD JP Morgan FinancialsKDB Blue Ocean Securitization 593.3 05/20/10 KRW Daewoo Securities Co Ltd; Korea Investment & Securities; Shinhan Investment Corp; SC Securities Korea

Ltd; Korea Development BankFinancials

Korea Resources Corp 298.5 05/13/10 USD HSBC Holdings PLC; Korea Development Bank; Morgan Stanley; Standard Chartered PLC MaterialsHanjin Shipping Hldg Co Ltd 293.3 05/24/10 KRW NH Investment & Sec Co Ltd; SC Securities Korea Ltd; Korea Development Bank FinancialsExport-Import Bank of Korea 270.0 05/28/10 USD Deutsche Bank AG FinancialsDaewoo Securities Co Ltd 260.4 05/17/10 KRW SK Securities Co Ltd; Samsung Securities; Hyundai Securities Co Ltd FinancialsSTX Offshore & Shipbuilding 259.8 05/07/10 KRW Tong Yang Securities IndustrialsS-Oil Corp 259.6 05/26/10 KRW Shinhan Investment Corp; Hana Daetoo Securities Co Ltd Energy and PowerK-Five 1st Securitization 248.0 05/25/10 KRW Korea Development Bank; Daewoo Securities Co Ltd FinancialsWoori Bank 245.4 05/27/10 KRW Leading Invest & Securities Co FinancialsHyundai Steel Co 239.4 05/26/10 KRW HI Investment & Securities Co MaterialsKorea Hydro & Nuclear Power Co 229.8 05/10/10 KRW Samsung Securities Energy and PowerSTX Corp 220.5 05/14/10 KRW Korea Investment & Securities; Tong Yang Securities; Kumho Investment Bank FinancialsWoori Fin Hldgs Co Ltd 214.8 05/20/10 KRW SK Securities Co Ltd FinancialsKorea Hydro & Nuclear Power Co 200.0 05/20/10 USD Daewoo Securities Co Ltd Energy and PowerKorea Securities Finance Corp 167.6 05/20/10 KRW Korea Investment & Securities FinancialsShinhan Bank 167.6 05/20/10 KRW Woori Invest & Sec Co Ltd FinancialsKookmin Bank 158.8 05/12/10 KRW Hana Daetoo Securities Co Ltd FinancialsKookmin Bank 135.7 05/26/10 KRW E Trade Korea Co Ltd FinancialsKorea Water Resources Corp 130.0 05/06/10 USD SC Securities Korea Ltd; Woori Invest & Sec Co Ltd Energy and PowerHanwha Corp 129.9 05/07/10 KRW SK Securities Co Ltd MaterialsNorth A-Hyun Securitization 125.6 05/04/10 KRW Shinyoung Securities Co, Ltd; Korea Investment & Securities; NH Investment & Sec Co Ltd FinancialsPOSCO Engineering & Constr 122.7 05/28/10 KRW KB Invest & Sec; Woori Invest & Sec Co Ltd IndustrialsDoosan Cons & Eng Co Ltd 112.6 05/07/10 KRW KB Invest & Sec IndustrialsBusan Bank 103.7 05/26/10 KRW Korea Investment & Securities FinancialsHyundai Capital Services Inc 100.0 05/28/10 USD Korea Investment & Securities FinancialsHana Bank 98.2 05/27/10 KRW Woori Invest & Sec Co Ltd FinancialsKyongnam Bank 89.4 05/03/10 KRW Hyundai Securities Co Ltd FinancialsHana Bank 88.2 05/12/10 KRW KB Invest & Sec FinancialsSK C&C Co Ltd 86.6 05/07/10 KRW Hanwha Securities Co; SC Securities Korea Ltd High TechnologyDaesung Industrial Corp 83.8 05/20/10 KRW SC Securities Korea Ltd; Tong Yang Securities FinancialsShinhan Bank 79.8 05/26/10 KRW KTB Securities Co Ltd FinancialsHanwha Securities Co Ltd 74.2 05/19/10 KRW HMC Investment Securities Co FinancialsHyundai Capital Services Inc 70.0 05/12/10 USD Korea Investment & Securities FinancialsShinhan Bank 65.4 05/27/10 KRW Hanwha Securities Co FinancialsSamsung Card Co Ltd 58.7 05/20/10 KRW SC Securities Korea Ltd FinancialsDongbu Steel Co Ltd 52.9 05/13/10 KRW Leading Invest & Securities Co MaterialsKookmin Bank 51.4 05/10/10 KRW Hana Daetoo Securities Co Ltd FinancialsKookmin Bank 51.1 05/06/10 KRW Tong Yang Securities FinancialsHyundai Card Co Ltd 50.3 05/20/10 KRW HI Investment & Securities Co FinancialsHyundai Capital Services Inc 50.0 05/03/10 USD KB Invest & Sec FinancialsHyundai Card Co Ltd 49.4 05/24/10 KRW Bookook Securities Co Ltd FinancialsShinhan Card 49.4 05/24/10 KRW Samsung Securities FinancialsExport-Import Bank of Korea 48.7 05/20/10 HKD RBS FinancialsShinhan Capital Co Ltd 44.3 05/13/10 KRW Samsung Securities FinancialsHyundai Capital Services Inc 44.2 05/10/10 KRW SC Securities Korea Ltd; KB Invest & Sec FinancialsHana Bank 44.1 05/11/10 KRW KB Invest & Sec FinancialsLotte Card Co Ltd 44.1 05/11/10 KRW Korea Investment & Securities FinancialsAJU Autorental Co Ltd 44.1 05/12/10 KRW Hyundai Securities Co Ltd Consumer Products and ServicesKorea Petrochem Industial Co 43.9 05/06/10 KRW Woori Invest & Sec Co Ltd MaterialsShinhan Card 43.7 05/18/10 KRW NH Investment & Sec Co Ltd FinancialsDaelim Corp 43.3 05/07/10 KRW KB Invest & Sec Energy and PowerHan Kook Capital Co Ltd 41.2 05/24/10 KRW Daewoo Securities Co Ltd Consumer Products and ServicesJoong-Ang Ilbo 40.9 05/27/10 KRW HMC Investment Securities Co Media and EntertainmentHana Bank 40.0 05/25/10 KRW Kiwoom Securities Co FinancialsKookmin Bank 40.0 05/25/10 KRW E Trade Korea Co Ltd FinancialsHyundai Card Co Ltd 39.9 05/26/10 KRW Woori Invest & Sec Co Ltd FinancialsJeonbuk Bank 39.9 05/26/10 KRW KTB Securities Co Ltd FinancialsKorea Development Bank 38.4 05/12/10 SGD Standard Chartered Bank PLC FinancialsKDB Capital Corp 38.2 05/27/10 USD HI Investment & Securities Co; Samsung Securities FinancialsSsangyong Cement Indl Co Ltd 35.3 05/12/10 KRW Tong Yang Securities MaterialsDymos Inc 34.6 05/07/10 KRW KB Invest & Sec; Woori Invest & Sec Co Ltd IndustrialsShinhan Card 33.5 05/20/10 KRW Korea Investment & Securities FinancialsAju Capital Co Ltd 33.5 05/28/10 KRW Woori Invest & Sec Co Ltd FinancialsHyundai Commercial 32.7 05/27/10 KRW Hyundai Securities Co Ltd FinancialsShinhan Card 32.7 05/27/10 KRW Samsung Securities FinancialsHyundai Commercial 31.9 05/26/10 KRW SK Securities Co Ltd FinancialsKorea Advanced Materials Corp 30.0 05/25/10 USD Woori Invest & Sec Co Ltd MaterialsTaIwaNFirst Finl Hldg Co Ltd 283.3 05/07/10 TWD Masterlink Securities Co; Yuanta Securities Co Ltd; Fubon Securities Co Ltd FinancialsFormosa Petrochemical Corp 188.9 05/14/10 TWD KGI Securities (Taiwan) Energy and PowerYuanta Commercial Bank Co Ltd 157.2 05/17/10 TWD Yuanta Securities Co Ltd FinancialsE Sun Bank 93.3 05/21/10 TWD HSBC Taipei FinancialsFEIB 63.3 05/05/10 TWD KGI Securities (Taiwan) FinancialsTHaIlaNDMinor International PCL 77.2 05/24/10 THB Kasikornbank PCL; Bank of Ayudhya Plc Media and EntertainmentSansiri PCL 61.9 05/18/10 THB Siam Commercial Bank PLC Real EstateQuality Houses PCL 61.8 05/17/10 THB Kasikornbank PCL Real EstateKrungthai Card PCL 30.9 05/17/10 THB Kasikornbank PCL FinancialsGovernment Housing Bank 30.7 05/27/10 THB Standard Chartered Bank(Thai) FinancialsVincom JSC 53.0 05/11/10 VND Ind'l and Comm'l Bank of Viet Real Estate

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In-houseHead of Wealth Management (15+ yrs pqe) Singapore This is a senior leadership position with the legal and compliance team of a global investment bank. Our client is seeking a senior banking lawyer with solid private wealth experience gained principally in-house. The incumbent will be responsible for running the private wealth legal team and be expected to provide a gamut of legal services to the business and senior management, particularly in client/security documentation and structured transactions. Good opportunity with solid prospects. Ref: 8671

Senior Commercial Counsel (8-12 yrs pqe) Singapore A world leader in medical technology is seeking a Senior Commercial Counsel to help drive the growth of the business in the Asia-Pacific region. The ideal candidate has a pharmaceutical or medical background and can close large business transactions. Fluent English required. Ref: 8935

Associate Director (8-10 yrs pqe) Gurgaon A new high level position is open at this rapidly expanding multinational business. You must have strong corporate and commercial legal experience, particularly in M&A work. Good negotiation skills and fluent English required. Ref: 8922

International Counsel (8+ yrs pqe) Singapore Excellent opportunity to take on a regional role at this well-known Fortune 500 company. This role requires strong corporate experience, but those with a litigation or property background will be considered as well. Proactive attitude and problem solving skills a must. Ref: 8898

VP – Country Compliance Manager (8+ yrs pqe) Singapore A world famous financial services firm is now seeking a compliance manager with a strong background in investment banking. Knowledge of MAS/SGX rules is a must, as is substantial APac regional experience. This position requires an independent worker who can control a wide range of issues. Ref: 8921

Senior Manager: Legal & Compliance (8+ yrs pqe) Mumbai Our client, a widely recognized multinational, is seeking an experienced professional who can take the lead in developing their new legal team in India. A strong understanding of Indian laws and regulations that are applicable to payments, remittances, and e-commerce is necessary to succeed. General banking knowledge would be helpful. Ref: 8816

ASEAN Legal Counsel (5-10 yrs pqe) Singapore This worldwide IT conglomerate is seeking an experienced lawyer to advise on a range of commercial matters across the ASEAN region. You must have solid experience in negotiating and drafting complex agreements and have a strong business sense. Asian language skills and experience in international contracting matters is an advantage. Ref: 8861

Compliance Manager (5+ yrs pqe) Singapore One of Asia’s global companies that is Singapore listed is seeking an experienced compliance professional to oversee all compliance operations in Singapore related to their derivatives and commodities trading activities. You must have experience in a trading environment and a proven record of maintaining relationships with regulatory bodies. Ref: 8952

Contract Specialist (2-5 yrs pqe) Singapore Join a leading full service engineering, construction and operations company. The successful candidate has hands-on experience with construction and engineering contracts and can solve business or contractual issues independently. Knowledge in contract risk management and procurement regulations is essential. Ref: 8779

Legal Counsel (1-5 yrs pqe) Singapore A new Associate Director position is now available on the corporate legal team at a world leading bank. This is a regional position that covers general corporate, technology, IP, data protection, banking secrecy and outsourcing work for several locations across APac. You must have a demonstrated ability to learn quickly, Mandarin skills preferred but not required. Ref: 8973

Private PracticeFinance Associate (4+ yrs pqe) Singapore Take the lead on important finance contract work at this recognized UK law firm. Proven experience with corporate borrower finance matters and loan agreements required. UK, US or Australian qualification preferred. Ref: 8870

Dispute Resolution Lawyer (2-6 yrs pqe) Singapore This renowned US law firm is seeking a Singapore qualified associate to oversee a range of dispute resolution work. You must have at least two years of experience in dispute resolution or related matters, and Singapore qualification is a must. Ref: 8637

Corporate Lawyer (2-6 yrs pqe) Singapore Do you have proven experience in M&A and equity capital markets? Our client, a respected international law firm, is seeking to expand its corporate practice. Ref: 8715

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