China Legal Business 6.8

CHINA

ISS

UE

6.8

www.legalbusinessonline.comn DEALS ROUNDUP n LATERAL MOVES n IN-HOUSE VIEW n REgULATORy UPDATES n UK, US REPORTS

Anti-Monopoly Law Firms forge ahead with AML one year on反垄断法实施一年，律所积极发展相关业务

Green energyFirms play big role in green revolution 商务律师助力绿色经济发展

Managing partner interviewPeter Charlton shares insights into Clifford Chance’s Asia strategy 高伟绅亚洲业务管理合伙人专访

Ten leading in-house deparTmenTs in Ten leading companies

2009年十佳公司法务部门

In-house

Yao Jun, Ping An

北京总部北京市朝阳区建国路81号华贸中心1号写字楼15层 Tel: +8610-6584 6688Fax: +8610-6584 6677E-mail: [email protected]: www.globallawoffice.com.cn

上海分所上海市淮海中路138号上海广场33层200021 Tel: (0086)-21-6375 6722Fax: (0086)-21-6375 6723

工作语言：中文／英文／法文律师: 140 合伙人：45

Practice Areas: Corporate and M&A, Capital Markets (IPO & Listing), Banking and Finance, Private Equity & Venture Capital, Construction & Real Estate, Competition/Anti-Trust, Dispute Resolution, Shipping, Maritime & Aviation, Intellectual Property, Taxation, Restructuring, Insolvency & Bankruptcy

环球律师事务所, 是经中华人民共和国司法部于1984年批准，由中

国国际贸易促进委员会设立的专门从事商事领域法律服务的律师事务所。环

球是中国改革开放后最早成立的律师事务所，2001年初改制为合伙制。

自设立以来，环球为国内外客户提供了一流的法律服务，是中国律师业中最

优秀的大型综合性律师事务所之一。环球连续多年被 Legal500、Chambers、

Asian Legal Business 和 Asia Law & Practice 等国际知名的法律评论杂志

评选为中国最佳的律师事务所之一。在国际融资、项目融资、外商直接投资、资

本市场、风险投资和私募融资、并购、资产证券化、不良资产处置、国际海商海

事、反倾销、基础设施建设、建筑、房地产、国际商事仲裁和诉讼等众多领域，

环球均处于国内同行业领先地位。

环球完成了许多在国内外勘称首例并颇具影响的大型项目的法律服务，代

理了一系列著名的国际商务和海商海事的仲裁案和诉讼案。

Global Law Office is a large law firm in the People’s Republic of China

(the “PRC”). Founded in 1984 under the auspices of China Council for the

Promotion of International Trade, Global was the first law firm established

following the PRC’s implementation of reform and opening to the outside

world. Global was converted into a private partnership in early 2001. Having

committed to providing full range legal services for 30 years, Global has

been one of the PRC leading law firms. With a focus on foreign-related legal

matters, Global offers efficient, high-quality and extensive legal services to

clients at home and abroad. Since its inception, Global has been ranked as

one of the top law firms in the PRC by international legal publications such as

Legal 500, Chambers, Asian Legal Business, and Asia Law & Practice. Global

is ranked as the top of league tables in many areas, including international

banking and finance, project finance, corporate and commercial, foreign

direct investment, capital markets, venture capital and private equity, M&A,

corporate finance, aircraft and vessel finance, competition, structured

finance, maritime and shipping, international arbitration and litigation. Since

its establishment, Global has provided advice for many precedent-setting

projects both at home and abroad.

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Editorial >>

ISSUE 6.822

IN THE FIRST PERSON

In-house revolution

The days when an in-house legal departments’ role was regarded mainly as one for housekeeping and litigating is long gone. Many in-house legal departments have thrived and taken on more serious responsibilities in corporate governance, strategic planning and

business execution. This has been proven yet again in this year’s In-House 10 feature, which shines the spotlight on top-performing departments in 10 large domestic companies, all of which are either listed companies or parent companies of listed subsidiaries.

The global financial crisis hasn’t posted any major impacts on in-house teams’ practice in terms of staff headcount and budget, but it has certainly elevated the importance of risk management. All of the departments interviewed see risk management as one of their key responsibilities in the companies. And as all of the companies are listed on stock exchanges at home or overseas, compliance and disclosure issues also form an important part of their daily work.

Of course there are still mergers, joint ventures, IPOs and bond issuances, which are a fact of life for many companies as they grow and become more agile in their response to market opportunities. In-house departments have excelled in providing sound legal solutions and advice to enable their companies to achieve business and strategic objectives, not only in the domestic market but also in key markets right around the globe.

For example, China Telecom’s in-house team has played an important role in the company’s US$15.8bn acquisition of China Unicom’s CDMA business; China Construction Bank’s in-house team advised on the company’s US$70m acquisition of AIG Finance in Hong Kong and the issuance of US$2.9bn worth of subordinated bonds; and Sinopec’s recent US$8bn takeover bid for Toronto-listed Addax Petroleum, to name a few.

In the course of rapid development of both the country’s legal systems and companies’ global business, every day brings a new challenge for in-house teams. China Telecom, for example, recognises that its main challenge is coming from the company’s business expansion in overseas markets. Increasing exposure to different jurisdictions requires a higher level of expertise and skills. These new challenges and opportunities faced by companies have also resulted in increased cooperation between in-house teams and external law firms – an encouraging sign of a robust legal industry. The consensus is that the rise of in-house legal departments serves a driving force for the legal industry to improve.

Industry observers have noted that, having an in-house legal team in place (in effect formalising the work relationship between clients and external legal advisors) will improve the quality and standards of legal services provided by external counsel, and those companies who will require more specialised legal services in certain practice areas. With expertise and experience accumulating from both the in-house and private practice sides, the legal industry will keep moving onwards and upwards.

“In-house counsel have to under-stand the legal environment and regulatory framework of each jurisdiction the bank operates in, and ensure that it complies”Zhang Wei, general manager, legal department, ICBC, on the biggest challenges for in-house teams (p33)

“As for our firm, the biggest challenge now is how to collect [the] enormous underlying data and evidence ... as clients have limited resources and abilities”Zhang Xinyang, lawyer, Commerce & Finance, on current challenges for AML practices (p38)

“China has been a main player in international trade and shipping, and will continue to be a dominant player for the next decade”Ik Wei Chong, partner, Clyde & Co, on legal developments in the shipping industry (p43)

CHINA

ISS

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6.8

www.legalbusinessonline.com DEALS ROUNDUP LATERAL MOVES IN-HOUSE VIEW REGULATORY UPDATES UK, US REPORTS

Anti-Monopoly Law Firms forge ahead with AML one year on反垄断法实施一年，律所积极发展相关业务

Green energyFirms play big role in green revolution 商务律师助力绿色经济发展

Managing partner interviewPeter Charlton shares insights into Clifford Chance’s Asia strategy 高伟绅亚洲业务管理合伙人专访

TEN LEADING IN-HOUSE DEPARTMENTS IN TEN LEADING COMPANIES

2009年十佳公司法务部门

In-house

Yao Jun, Ping An

CHINA

Celebrating The Very Best In The Legal Industry

18 September 2009, Conrad Hong Kong

The most high-profile legal event of the yearJoin the who’s who of in-house counsel, business and law at the 8th annual ALB Hong Kong Law Awards 2009. Secure your place at the industry night of the year where senior in-house counsel, their CEO’s and private practice lawyers come together to enjoy a gourmet dinner, fine wines, world-class entertainment and invaluable networking opportunities as the winners for 2009 are announced.

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ISSUE 6.84

CoNtENtS >>

contents

ANALySIS

12 Legal practices go greenAs the country pioneering the way towards a low carbon economy, environmental lawyers and climate change practices are the latest “must have” for self-respecting modern law firms

14 Domestic firms step up to the M&A plateM&A practices in PRC firms are powering up in a big way for predicted expansion in work loads

16 Employment lawsCompanies are facing increases in employment disputes since China’s new labour laws were introduced in 2008. Law firms are beefing up their employment practices to meet demand

FEATURES38 AML regime

One year after the Anti-Monopoly Law was introduced, much has been accomplished but more remains to be done. ALB China investigates what law firms have achieved

42 ShippingShipping lawyers are rescuing clients facing litigation as a drastic fall in international trade and ocean freight rates sees disputes multiply

46 ALB special report: Tianjin 09Forging ahead as a city of importance, Tianjin’s legal firms are making their mark as part of the country’s new economic powerhouse

50 Managing partner interviewClifford Chance’s Peter Charlton discusses how the Magic Circle firm’s plans for Asia in alliances and new markets will bring back its sparkle

REgULARS

18 NEWS• King&WoodcompletesmergerwithArculli• GrandalllaunchesIPagencyinBeijing• GaopengPartnersjoinsglobalnetwork• NewheadofAsiafundsatLinklaters• Hogan&Hartsonreshufflesmanagement• FirstSino-Singaporejointventurefirmestablished• Lexfieldrevampsbrand,addsnewIPteam

11 Mergermarket M&A update19 UK report

21 US report

31 Thomson Reuters ECM update

52 Sign off

COMMENTARy

22 RegulatoryPaul/Weiss

23 RegulatoryTahota

24 International taxAzure Tax

25 SingaporeLoo & Partners

PROFILES

27 Zhonglun W&D

41 Chen & Co

43 Kingfield Law Firm

45 Sloma & Co

49 Winners

ALB CHINA ISSUE 6.8

12

COVER STORy32 ALB China In-house 10

We shines the spotlight on this year’s top-performing in-house legal departments, which are now playing an increasingly important role in company developments happening both at home and in the global markets

32

In-houseCHINA

46

50

CHINA

IFC CLB OnlinePromoAd.indd 1 6/1/2009 9:12:03 AM

6

NEWS | news >>

ISSUE 6.8

deals in brief

| CHINA / HONG KONG |

BBMG GloBAl offerInG ►金隅登陆香港主板US$884m

firm: Paul Hastingslead lawyers: Raymond Li, Sammy LiClient:BBMG

firm: Haiwen & PartnersClient:BBMG

firm: Lovellslead lawyer:JamieBarrClient: Underwriters

HEADLINEDEAL

firm: Jingtian & GongchengClient: Underwriters

• FirstH-sharelisting on theHongKongStockExchange and thesecond-largestIPO inHongKongsofarthisyear

Jamie BarrLovells

“The deal highlights the current strength of the local capital markets. It was particularly complex due to the size and scope of the company, comprising more than 100 subsidiaries, multi-segmented businesses and operations”

Raymond Li, PauL Hastings

| CHINA |

ChInA StAte ConStrUCtIon ►enGIneerInG CorporAtIon (CSCeC) Ipo 中国建筑成功登陆A股市场US$6.2bn

firm: Haiwen & Partnerslead lawyer: Liu SuClient: China State Construction Engineering Corporation

firm: Commerce & Finance Law Officeslead lawyer:LiuGangClient: China State Construction Engineering Corporation

• CSCEC,China’slargestconstructioncompany, is the largest A-share IPOsincePetroChinaraisednearlyUS$9bn in October 2007

• InDecember2008,thegrouplisted its international arm, China OverseasLand&Investment,inHongKong,raisingUS$332m. JSM advised the issuer

everBrIGht SeCUrItIeS Ipo ►光大证券上海首次公开发行US$1.6bn

firm: Tian Yuanlead lawyers:WangLihua,LiuYan, XuPing,WuGuanxiongClient: Everbright Securities

• EverbrightSecuritiesbecamethesecond securities company approved forlistingfollowingCITICSecuritiesCo Ltd’s successful listing, around five years ago

MAn GroUp / SInotrUk ►ACqUISItIon 德国MAN入股中国重汽US$790m

firm: Freshfieldslead lawyers: ChristopherWong,AntonyDapiran,Rob Ashworth, Connie CarnabuciClient:MAN

firm: Haiwenlead lawyer: WangJianyongClient:MAN

firm: Sidley Austinlead lawyer:TimothyLiHuantingClient: Sinotruk

firm: Commerce & Finance Law Officeslead lawyer:HeYinshengClient: Sinotruk

• Germany’sMANgroupistheworld’s third-largest heavy truck manufacturer, and Sinotruk is China’s largest manufacturer of heavy trucks

• SidleyAustinalsorepresentedSinotrukinitsUS$1.16bnIPO,around two years ago

• Thislong-termstrategicpartnershipunderscoresMAN’scontinuedfocusonBRICcountries

export-IMport BAnk ►of ChInA / AerdrAGon AvIAtIon pArtnerS loAn fACIlIty 中国进出口银行为奇龙航空租赁公司提供2.3亿美元融资US$230m

firm: Richards Butler (in association with Reed Smith)lead lawyer: Emma CasdagliClient:Export-ImportBankofChina

firm: Run Minglead lawyer:LiuYiClient:Export-ImportBankofChina

firm: Clifford Chancelead lawyer:SimonBriscoeClient:AerDragon

• CliffordChancewasinvolvedintheestablishmentoftheAirbusA320final assembly line in Tianjin in 2007

SIno-oCeAn lAnd ltd Bond ►ISSUAnCe 远洋地产境内子公司发行26亿元公司债券US$380m

firm: Kejielead lawyer:HeJieClient: Sino-Ocean Land Limited

• Sino-Ocean,whichfocusesonmid-to high-end residential property developmentinBeijing,planstoexpandinnorthernChina’sBohaiRim region.

• Thisregionincludessecond-tiercitiessuchasTianjin,DalianandShenyang

• KejielawyerssuccessfullyadvisedSino-Ocean Land’s restructuring, privateequityfinancingandIPOfrom 2004–2007

Christopher WongFreshfields

NEWS | news >>

7www.legalbusinessonline.com

yoUr Month At A GlAnCe ►

Firm Jurisdiction Deal name Value ($USm) Deal type

Allbright China China power Investment Corporation project financing

n/A project finance

Atsumi & partners Japan / China Inner Mongolia wind farm financing 48.9 project finance

Baker & Mckenzie China olympus Capital investment in Zhaoheng hydropower

57.5 pe

China/ hong kong CIC / CItIC capital acquisition n/A M&A

Capital Associates China / Japan Inner Mongolia wind farm financing 48.9 project finance

Commerce & finance law offices

China China State Construction engineering Corporation (CSCeC) Ipo

6,200 equity Market

China MAn Group / Sinotruk acquisition 790 M&A

Conyers dill & pearman

China / Malaysia xingquan International Sports Ipo 47 equity Market

China / Malaysia Multi Sports Ipo 16.4 equity Market

Clifford Chance China export-Import Bank of China / Aerdragon Aviation partners loan facility

230 finance

China / hong kong hSBC Bank (China) bond issuance 140 debt Market

dlA piper China / Malaysia xingquan International Sports Ipo 47 equity Market

China / hong kong Amber energy Ipo 2,190 equity Market

freshfields Bruckhaus deringer


Gallant yt ho & Co China / Malaysia Multi Sports Ipo 16.4 equity Market

Grandall legal Group China / Malaysia Multi Sports Ipo 16.4 equity Market

haiwen & partners China China State Construction engineering Corporation (CSCeC) Ipo

6,200 equity Market

hong kong / China BBMG global offering 884 equity Market


Jingtian & Gongcheng hong kong / China BBMG global offering 884 equity Market

Jones day China/ hong kong Amber energy limited Ipo 2,190 equity Market

Junzhi China your-Mart A-share Ipo 142 equity market

JunZeJun China/ hong kong Bank of east Asia bond issuance 146 debt Market

kejie China Sino-ocean bond issuance 380 debt Market

latham & Watkins hong kong Middle kingdom Alliance / pypo digital acquisition 378 pe

linklaters China / hong kong hSBC Bank (China) bond issuance 140 debt Market

China / hong kong CIC / CItIC capital acquisition n/A M&A

lovells hong kong / China BBMG global offering 884 equity Market

Milbank, tweed China / Japan Inner Mongolia wind farm financing 48.9 project finance

Momo-o Matsuo & namba

Japan / China Inner Mongolia wind farm financing 48.9 project finance

norton rose China / Japan Inner Mongolia wind farm financing 48.9 project finance

paul hastings hong kong / China BBMG global offering 884 equity Market

hong kong poly (hong kong) Investments top-up placement

102 equity Market

hong kong xinyu hengdeli top-up placement

79 equity Market

hong kong kWG property top-up placement

196 equity Market

yoUr-MArt A-ShAre Ipo ►家润多A股IPOUS$142m

firm: Junzhilead lawyers: Liu Xiaoying, WangShaoyan

Client:Your-Mart

firm: Sincere PartnersClient:Your-Mart

• LeadingretailerbasedinHunanhaslauncheditsIPOonShenzhenStockExchange, raising US$142m

• LeadunderwriterwasShenzhenLianhe Securities

SIChUAn expreSSWAy ►CoMpAny ltd Ipo 四川成渝高速公路A股上市US$264m

firm: Zhong Yinlead lawyers:LiuGuangbin,XiuRuiClient: Sichuan Expressway

• SichuanExpressway,alarge-sizedenterprise in expressway investment, operation and management in western China, is the first capital construction company from the western region that has been listed ontheH-sharemarket

• NowrunsChengyaBranchandcontrols four subsidiaries: Chengbei, Shuhai, Shugong and Shuxia

olyMpUS CApItAl ►InveStMent / ZhAohenG hydropoWer 兆恒水电获5750万美元投资US$57.5m

firm: Baker & McKenzielead lawyer: Allen ShyuClient:ZhaohengHydropower

firm: Zhong Lun Law Firmlead lawyer: Jack LaiClient:ZhaohengHydropower

firm: Purringtonlead lawyer:MoodyWeilClient: Olympus Capital

• OlympusCapitalHoldingsAsiahas led a US$57.5m investment in ZhaohengHydropowerHoldings,ahydropower generator and supplier, for an undisclosed-sized stake

• TotalamountinvestedincludesUS$10m from Zhaoheng International

8

NEWS | news >>

ISSUE 6.8

• AteamfromZhongLunLawFirm’sShenzhen office served as PRC counselforZhaohengHydropoweron the equity raising

• Baker&McKenzieactedasthecompany’s international counsel

MIddle kInGdoM AllIAnCe ►CorporAtIon / pypo dIGItAl CoMpAny ltd pe 联投基金收购北京派普科技集团US$378m

firm: Latham & Watkinslead lawyers: DavidZhang,RobO’Shea,AllenWangClient:PypoDigitalCompany Ltd

• MiddleKingdomAlliance Corp acquired PRC Samsung mobile phone distributor, PypoDigitalCompanyLtd

• MiddleKingdomrelocatedtotheCaymanIslandsandrenameditselfPypoChinaHoldingsLtd.

ChInA poWer InveStMent ►CorporAtIon proJeCt fInAnCInG 中国电力投资集团融资山东核电项目

firm: Allbrightlead lawyers:LiXianming,ChenKeClient:ChinaPowerInvestmentCorporation project financing

• Shandong Haiyang Nuclear PowerProject is a major energy project within the state plan, following the Liaoning HongyanheNuclearPowerProject

• ProjectfinancingisuptoRMB300t.

• FinancecompanyChinaPowerInvestmentCoactedasthefinancial consultant

JoIn-Cheer SoftWAre Ipo ►久其软件受其公开上市US$31.9m

firm: V&TClient: Join-Cheer Software

• Join-CheerSoftwareCo,aBeijing-basedcomputer services provider, has received regulatoryapprovaltoraiseCNY218m(US$31.91m)on theShenzhenStockExchange, via share sale

| CHINA/CANADA |

ChInA InveStMent ►CorporAtIon / teCk reSoUrCeS ACqUISItIon 中投收购泰克资源公司US$1.5bn

firm: Toryslead lawyers:PhilipBrown, Michael Amm, Michael AkkawiClient:ChinaInvestmentCorporation

firm: Paul Weisslead lawyers: Matthew Abbott, Edwin MaynardClient: Teck Resources

firm: Stikeman ElliotClient: Teck Resources

• Over the past two years, CIC hasinvested in financial institutions like Visa,theBlackstoneGroupandMorganStanley with a total value of US$8.1bn

• Paul/WeissactedasUnitedStatescounsel and Stikeman Elliot acted as Canadian counsel

| CHINA / HONG KONG |

AMBer enerGy Ipo ►琥珀能源香港上市US$2.19bn

firm: Jones Daylead lawyers: Alex Zhang,BarbaraMokClient: Amber Energy

Firm:DLAPiper

lead lawyers: Liu Wei,EstherLeungClient: Piper Jaffray Asia Securities

• AmberEnergy’sHK$166mIPOonHKSE’sMainBoardwas 1247 times oversubscribed, the fourth most over-subscribedinHKSE’shistory

Soho ChInA ConvertIBle ►BondS ISSUAnCe SOHO中国在香港发行可转债US$359m

firm: Zhong Lun Law Firmlead lawyers: Zhang Xuebing, HaoHanClient:SOHOChina

• SOHOChinais the biggest property developer in Beijing'sCBD

• GoldmanSachs,Morgan Stanley andUBSAGacted as joint bookrunners for this listing

• Despitehavingin-houselegalcounsel, Zhong Lun Law Firm has beenSOHO’slong-servingfirm.ItadvisedSOHOonitsUS$1.68bnIPOlistinginHongKongtwoyearsago

hSBC BAnk (ChInA) rMB ►Bond ISSUAnCe 汇丰中国发行人民币债券US$140m

firm: LinklatersClient:HSBCBank

firm: Clifford Chancelead lawyer: ConnieHengClient: Joint lead managers

• HSBCwasoneofthefirstforeignbanks to be given permission at the end of May 2009 by State Council to issueRMBbondsinHongKong

David ZhangLatham & Watkins

Alex ZhangJones Day

Liu WeiDLA Piper

Zhang XuebingZhong Lun

Connie HengClifford Chance

“The success of this IPO is another stride towards a thriving clean energy market in China, a priority sector with vast opportunities for many investors in China today”

Liu Wei, dLa PiPeR

NEWS | news >>


• Bondswereissuedthroughtheirmainland subsidiaries

• BankofEastAsiahasalsoreceived permission to issue

BAnk of eASt ASIA rMB ►Bond ISSUAnCe 东亚银行发行人民币债券US$146m

firm: JunZeJunlead lawyers: Li Yubo,JiangDeyuanClient:BEA

firm: Sidley Austinlead lawyer: TimothyLiHuantingClient:BEA

firm: Simmons and Simmonslead lawyers:SauWing,KevinTongClient: Joint bookrunners

• BankofEastAsiaisoneofthePRC’sfirst foreign-invested banks who has issuedRMBbondstoretailinvestorsinHongKong

ChInA InveStMent ►CorporAtIon / CItIC CApItAl ACqUISItIon 中国投资有限责任公司收购中信资本

firm: Shearman & Sterlinglead lawyer: Lee EdwardsClient:CIC

firm: LinklatersClient:CIC

firm: Baker & McKenzieClient: CITICCapital

firm: Richards ButlerClient:CITICGroup

• ThetransactionissubjecttotheapprovaloftheHongKongSecurities and Futures Commission.

• Itisexpectedtocloseinthefourthquarter of 2009

• CICwasestablishedinSeptember 2007 with US$200bn of assets under management

yoUr Month At A GlAnCe (Cont) ►

Firm Jurisdiction Deal name Value ($USm) Deal type

paul Weiss China / Canada CIC / teck resources acquisition

1,500 M&A

purrington Moody Weil China olympus Capital investment in Zhaoheng hydropower

57.5 pe

richards Butler China export-Import Bank of China/ Aerdragon Aviation partners loan facility

230 finance

China/ hong kong CIC / CItIC capital acquisition n/A M&A

run Ming China export-Import Bank of China/ Aerdragon Aviation partners loan facility

230 finance

Japan / China Inner Mongolia wind farm financing 48.9 project finance

Shearman & Sterling China/ hong kong CIC / CItIC capital acquisition n/A M&A

Sincere partners China your-Mart A-share Ipo 142 equity market

Sidley Austin US/ hong kong nine dragons paper tender offer for Senior notes due 2013

300 debt Market

China MAn Group / Sinotruk acquisition

790 M&A

China / hong kong Bank of east Asia bond issuance 146 debt Market

Simmons & Simmons China / Japan Inner Mongolia wind farm financing 48.9 debt Market

China / hong kong Bank of east Asia bond issuance 146 debt Market

Stikeman elliott Canada CIC / teck resources acquisition 1,500 M&A

tian yuan China everbright Securities Ipo 1,600 equity Market

trend Associates China / Malaysia xingquan International Sports Ipo 47 equity Market

torys China / Canada CIC / teck resources acquisition 1,500 M&A

v&t China Join-Cheer Software Ipo 31.9 equity Market

White & Case hong kong Sre Group tender offer and consent solicitation n/A debt Market

Wong Beh & toh Uk / China / Malaysia

xingquan International Sports Ipo 47 equity Market

Uk / China / Malaysia

Multi Sports Ipo 16.4 equity Market

Zhong lun law firm China olympus Capital investment in Zhaoheng hydropower

57.5 pe

China / hong kong Soho China bond issuance 359 debt Market

Zhong yin China Sichuan expressway Ipo 264 equity Market

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

Timothy Li HuantingSidley Austin

Lee EdwardsShearman & Sterling

10

NEWS | news >>

ISSUE 6.8

| CHINA/ JAPAN |

Inner MonGolIA WInd fArM ►fInAnCInG 内蒙古风力发电场项目获银团贷款US$48.9m

firm: Capital AssociatesClient:TheAsianDevelopmentBank

firm: Norton RoseClient:TheAsianDevelopmentBank

firm: Milbank Tweedlead lawyer: Jeff LaymanClient: Japanese sponsors

firm: Run MingClient: Japanese sponsors

firm: Simmons & SimmonsClient:Datang

firm: Momo-o Matsuo & NambaClient: Sumitomo Corporation

firm: Atsumi & PartnersClient:KyushiElectric

• TheAsianDevelopmentBank(ADB)andtheIndustrialandCommercialBankofChina(ICBC)willprovideamulti-trancheRMBfinancing,valuedat US$48.9m, to a wind farm in InnerMongolia

• ThefarmwillbedevelopedandoperatedbyDatang,SumitomoandKyushuconsortium

• Thiswasanoveldealstructuredas a local currency financing under parallelfacilitiesprovidedfromADBandICBC,supportedbylimitedshareholder guarantees

| CHINA / MALAYSIA / UK |

xInGqUAn InternAtIonAl ►SportS holdInGS Ipo 星泉鞋材马来西亚上市US$47m

firm: Conyers Dill & Pearmanlead lawyers: Janice Oh, Stacie SeethoClient: Xingquan

firm: DLA Piperlead lawyer: Jeffrey MakClient: Xingquan

firm: Wong Beh & Tohlead lawyers:CynthiaToh,WongTatChungClient: Xingquan

firm: Trend Associateslead lawyer:LiaoKaizhanClient: Xingquan

• XingquanInternationalSportsHoldings,incorporatedinBermuda,isa sports-shoe manufacturer based in Jinjiang.

• ItisthefirstforeigncompanytobelistedonBursaMalaysia

“Recent changes introduced by Bursa Malaysia have made it easier for foreign companies to list their shares in Malaysia”

Kung WHooi Ping, ConyeRs diLL & PeaRman

MUltI SportS holdInGS Ipo ►华运控股马来西亚上市US$16.4m

firm:ConyersDill&Pearmanlead lawyer:KungWhooiPhing

Client:MultiSportsHoldings

firm: Wong Beh & Tohlead lawyer:WongTatChungClient:MultiSportsHoldings

firm: Grandall Legal Grouplead lawyer:DavidShenClient:MultiSportsHoldings

firm: Gallant YT Ho & Colead lawyer:DavidShenClient:MultiSportsHoldings

• MultiSportsisaverticallyintegrated company which is able to process raw materials and manufacture components required in shoe sole production, as well as develop and design in-house shoe soles

| US / HONG KONG |

nIne drAGonS pAper tender ►offer for SenIor noteS dUe 2013 玖龙纸业债券回购US$300m

firm: Sidley Austinlead lawyers: Matthew Sheridan, JasonKuo,Constance ChoyClient:NineDragonsPaper

• JasonKuoandMatthew Sheridan led the team which advised on United States law while partner Constance Choy led theteamwhichadvisedonHongKonglaw

• ThiswasthethirdtimethattheSidley team has represented long-standingclient,NineDragons,onasignificant capital markets matter

| HONG KONG |

Sre GroUp tender offer ►And ConSent SolICItAtIon 上置集团回购优先票据

firm: White & Caselead lawyers: Anna-Marie Slot and Ray SimonClient: Sole dealer and manager

• SREGroupisa real-estate development company, specialising in property

and land development and building construction.Itsrealestatebusinessisconcentrated in Shanghai

poly (honG konG) ►InveStMentS top-Up plACeMent 香港保利投资完成新股配售US$102m

firm: Paul Hastingslead lawyers: Sammy Li, NeilTorpey, DavidGrimmClient: Poly Investments

• Poly(HongKong)InvestmentsLimitedisaPRCreal-estate developer

• CitigroupGlobalMarketsAsiaandBOCIAsiawerejointbookrunners

xInyU henGdelI holdInGS ltd ►top-Up plACeMent 新宇亨得利完成新股配售US$79m

firm: Paul Hastingslead lawyers: Sammy Li, NeilTorpey, DavidGrimmClient: Xinyyu Hengdeli

• XinyuHendeliisa watch retailer and distributor in the GreaterChinaregion

kWG property holdInG ltd ►top-Up plACeMent 合景泰富地产控股完成新股配售US$196m

firm: Paul Hastingslead lawyers: Sammy Li, NeilTorpey, DavidGrimmClient: Joint bookrunners

• MorganStanleyandCreditSuissewere the joint bookrunners in this transaction

• KWGisasecond-tierPRCpropertycompany focusing on mid-to high end segments of residential markets

Matthew SheridanSidley Austin

Anna-Marie SlotWhite & Case

Sammy LiPaul Hastings

Neil TorpeyPaul Hastings

David grimmPaul Hastings

mergermarket M&A deals update


NEWS | deals update >>

12

NEWS | analysis >>

ISSUE 6.8

AnAlysis >>

in a world that has never been more aware of climate change, law firms are now taking steps to reduce the carbon footprint and minimise

environmental impacts, as part of the sector’s input towards corporate social responsibility initiatives.

“There has been a sharp increase in public awareness and interest in the green energy sector,” said Baker & McKenzie partner, Beatrice Schaffrath, who is co-head of the firm’s environmental and climate change practice in China.

“Law firms are increasingly aware of climate-change issues, from a business perspective as well as a day-to-day operational perspective.”

Baker & McKenzie’s offices have put in place a number of environmentally-focused initiatives, including increased use and collection of recycled materials; an energy efficiency program with a focus on energy conservation and smarter use of electricity and equipment; and participation in environmental conservation activities like tree-planting days.

“Another substantive impact that law firms can have is in using their legal skills to assist with the development of best practices globally, in policy formation, in the establishment and framing of regulatory responses, and in establishing market mechanisms,” Schaffrath stated.

Driven by government policies to tackle climate change, the green technology industry is burgeoning, attracting billions of dollars of investments. Law firms have been

increasingly busy with projects and transactions in this sector. Firms are becoming part of a driving force making the green energy revolution a business reality.

Over the past 18 months, a majority of the leading transactional firms have reported significant increases in instructions relating to green energy, ranging from solar power, wind farm and hydroelectric to clean development mechanism (CDM) projects.

“There is definitely an increase in renewable energy investment, mostly driven by the government being very proactive in this area,” said Gide Loyrette Nouel’s Beijing senior associate, Sarah Stokoe.

“Part of the US$586bn economic stimulus plan announced last year will be directed at renewable energy projects including wind and solar power, so it’s an exciting time for those involved in the sector.”

Baker’s Schaffrath has acted on many green energy sector projects and transactions, and holds a more measured perspective on development of the practices.

“Investor interest in the sector has been high, but those investors are often challenged by the ROI aspects of the green energy projects they are considering,” Schaffrath stated.

“In the past we have seen a steady and progressive increase in investor interest, driven in large part by the enhanced financial prospects of a project which is, or has the potential to be, a project certified pursuant to the CDM under the Kyoto Protocol.

Greener futures now the flavourpioneering the way forward to a low carbon economy, environmental lawyers and climate change practices are the latest “must have” for any self-respecting modern law firm.

ReCeNt GReeN DeALSAMBer enerGy honG konG Ipo ►value: US$2.19bn

firm: Jones DayClient: Amber Energyfirm: King & WoodClient: Amber Energyfirm: Conyers Dill & PearmanClient: Amber Energyfirm: DLA PiperClient: Piper Jaffrayfirm: Jingtian & GongchengClient: Piper Jaffray

TheHongKongIPOofAmberEnergy,aZhejiang-based•clean energy company, was 1247 times oversubscribed, thefourth-mostoversubscribedIPOinHKSE’shistory

GCl-poly enerGy ACqUISItIon of JIAnGSU ►ZhonGnenGvalue:US$3.4bn

firm: Freshfields Bruckhaus DeringerClient:GCL-PolyEnergyfirm: Hogan & HartsonClient:GCL-PolyEnergyfirm: Milbank, Tweed, Hadley & McCloyClient: Jiangsu Zhongnengfirm: Paul HastingsClient: sellers

HongKong-listedGCL-PolyEnergy,aleading•integrated green energy company, acquired Jiangsu ZhongnengPolysiliconTechnologyDevelopment,aworld-leading supplier of polysilicon and wafers to companies operating in the solar industry

olyMpUS CApItAl InveStMent In ►ZhAohenG hydropoWervalue: US$57.5m

firm: Baker & McKenzieClient:ZhaohengHydropowerfirm: Zhong LunClient:ZhaohengHydropowerfirm: PurringtonClient: Olympus Capital

Olympus Capital led the investment • in Zhaoheng HydropowerHoldings,ahydropowergeneratorandsupplier in China, for an undisclosed-sized stake.

Inner MonGolIA WInd fArM fInAnCInG ►value: US$48.9m

firm: Capital Associates, Norton RoseClient:TheAsianDevelopmentBankfirm: Milbank Tweed, Run MingClient: Japanese sponsorsfirm: Simmons & SimmonsClient:Datangfirm: Momo-o Matsuo & NambaClient: Sumitomo Corporationfirm: Atsumi & Partners

Client:KyushiElectric

Noveldealstructuredasalocalcurrencyfinancing•underparallelfacilitiesprovidedfromADBandICBC.

ISSUE 6.812

NEWS | analysis >>


律所把握绿色机遇气候变化以及绿色能源已成为当前经济发展的热点。诸多律师事务所不仅

在日常运营过程中采取各种各样节能环保措施，同时也逐渐成为推动中国绿色经济发展的一支重要力量。

贝克•麦坚时合伙人兼中国市场环保与气候变化业务联合主管 Beatrice Schaffrath 表示：“在中国，公众对绿色能源领域的关注度骤增。律师事务所也越来越多的关注气候变化问题，既有业务角度的考虑，也有日常经营方面的考虑。”

贝克•麦坚时律师事务所中国办事处采取了多项节能环保措施，其中包括可回收材料的回收利用和收集措施，注重办公设备的节能和增效，以及参与植树节等环保活动。

Schaffrath 认为：“律师事务所可利用法律专业知识，协助制定适用于全球的最佳实践守则，参与制定监管法规的框架建立，以及协助建立市场机制，从而在环保领域发挥重要影响力。”

在政府应对气候变化的政策推动下，中国的清洁能源技术行业蓬勃发展。2008年里针对绿色能源的投资超过156亿美元，比2007年上涨18%，其中投资最活跃的仍然是风能发电和生物燃料项目。目前，中国已跃居成为世界第二大风能市场。此外，中国还是世界上最大的太阳能光伏设备制造者。

过去18个月以来，尽管受到全球金融危机影响，律师事务所仍然受到众多客户委托，协助他们在绿色能源领域里的投资和融资活动。该新兴领域已成为一批律所业务收入增长的主要动力。”

Business goes green In recent months, mainland-based clean energy companies have been the shining lights in a relatively quiet market, compared to a year ago. A number of companies have raised capital through an IPO or private placement, while some have completed M&A deals.

Zhongjiang-based clean energy company, Amber Energy, recently completed its public offering and share placement in Hong Kong. Its IPO was hugely oversubscribed, making it the fourth-most oversubscribed offering in the history of the HKSE. “The success of this IPO is another stride towards a thriving clean energy market, a priority sector with vast opportunities for many investors today,” said DLA Piper’s head of capital markets practice, Liu Wei.

Shanghai-based Comtec, a leading solar silicon material manufacturer, is reportedly going to raise US$150m from its IPO, scheduled for the end of 2009. And in July, Hong Kong-listed GCL-Poly Energy, a leading integrated green energy company, acquired Jiangsu Zhongneng Polysilicon Technology Development, which is one of the world’s leading suppliers of polysilicon and wafers to companies operating in the solar industry.

Upon completion of the US$3.4bn acquisition GCL-Poly will become the first Hong Kong-listed large-scale polysilicon manufacturer, and one of

the five largest polysilicon suppliers in the world. “There is no question that there will be a consolidation in the solar power industry generally,” said partner and head of Milbank’s global securities group, Douglas Tanner.

He led the team that represented the target company. “In addition to mergers and acquisitions, we would expect there will be issues of intellectual property and lots of finance work as the industry expands.”

Leading domestic firms have also recognised the opportunities in the green energy market, particularly those firms who have worked closely with investment banks and private equity and venture capital funds. Zhong Lun recently teamed up with Baker & McKenzie and advised Zhaoheng Hydropower in its US$57.5m capital raising, led by Olympus Capital Holdings Asia.

The firm has gained tremendous exposure by simply following the footprint of its investment bank and private equity clients. “Affected by the global financial crisis, PE investors are more cautious in doing deals,” said Zhong Lun partner, Gong Lefan.

“However, we have seen an increase in investor activities and deal flows in recent months. [The] green energy sector has certainly been gaining lots of attention.” Gong attributes the investment momentum in the sector to recent government policy initiatives

and the stimulus package, as well as the rise of domestic clean energy and technology companies.

“Investment in this sector not only makes [a] positive impact on the environment and economy, but also makes perfect business sense. Not surprisingly, PE and venture capitalist investors and investment banks have tremendous interest in it,” Gong said.

Global Law Office is another firm that has experienced a sharp increase in the volume of investment in the green energy sector. The firm has represented CDH with its investment in LDK Solar, which completed its IPO on the NYSE. The firm also acted for New Horizon with its investment in Gold Wind Technology, who also completed its public offering on the Shezhen Stock Exchange.

The firm is currently involved with ET Solar’s IPO plan. “Green energy projects are very popular in the capital markets, and we expect related work to become a more important part of our firm’s practice,” says Global Law Offices’ partner, George Niu.

The central government reaffirmed its commitment to creating a “green energy path to prosperity”. The government announced in May that it will invest more than RMB2tr in renewable energy sources, as part of its new energy industry stimulus plan. So demand for legal expertise in relevant areas will definitely rise.

NEWS | analysis >>

14

NEWS | analysis >>

ISSUE 6.8

PRC firms to ride the merger and acquisition surge

signs of activity picking up have been apparent for many firms in the past six months, with a number of PRC firms the largest

beneficiaries of the market rebound.Beijing-based

Commerce & Finance Law Offices and DeHeng Law Offices have climbed to the head of the Asia-Pacific (ex Japan) M&A legal advisory league table, by value. This is the first time that a PRC firm has topped a league table board.

According to research from independent intelligence service Mergermarket, in the first half of 2009 these two firms have advised on US$20bn and US$19bn worth of deals, respectively. The firms have taken the top two spots in the H1 2009 Asia-Pacific (ex Japan) M&A league table.

Haiwen & Partners, the only other PRC firm in the rankings, is in 19th place by volume, having advised on eight deals worth US$4.6bn.

Mergermarket’s league tables show there were 462 deals announced in Q2 2009, which is over 11% more than in the previous quarter.

It seems the downward trend in activity seen in the past five quarters in the region may have come to an end. The strong performance of PRC firms owes

much to bustling M&A activity in China. Global share in H1 2009 has increased to 8.3% by value and 7.4% by volume, up from 5.8% and 5.4% respectively, in 2008.

Domestic demand is driver The largest 10 deals in the Greater China region announced in the first six months of 2009 involved a local bidder or acquirer. This shows that domestic companies are now the major M&A deal-makers, not only at home but overseas.

Shanghai listed China Yangtze Power’s plan to acquire US$15.8bn worth of assets from its parent company, China Three Gorges Project Corporation, is one of the biggest asset restructurings in the local capital market. DeHeng Law Offices is the sole legal advisor to China Yangtze Power.

“With China’s economy continuing to grow sturdily and leading the global market recovery, major domestic companies will keep pursuing major deals across a range of sectors, including natural resources, renewable energy and high technology,” chief global partner, Wang Li, said

While some foreign-client-oriented law firms have seen a decrease in instructions for M&A transactions over the past year, this firm has enjoyed solid growth. As a well-established and trusted advisor to many large state-owned and private domestic enterprises, M&A practise has become an important part of business, according to Wang.

Wang Li DeHeng

AnAlysis >>基德律师事务所北京办事处高级律师 Sarah Stokoe 表示：“可再生能源领域的投资的确在不断增加，政府的积极推动和鼓励性政策是最主要的推动因素。去年宣布的5860亿美元经济刺激计划中，将有一部分资金投向可再生能源项目，包括风能和太阳能，因此，该领域的相关企业将迎来难得的发展机遇。”

Beatrice Schaffrath 曾参与中国绿色能源领域的多个项目和交易，她对该领域的业务发展前景有更为具体的判断。她表示：“投资者对绿色能源领域的关注度较高，但绿色能源项目的投资回报率往往令投资人举棋不定。”

“过去几年里，我们发现投资人对绿色能源领域的关注度稳步提升，其中最主要的推动因素为，如某一项目通过《京都议定书》的清洁发展机制认证或有可能通过认证，则该项目将具有良好的投资回报前景。”

绿色交易可令环境和产业同时获益近几个月以来，大陆的清洁能源公司在资本市场领域十分活跃，表现引人注目。很多公司通过 IPO 或私募股权筹集资本，有些则完成了并购交易。

浙江的琥珀能源近期在香港完成上市和股票发售。其 IPO 的认购量超出发行量数倍，成为香港联交所历史上超额认购倍数位列第四的股票。欧华中国资本市场业务负责人刘巍表示：“此次 IPO 的成功表明，中国的清洁能源市场又向前迈出一大步，这个市场领域可为中国投资人创造巨大商机。”

总部位于上海的卡姆丹克(Comtec)是领先的太阳能硅原料生产商，计划于今年年底通过 IPO 融资1.5亿美元。

今年7月，香港上市的中国领先综合绿色能源公司保利协鑫能源收购江苏中能硅业科技发展有限公司，该公司为多晶硅和晶片的全球领先供应商之一。此次价值34亿美元的收购完成后，保利协鑫能源将成为首个香港上市的大规模多晶硅生产商和全球五大多晶硅供应商之一。

美邦律师事务所合伙人兼全球证券业务部主管 Douglas Tanner 带领团队作为江苏中能的法律代表参与此项交易，他表示：“毫无疑问，无论对全球太阳能行业还是中国市场而言，企业整合是大势所趋。我们预计，除并购外，随着行业的发展，还将催生更多知识产权问题和融资业务。”

中国领先的本土律师事务所亦充分认识到绿色能源市场的机遇，与投资银行、私募基金和风险投资基金合作密切的律师事务所对绿色能源市场尤其关注。

中伦近期与贝克•麦坚时合作，参与泰山投资亚洲控股有限公司负责的融资项目，为兆恒水电融资5,750万美元。中伦合伙人龚乐凡表示：“在全球金融危机的影响下，私募股权投资人在中国参与交易时更为谨慎。不过，近几个月来，投资人活动和交易量均显著增长，绿色能源领域赢得广泛关注。”龚律师认为，绿色能源领域的投资推动因素包括：近期政府的政策措施和经济刺激方案，以及国内清洁能源和技术公司的崛起。

他表示：“对该领域的投资不仅会对环境和经济带来积极影响，还有助于形成理想的商业氛围。目前，私募机构、风险投资机构和投资银行均对该领域表现出巨大投资兴趣，应该在情理之中。”

环球律师事务所在该领域的风险/私募股权投资业务量亦出现强劲增长。该事务所曾作为鼎晖创业投资基金的法律代表，协助其投资在纽约证交所上市的赛维 LDK 太阳能公司，另外还作为新天域资本的法律代表，协助其投资在深交所上市的金风科技。环球目前正参与中盛光电的 IPO 计划。

环球律师事务所合伙人牛振宇表示：“绿色能源项目备受资本市场欢迎，我们预计，与绿色能源相关的工作将成为事务所业务的重要组成部分。”

中央政府在5月曾宣布，作为“新能源行业刺激计划”的组成部分，将向可再生能源领域投资2万亿以上，进一步表明致力于推动新能源行业发展的决心。相关领域市场对法律服务的需求无疑也将会继续激增。

m&a practices in legal firms are powering up in a big way for the expected increase in work, ALB china reports

NEWS | analysis >>


Total revenue proportion for this work increased by 20%, over the same period last year. “The country is undergoing a significant readjustment of its industrial structures, and the large-scale state-owned enterprises are undertaking major restructurings and consolidations. This market evolution has created strong demand for M&A legal services,” Wang said.

DeHeng Law Offices has developed a strong M&A practice group, growing in line with the market, having more than 10 partners and over 100 lawyers headed up by Wang. The practice group has been involved in major and complex M&A transactions in recent years. Deal highlights include advising China Resources on its acquisition of China Worldbest Group; Shell China’s acquisition of Tongyi Petroleum Chemical; and FAW Group’s acquisition of Tianjin Automotive Xiali.

Recently DeHeng Law Offices assisted the financial services conglomerate Ping An Insurance, in its acquisition of Shenzhen Development Bank. “We believe that PRC firms will become increasingly dominant in Greater China’s M&A market – it is an inevitable trend,” Wang stated.

“The global financial crisis sweeping through the world has had a profound impact on many economies. But China’s fast recovery, ahead of [the] global economy has triggered a new, phenomenal M&A wave, led by domestic companies. The emergence of PRC firms is a natural progression, as they actively assist many notable transactions to successful completion.”

The US$2.6bn merger between China Eastern Airlines and Shanghai Airlines is the latest manifestation of the current M&A phenomenon. Although China Eastern is listed on the HKSE, the company’s general counsel, Guo Junxiu, sought out leading firm Commerce & Finance Law Offices for the work. Shanghai Airlines turned to its legal advisor Fangda & Partners for advice.

“PRC firms have learnt a lot from their international counterparts in past years, and have made impressive progress in handing large, complex M&A transactions,” said Gao Yang, who is a partner with Fangda.

“Firms will increasingly play a lead role in transactions that have major PRC elements.”

leAGUe tABle - leGAl AdvISerS to ASIA-pACIfIC (ex JApAn) M&A: vAlUe ►Y/E 2008

H1 2009

Legalfirms

Value (US$m)

Deal count

41 1 Commerce and Finance Law Offices 20,248 4

N/A 2 DeHengLawOffices 19,171 5

16 3 Mallesons Stephen Jaques 17,793 22

1 4 Linklaters 16,540 12

6 5 Allens Arthur Robinson 15,256 8

22 6 SimpsonThacher&Bartlett 13,923 4

17 7 FreshfieldsBruckhausDeringer 13,899 18

13 8 JohnsonWinter&Slattery 13,591 3

19 9 Clifford Chance 12,867 13

39 10 Wachtell,Lipton,Rosen&Katz 12,828 2

(Source: Mergermarket)

It’s erroneous to assume that going forward, international firms will have a smaller share of the merger and acquisition transactions involving local businesses and companies.

However, by looking at the league deals table listed above, the rise to power of PRC firms is both exceptional and eye-catching.

众多市场研究机构近期发布的统计资料表明，国内并购市场正在逐步走出低谷开始复苏。虽

然外资并购数量明显减少，但是国内公司之间的大型并购项目的数量、规模以及复杂程度却在明显增加。一部分中国律所成为市场回暖的最大受益者。

据Mergermarket统计，在2009年上半年，通商和德恒分别代理了总价值达200亿美元和190亿美元的并购交易。两家律所分列Mergermarket 2009上半年年亚太地区（日本除外）并购排行榜（按金额）的前两名。排行榜中其他唯一一家中国律所海问律师事务所，按数量排名第19位。该所代理了八项交易总价值达46亿美元。

Mergermarket数据还显示，2009年第二季度亚太地区（日本除外）共宣布462项交易，与前一季度相比上升11%。过去5个季度该地区所呈现出的下降趋势似乎已经结束。中国律所的强劲表现在很大程度上归功于中国地区并购交易的活跃，2009年上半年其全球所占份额按总额和数量计算，分别从2008年的5.8％和5.4％增加到了8.3％和7.4％。

国内并购市场复苏，中国律所领跑过去六个月来，国内律所在并购项目中日益重要的作用逐步显现。沪市上市的中国长江电力计划从母公司 – 中国三峡工程开发总公司手中收购价值158亿美元的资产，成为中国国内资本市场规模最大的资产重组交易。总部位于北京的德恒律师事务所担任中国长江电力的唯一法律顾问。

德恒首席全球合伙人/主任王丽博士表示：“我们确信中国律所在大中华并购业务所占市场份额会持续增加。冠亚军的出现我们认为有一定的偶然，但必然是趋势，原因在于过去的一段时期，席卷全球的金融危机深刻影响了各国的经济，中国经济率先复苏引领了中国企业大规模并购局面（包括境内企业间的重组以及跨境收购）的出现，中国律所自然就表现得相当活跃，并成功协助了一批令人瞩目的交易顺利完成。” 与上年同期相比，德恒的并购业务在全所业务中比重提升了近两成。王律师指出造成这种变化的主要原因在于随着国家进行产业结构调整和大型国有企业的重组和整合，客观上客户对并购业务的法律服务需求逐步增加。

中国律所分享并购盛宴德恒的并购律师团队也与并购市场的发展保持同

步。该团队由王律师亲自带领，目前已有十多位合伙人及近百名专业律师组成。几年来，该团队在众多大型并购项目中扮演了重要角色，其中包括长江电力系列并购项目、电监会920项目、华润重组华源等项目、壳牌收购统一润滑油项目，以及正在进行的中国平安收购深发展项目。王律师表示：“伴随中国经济总量的继续上升以及中国在全球经济复苏过程中的重要作用，国内企业会在很多领域继续主导一些大型的并购项目，比如资源型、环保型以及高科技领域。德恒已将并购业务作为未来发展的重点之一，也将继续扩大该团队的规模。”

王律师还表示，在大型跨境并购交易中，既涉及到中国法律问题，也涉及到境外的法律问题。由于执业辖区的不同，中国律师和外国律师在此类交易中既存在合作也存在一定的竞争。过去跨境并购交易往往由外方主导，因此外国律师在此类交易中也成为法律问题解决方案的组织者或者执行者。但是随着中国经济的发展，国内企业也对跨境业务有了深入的了解，包括一些大中型企业考虑前往境外进行并购活动，这样就对境内律师提出了更高的要求。在很多跨境并购交易中，国内律师在交易结构设计、文件起草、参与谈判、以及协助交割方面逐渐起到了重要甚至是主导作用。

中国东方航空与上海航空之间价值26亿美元的重大重组合并项目是当前中国国内并购市场繁荣的最新印证。尽管中国东方航空在香港联交所上市，公司总法律顾问郭俊秀仅委托中国领先的通商律师事务所参与此项重大交易。上海航空则指定长期法律顾问方达律师事务所提供顾问服务。

方达律师事务所合伙人高旸表示：“在过去与国际所合作的过程中，中国律所从国际所学到了很多经验，处理大规模复杂并购交易的能力和专业水平已显著提升。在涉及主要中国元素的并购项目，中国律所将逐渐起到主导作用。” 目前，方达也在中国平安收购深发展项目中代表新桥资本。

毋庸置疑，外资并购和跨境交易将逐步恢复正常，国际律师事务所在涉及中国的跨境项目中仍将占有重要地位。但是，近几个月来中国律师事务所在大型并购项目中的表现确是格外引人注目。

16

NEWS | analysis >>

ISSUE 6.8

AnAlysis >>

The Labour Contract Law introduced on 1 January 2008 affects employers across all industries in the nation, but

it is also having a significant impact on law firms’ practices. According to the Supreme People’s Court, 280,000 labour disputes were filed in 2008 – an increase of 93.9% compared to 2007.

The surge in the number of law suits means the need for PRC employment law specialists is also on the upswing. Procter & Gamble, a Fortune 500 company operating in China for more than 20 years, is one of many companies that have adjusted to be in line with the new legislation. The company’s in-house department has taken on an increasing amount of employment-related work.

P&G’s associate general counsel for Greater China and a specialist in employment law, Benny Chen, said the new law has made the company rethink its policies. The multinational company now exercise even stricter controls over termination decisions.

Chen and his in-house team have also completed training to deploy the new legislation to the whole organisation – including manufacturing plants – to ensure compliance.

Even with these stringent practices in place, the company has seen a 30% increase in labour disputes. As some cases involve complicated issues that have never been tested in court before, Chen will sometimes engage external legal advisors to assist.

Beijing’s Fangda Partners and Guangzhou Guangda, who are both firms with leading employment practices, have represented P&G in labour litigation cases.

“As a result of the increase in labour disputes, we have had to outsource some of the work to law firms,” Chen said.

New practicesIn response to demand for legal advice, many international and domestic firms are bucking up their PRC employment practices by expanding their teams. “Obviously, the enactment of the new law creates new opportunities for legal

companies are facing increases in employment disputes since new labour laws were introduced, so law firms are beefing up their employment practices to meet the expected demand for services

Employment disputes rise while firms profit

service providers, “ said Zhou Lihui, a PRC employment lawyer who recently joined JSM Mayer Brown.

“Before the new law was promulgated, we mostly dealt with documentation and other small aspects of employment law. In late 2007, there was an influx of clients that came in asking us to review their employment contracts before the official enactment of the new law,” Zhou stated.

NEWS | analysis >>


A number of lateral hires made by international firms recently show how employment practices are heating up. In the past few months, JSM Mayer Brown hired foreign counsel Zhou Lihui from Minter Ellison; DLA Piper snared former Minter Ellison partner Pattie Walsh and senior associate Alison Smith; and Minters appointed Winnie Ng to fill this vacancy.

Chairman and partner of Minter Ellison’s Hong Kong office, Fred Kinmoth, said “given the growing trend of employment disputes, we see the need for talented lawyers, with a strong understanding of the employment landscape in both Hong Kong and PRC, to lead the practice.”

Leading domestic firms, such as Jun He Law Offices and Grandall Legal Group, are experiencing more significant increases in work than their international counterparts.

“Before the enactment of the new law, we were dealing with a steady flow of employment-related matters, but since the new law we have witnessed a rapid growth in cases, particularly in labour disputes,” said Jun He Law Offices partner, Wang Dongpeng.

“The majority of these cases concern wrongful termination and underpaid salaries. More clients need help to accurately understand the law and what they should do in compliance, as it is complex and rather ambiguous. With this trend, there is definitely an ongoing need for more employment specialists.”

劳动雇佣业务随纠纷激增升温新《劳动合同法》的施行，不仅为全国各行业的

雇主带来普遍影响，对律师事务所的业务也有重要影响。据最高人民法院透露，2008年劳动纠纷案达280,000宗，较之2007年增加93.9％。法律诉讼的激增表明，市场对中国劳动雇佣领域法律专业人士的需求不断增加。

作为全球500强公司，宝洁在中国已有20多年经营历史，该公司诸多其他公司一样，都依据全新法律对管理制度进行调整。宝洁中国分公司的内部法律部门正着手应对不断增加的劳动雇佣相关工作。宝洁大中华区助理法务总监Benny Chen是劳动雇佣法律专家，他表示，全新劳动法促使宝洁重新设计管理制度，目前对裁员决定执行更为严格的控制。Chen及其内部法律团队还进行大量培训工作，推动新法律在整个企业内部得到贯彻，确保制度和运营合规。

不过，尽管采用更为严格的管理制度，自新劳动法通过以来，宝洁面临的劳动纠纷仍增加30％。由于部分诉讼案例涉及多方面的复杂问题，无以往庭审经验可借鉴，Chen有时会聘请外部法律顾问，帮助公司解决问题。北京方达和广州广大均是劳动雇佣领域的领先事务所，曾代表宝洁受理诉讼案件。他表示：“由于宝洁内部劳动纠纷不断增加，我们不得不将部分诉讼工作外包给律师事务所。”

为应对该领域激增的法律顾问服务需求，诸多跨国事务所和本土事务所均扩大业务团队，把握中国劳动雇佣业务的机遇

近期加入孖士打律师行的中国劳动雇佣律师周黎辉表示：“显然，新法律的施行为法律服务机构带来全新业务机会。新法律颁布之前，我们的工作主要是合同编写和以及与劳动雇佣法相关的细枝末节的工作。2007年末，在新劳动法正式施行之前，开始有大量客户要求我们协助审查劳动雇佣合约。”

近期，跨国事务所进行诸多横向招聘，充分印证大中华地区劳动雇佣业务升温。过去数月内，孖士打吸引铭德的外国顾问律师周黎辉加盟，欧华挖走铭德合伙人 Pattie Walsh 和高级律师 Alison Smith，铭德则任命 Winnie Ng 填补职位空缺。

铭德香港办事处合伙人兼主席 Fred Kinmoth 表

示：“鉴于劳动雇佣纠纷不断增加，我们需要在中国和香港地区的劳动雇佣领域拥有丰富经验的高水平律师，为雇主提供优质服务，带领业务发展。”

君合和国浩等领先的本土事务所的业务增长势头更是超出跨国事务所。君合律师事务所合伙人汪东澎表示：“新劳动法颁布之前，我们的劳动雇佣相关业务量相对稳定，自新法颁布之后，该领域的诉讼案件快速增长，其中劳动纠纷领域尤其突出。新增案件主要涉及不当解聘和拖欠薪金。”

汪东澎补充道：“由于新劳动法内容复杂，很多条款内容模糊，越来越多的客户需要我们的帮助，从而准确了解新法律的要求，确保管理制度合规。在该趋势的影响下，市场对劳动雇佣法律专家的需求无疑将持续增加。为有效应对市场需求，我们的劳动雇佣业务团队规模已增加三分之一。”

国浩外国顾问律师 Gregory Sy 对汪东澎的观点表示赞同，但他同时补充道，新劳动法的颁布并非导致业务增加的唯一原因，雇主对合法雇佣制度的重视程度增加亦是业务增长的推动因素。

热度不减的争论新劳动法颁布20个月后，国内对这部法律的争论依然热度不减。新法颁布后，引发法律界对其最终目标的争论，争论内容包括其制约目标为跨国企业还是国内企业，其时间安排和执行力度是否考虑中国抵御全球金融危机的能力。

周律师表示：“我认为，该法律没有考虑到经济低迷的趋势，没有体现中国当前的经济现状。在当前时期，该法律对企业发展的负面影响尤为突出。”

Chen 对周的观点表示赞同，他认为，在全球金融危机的背景下，新劳动法对经济的影响毫无裨益。随着经营成本增加，大量企业无法克服资金缺乏的难题，被迫关闭。在新劳动法和全球金融危机的共同影响下，中国经济发达地区出现大量工厂倒闭。

新劳动法对未来行业交易的影响亦十分深远，对并购交易的影响尤其重大，原因在于，雇佣责任和持续义务将成为收购方格外慎重考虑的问题。随着法律的不断完善，律师事务所将继续巩固劳动雇佣业务团队，以应对持续增长的客户需求。

Henry Xiao From: Zhong LunTo: Jade & FountainLocation: Shanghai

Pattie WalshFrom: Minter EllisonTo:DLAPiperLocation:HongKong

Alison SmithFrom: Minter EllisonTo:DLAPiperLocation:HongKong

Zhou LihuiFrom: Minter EllisonTo:JSMMayerBrownLocation:HongKong

Winnie NgFrom:Baker&McKenzieTo: Minter EllisonLocation:HongKong

Wang added “to effectively handle this demand, our employment team has grown [by] a third of its previous size.”

This view has been echoed by Gregory Sy, foreign counsel at Grandall’s, but he said that expansion is also a result of an increased awareness on the part of employers regarding the importance of having proper employment policies.

Legal controversyThe Labour Contract Law continues to generate controversy in the nation, over 18 months after it was enacted. The law has triggered ceaseless debates about its intended target – multinationals or domestic companies – and whether the timing and level of enforcement took into consideration China’s level of “immunity” to the global financial crisis.

“I think the law failed to take into consideration the economic downturns, it does not reflect what the current

economic circumstances [are] and it does compromise enterprises, especially at this time,” JSM Mayer Brown’s Zhou stated.

P&G’s Chen agreed, saying the law has had unhelpful consequences throughout the financial crisis. As the costs of operating businesses increase, many cannot cope with the lack of funds and are forced to shut down.

The labour law, paired with the global downturn, has contributed to the exodus of thousands of factories within the economic regions of the country.

The new law also has far-reaching consequences for future transactions, particularly in M&A deals where employment liabilities and continuing obligations become a greater concern for acquirers.

As labour laws develop, legal firms will strengthen their employment practice groups to cope with these growing client demands. ALB

18

NEWS | news >>

ISSUE 6.8

news in brief >>

VOLUNTEERS AID WESTERN REGIONFree legal aid services have been volunteered across the countryby30lawyersand70lawschoolgraduates,for the western region where there are few lawyers. The volunteers have signed up to work in these areas for up to three years and are required to handle at least 20 cases annually. Each volunteer will receive approximatelyUS$4,386asanannualallowance.

The campaign is being jointly launched by six organizations, including the Ministry of Justice, the CentralCommitteeoftheChineseCommunistYouthLeague and the China Legal Aid Foundation.

The program has received good responses so far: over500lawyersappliedfor30spots,withsomeapplicants senior associates or partners of law firms.Inthepastdecadedemandforlegalserviceshasskyrocketed as more people seek legal relief.

Most of these cases relate to work-related injury, child support, disability claims, and welfare claims.

百名志愿者赴西部提供法律援助来自全国各地的30名律师和70位法律学院毕业生成为首批“１＋１”法律援助志愿者行动的参与者。他们将在集中培训、学习后，于８月初分别派遣到青海、宁夏、新疆、四川等１３个省、自治区的７０个无律师县和律师资源短缺的西部贫困县，从事基层法律援助和法律服务工作。

在一到三年的志愿服务期内，每名律师志愿者每年至少无偿办理法律援助案件２０件以上，大学生志愿者从事与能力相适应的法律援助和法制宣传工作。中国法援基金会将为每位律师提供一年3万元的生活和办案补贴，同时配一至两名法学毕业生作为助手。

此次志愿者行动得到了律师和法学院学生们的积极响应，截止6月20日，律师志愿者报名人数达500余人，其中包括一些资深律师或事务所合伙人。

NEW DEAL SPINS BETWEEN FIRMSJunHeLawOfficeshaspairedwithUnitedKingdomfirm Martineau in an historic transaction: the buyout ofScotland’slastyarnspinner,Todd&Duncan(T&D)bycashmeresupplierNingxiaZhongyin(Zhongyin).

A Martineau team, led by corporate partner Richard Underwood, advised the cashmere supplier on Scottish law,whileJunHeLawOfficesadvisedonPRClaw.Martineau was introduced to Zhongyin by the local firm through the international legal association Multilaw.

Underwood says the deal is evidence that outbound investment is not abating. Empirical data supports the claims: over the last three months outbound investment has exceeded US$10bn, which is the strongest quarterly performance since Q1 2007.

君合代表宁夏中银绒业收购苏格兰纱厂君合与英国Martineau律师事务所参与了宁夏中银绒业在苏格兰的收购项目。该公司与道森国际贸易公司签订了《资产收购协议》，收购其下属邓肯纱厂的业务和资产，包括固定资产、存货、无形资产以及相关合同等。无形资产包括品牌 “Todd&Duncan”、“T&D”、“BrownAllan”、“T&D CASHMERE”、“TODD & DUNCANCASHMERE”以及专有技术、销售渠道、供应渠道和客户关系。交易对价约为615万英镑，相当于净资产值的54.45%。据悉，中银绒业为君合的长期客户，Martineau由君合引荐而介入此次项目。Martineau合伙人Richard Underwood 为中银提供有关苏格兰法律的服务。Underwood表示：“这项交易表明，尽管全球经济状况低迷，中国对外投资不会减弱。欧洲的国际投资仍然十分活跃，因为海外投资者，如宁夏中银，希望抓住欧洲市场经济好转所带来的增长机遇。”

Hong kong >>

King & Wood has completed merger King & Wood’s strategy to obtain the

right to practice Hong Kong law began in April 2006, when the firm opened an office and established its association with local firm Arculli Fong & Ng. Now, it has executed its strategy and finally announced the completion of the merger, effective from July 2009.

As a resuolt of the merger, all of the 13 partners and 45 legal professionals at Arculli Fong & Ng will be fully integrated into King & Wood.

Also, a number of corporate, securities and finance partners from the firm’s Beijing and Shanghai offices will become Hong Kong residents.

The merger allows King & Wood to be the first firm to offer clients dual capabilities in Hong Kong and PRC law. It is likely that the merger will pave the way for other PRC firms.

The most likely contenders at present are Jun He Law Offices and Duan & Duan. Both of these law practices have been associated with a Hong Kong firm for at least one year.

French firm Gide Loyrette Nouel and United States firm Hogan & Hartson are two firms that also recently completed the localisation process, which is required to practice law in Hong Kong. ALB

honG konG offICeS of prC fIrMS ►Firm Year opened Associated firm

Chen & Co 2006 N/A

(C&M)ChinaLawOffice N/A N/A

Duan&Duan 2006 Chan J & Lai

Grandall 2008 Woo,Kwan,Lee&Lo*

GuangdongHuaFa 2007 Ng&Shum

GuangdongXinYang 2006 N/A

Guantao 2009 JacksonWoo&Associates*

JunHeLawOffices 2006 Wang&Co,XJ

Jin Mao 2007 WangandChan

King&Wood 2006 ArculliFong&Ng*Alliance firms

NEWS | news >>


uk report

ROUNDUPSpanishfirmRodés&SalaissettomergewithGómez-Acebo&Pomboandexititsyear-oldalliance•relationshipwithUKfirmNabarro.Thenewmergerwillcreatea320-lawyeroutfitoperatingundertheGomez-Acebo&PombobrandCliffordChancewillsoonleaveitsHungaryofficetoitsowndevices,withBudapestmanagingpartnerPéter•Lakatossettoformastandalonefirm,tobelaunchedinAugustunderthenameLakatos,Köves&Partners.However,thefirmwillmaintainareferralrelationshipwithCliffordChanceGarriguesstilltopsthetablesasthelargestSpanishlawfirm,bothintermsofincomeandtotalnumber•oflawyers,aheadofotherlargefirmswithSpanishoperations,includingCuatrecasas,GonçalvesPereira(£207.9m),UriaMenéndez(£151m),CliffordChance(£64.6m)andGómez-Acebo&Pombo(£52.8m)Nabarrohaslaunchedasecondroundofredundancytalkswith19stafffollowinga10%decreasein•turnoverforthe2008/09financialyear,downfrom£140.1m(unadjustedtotal)to£126.5m

Clifford Chance has saved millions from its cost basebyoutsourcingITandparalegalworktoIndia.Reports suggest that Simmons & Simmons is also looking to use external lawyers overseas for large pieces of litigation or corporate due diligence.

CMS band together for successA year after proposing closer integration, the nine firms that make up the CMS network have announced the alliance is successful. A meeting of partnersfromthesefirmsinBrusselslastmonthconfirmed that pitching for panel places as the CMS network, rather than as individual firms, has proved particularly fruitful, with a place on the ACEEuropeanGrouppaneljustoneofthemanyvictories the network has achieved.

The model allows members to remain as separate entitiesbutsharebranding,conflictsystemsandmarketing, and pool finances for large projects like creating a single website design across the network.

Linklaters loses out in Barclays panel shake-upLinklaters recently lost almost half of its panel places onBarclays’revampedrosteroflegaladvisors,following a three month review by the bank. The 129placesonBarclays’11sub-panelsarenowfinalised, with Linklaters being retained for just four of the categories – a stark contrast from the seven separate panels the firm retained during the bank’s previousmajorreview(in2007).

UKcorporatefirmAddleshawGoddard,ontheother hand, has increased its presence, gaining spots on four additional panels in addition to retaining positionsalreadyheldintheHR,privateequityandlending and finance categories.

New Europe/Asia senior partner for DLA PiperLitigator Janet Legrand recently landed the role of seniorpartnerforEuropeandAsiaatDLAPiper.

ShewilltakeoverfromPeterWayte,whohasbeen in this position since April 2005 and is set to retire from the partnership at the end of the month.

Legrand will also continue to carry out client work in the litigation team. An election to select a board member to replace her on the international board will reportedly be held in July.

Linklaters revenue rocketsLinklatersrecentlyovertookFreshfieldsBruckhausDeringertobecomethelargestUnitedKingdomfirmbyrevenue.Itpostedafigureof£1.3bnforthe 2008/09 financial year, beating Freshfields BruckhausDeringerbyjust£11m.However,Linklater’saverageprofitperequitypartner(PEP)hasdroppedbyapproximately9.6%to£1.3m,compared to Freshfields’ steady figure of £1.44m.

Pinsents joins offshoring revolutionPinsent Masons is set to cut its costs significantly, following the decision to outsource litigation work, includingfirstreviewsofdocumentationonUKandUS-related investigations, to lawyers working for business services company Exigent in South Africa.

Thesavingisaround50%oneachrole.Tensecretarial staff have been put on paid leave during a trial period and will be made redundant if the pilot proves successful.

Although Pinsents has outsourced typing work to Exigent since 2000, it is the first firm so far to offshore the work of qualified lawyers – but other firms are catching on.

King & Wood has completed merger

kInG & Wood qUICk fACtS ►InJune2009,thefirmhad800lawyersincluding•190 partners across 16 offices. According to this year’s ALB50, it is the third-largest law firm in Asia by total lawyer numbersThere are four offices in other jurisdictions, •includingHongKong,Tokyo,SiliconValleyandNewYork,whichwasestablishedinSeptember2008The firm entered into a strategic alliance with •AustraliancommerciallawfirmGilbert+TobininNovember2007

金杜完成与夏佳理方和吴正和律师事务所的合并

金杜自2006年4月开始执行拓展香港业务的战略，当时，金杜在香港成立办事处，并与香

港夏佳理方和吴正和律师事务所建立业务合作。如今，金杜作为中国大陆法律服务行业的龙头，终于宣布完成与夏佳理方和吴正和律所的合并。双方合并后，夏佳理方和吴正和律所的13位合伙人和45位专业律师将整合进入金杜，来自金杜北京和上海办事处的公司、证券和金融领域合伙人将常驻香港。

合并完成后，金杜成为首个可为客户提供两地法律服务（香港/中国法律）的中国事务所。法国基德律师事务所和美国霍金•豪森律师事务所近期也完成本地化工作，达到在香港开展业务的要求。金杜的合并很可能为其它中国事务所跟进奠定基础。君合和段和段律师事务所跟进的可能性最高，这两家律所都与香港事务所建立至少一年的合作关系。

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NEWS | news >>

ISSUE 6.8

news in brief >>

TIANJIN AIRBUS ON RUNWAY

AirbushasdeliveredthefirstA320aircraftputtogetherat its final assembly line in Tianjin. The aircraft was amongthesixAirbuspurchasesbyAerDragonAviationPartners recently, leased to Sichuan Airlines in June. RichardsButler,RunMingandCliffordChancehelpedcomplete the landmark transaction.

RichardsButler(inassociationwithReedSmith)andBeijingfirmRunMingadvisedtheExport-ImportBankofChinaonaUS$230mterm-loanfacilitytoAerDragonforthepurchase.TheRichardsButlerteamwasheadedbyHongKongpartnerEmmaCasdagli,andtheRunMingteambyexecutivepartnerLiuYi.

AerDragonengagedinternationalfirmCliffordChance for advice, with Singapore-based Simon Briscoeactingastheleadpartner.ThefirmwasinvolvedintheestablishmentoftheAirbusA320finalassembly line in Tianjin in 2007.

礼德与润明携助首架天津空客A320起飞中国进出口银行近日为奇龙航空租赁公司购买六架空客A320飞机提供了2.3亿美元的融资支持。这六架飞机中包括天津总装线总装的第一架A320飞机。礼德律师事务所与润明律师事务所携手为中国进出口银行提供了法律服务。礼德香港合伙人Emma Casdagli与润明合伙人刘屹是这项交易的牵头律师。

奇龙航空聘请了高伟绅的新加坡合伙人Simon Briscoe作为法律顾问。高伟绅在两年前参与了设立天津空客车总装线的合资项目。

WORK PLACEMENT FOR PINSENT MASONSA world-class student from the University of Aberdeen hassecuredaworkplacementinHongKongwithfull-service commercial law firm Pinsent Masons, as part of Scotland’s SaltireFoundation business undergraduate program. Christina Johnston was selectedfromapproximately300applicantsforaneight-week internship at the firm.

“The opportunities to experience business in an international culture with a leading law firm are rare andI’mlookingforwardtothechallengeofbeinganambassador for Scotland,” she said.

The combined support of the program from PinsentMasons’officesinScotlandandHongKongisbackedupbytheGlobalScotnetworkandeconomicdevelopment agency Scottish Enterprise.

品诚梅森香港办事处为 SaltireFoundation 优秀学生提供实习机会作为 SaltireFoundation 本科生计划的组成部分，香港品诚梅森律师事务所为阿伯丁大学的优秀学生提供实习机会。

Christina Johnston 在300位申请者中脱颖而出，获得为期八周的实习机会，他表示：此次机会十分难得，我将有幸进入领先律师事务所，在国际化文化中获得工作体验，我由衷期待作为苏格兰的代表，迎接各种挑战。”

品诚梅森的苏格兰和香港办事处联合为该计划提供支持，“全球苏格兰人”网络(GlobalScot)和苏格兰工商委员会亦提供协助。

Beijing >>

Grandall increases IP offerings with launch of IP agency

It’s not uncommon for law firms to set up a wholly-owned intellectual

property subsidiary agency, to become a one-stop shop for offering IP services. Grandall Legal Group recently launched its own agency, which mainly handles the filing, prosecution, licensing, franchising, administration, enforcement and judicial protection of patents, trademarks and copyrights.

The new business unit is located in Beijing and operates under the name Chinareals. Headed by partners, Ma Dongxiao and Li Tao, the agency has 11 intellectual property professionals, all of whom are either qualified patent or trademark agents.

This is the second major expansion of Grandall’s Beijing practice. Back in 2006, the firm acquired a group of experienced IP lawyers, including Ma Dongxiao, from the Beijing firm Youshilian. As the fourth-largest law firm with more than 420 lawyers

across 10 offices, “Grandall’s existing reputation and clientele will work as Chinareals’ pedestal in Beijing,” said Ma, a veteran lawyer, patent agent and trademark agent.

“Beijing has the most concentrated IP business areas and its location is a great advantage.” Ma is confident that along with the government’s financial policies and strategies, future development of the intellectual property industry will remain positive.

The first six months of 2009 have seen a number of other firms beefing up their IP practice capacities. DeHeng Law Offices and Dacheng have hired senior IP partners and lawyers. Rouse & Co has also responded by recruiting three intellectual property specialists. ALB

Ma DongxiaoGrandall

Beijing >>

Beijing’s Gaopeng Partners joins global networkgaopeng & Partners has increased

its international offerings by joining ALFA International, which is a global legal network combining over 130 international law firms.

“Joining global legal alliances is an effective way for PRC firms to strengthen their international practice,” partner Wang Jun said.

“It provides us [with] a good platform to gain knowledge about the global market and the demand of foreign clients, and also rapidly increases our connections in many overseas markets where there is a member firm of the network.”

The firm already has an established international trade and WTO practice,

headed by partner Wang Lei. But Wang Jun expects ALFA membership to beef up the firm’s international business practice capacity.

“It is essential to the success of any global business, and to the ALFA International legal network, to have a strong, full-service business-focused law firm as a member,” said ALFA’s chief executive officer, Richard Hetke.

As a global legal network, ALFA International has 133 international law firm members across 37 countries (85 members are US-based firms, 48 are non-US based firms).

In total, ALFA member firms employ over 8,500 lawyers and 10,000 other legal professionals. ALB

NEWS | news >>


us report

ROUNDUPUSfirmCadwalader,Wickersham&TaftissettomoveitsLondonofficetonewpremisesinBankby•December2009.ThemovewillseethefirmalmosthalveitsofficespaceinthecapitalShearman&SterlingisexpandingitsAbuDhabioperations.TheUSfirmrelocateditsLondonpartnerJames•ComynandParis-basedM&ApartnerManuelOrillactoAbuDhabiearlierthisyear,andhasplanstotransferitsLondon-basedpropertypartnerIanNissetotheofficein2010UKfirmSchillingsrecentlyformedacross-borderalliancewithUSfirmAkinGumpStraussHauer&Feldto•tackletheissueofenforcingUnitedKingdomcourtordersintheStates

Dewey on the moveDewey&LeBoeufchairman,SteveDavis,hasworkedhard to expand the law firm’s global platform. Following the launch of three offices in the Middle East and another soon to set up in Madrid, the firm seems to have turned its attention to recruiting.

The Silicon Valley office recently hired a corporate teamfromCooleyGodwardKronish,ledbypartnerRichard Climan, and it also snared banking partner MarshallStoddardfromMayerBrown,toleaditsUnited States banking team.

Orrick abandons lockstep remunerationOrrick,Herrington&Sutclifferecentlyunveiledits‘new talent model’, combining a distancing from the traditional lockstep advancement for partner-track associates and the creation of a variety of new legal roles in the firm.

The new model will allow associates to advance atapacethatreflectstheirdevelopingskill-sets.The model has three ‘tracks’ of lawyers and other professionals and staff: partner-track associates; career attorneys and legal team professionals; and custom track associates. Orrick will also create a non-partner-track option for associates, and wants to reportedly boost the number of staff attorneys doing more routine work, like document reviews.

The move to a more merit-based promotion and compensation system has been dubbed ’revolutionary’, with a handful of firms looking tobeonthesametrack.BeginningassociatesatHowreywillnowfollowmoreofanapprenticeshipin their first two years, while 18 months ago, McDermottWill&Emerylaunchedastaffattorney

program to handle tasks that could be billed at lowrates.ThereisspeculationthatDLAPipermayalso be considering alternative staffing models, includingmore‘flex-time’attorneyswhocanbetapped during busier times and a non-partner-track option for associates.

Although the new model at Orrick is only in place for US associates, the firm is believed to be discussing similar talent model initiatives for Europe, with plans to move forward on these initiatives in 2010.

Bingham McCutchen, McKee Nelson mergerInternationalfirmBinghamMcCutchenandspecialtypracticeMcKeeNelsonaretomergeinAugust, with the combined firm, which will use the BinghamMcCutchenname,totakeonallofMcKeeNelson’slawyers.

Joint revenue for the firms will likely top US$900m(£554.6m),basedon2008figures,andwillincludemorethan1,100lawyers,withBinghamMcCutchen contributing more than 1,000 lawyers to the new firm, spread among 12 offices.

Binghamwasalsooneofthefewmajorfirmslastyeartoshowgrowthinbothrevenue(up3%toUS$767m(£472.5m))andprofitsperequitypartner(up6%toUS$1.42m(£874,877)).Ontheotherhand,McKeeNelsonhadatougheryear,withlay-offs and departures bringing the firm’s staff down to just 120 lawyers, with an associated revenue decreaseofaround16%toUS$160m.

However,McKeehasasolidreputationfortaxplanning and tax litigation and also has a strong white-collar practice.

国浩成立知识产权代理机构，提升知识产权服务实力对律师事务所而言，成立全资持有的知识产

权代理子公司提供一站式知识产权法律服务并不令人感到意外。国浩律师集团近期成立自己的知识产权代理机构，主要受理申请、诉讼、授权、特许、行政管理执行以及专利、商标和版权的司法保护业务。

国浩的全新业务机构位于北京，名为锐思知识产权代理有限公司，由合伙人马东晓和李涛担任负责人。该代理公司现有11位知识产权律师，均获得专利或商标代理人资格。

新代理公司的成立是国浩北京办事处知识产权业务的第二次大规模扩张。2006年，国浩曾吸引多位资深知识产权律师加盟，其中包括来自北京优仕联律师事务所的马东晓。

马东晓表示：“国浩的业务盛誉和客户资源将为锐思北京业务提供坚实基础。北京是知识产权业务最为集中的地区，其地理位置拥有巨大优势。”

2009年上半年，诸多事务所积极拓展知识产权业务，其中德衡和大成均聘请高级知识产权合伙人和律师，罗思亦于今年聘请三位知识产权专家，应对知识产权市场不断增长的需求。

马晓东补充道，他及其代理公司坚信，在政府的财政政策和战略的推动下，知识产权法律服务行业的前景十分光明。

国浩目前是中国第四大律师事务所，10家办事处遍布全国，律师超过420位。

Beijing >>

高朋加入ALFA国际联盟北京高朋律师事务所加入 ALFA 国际联盟，

提升跨国法律服务实力，ALFA 国际联盟是133家跨国律师事务所组成的国际法律合作网络。

高朋合伙人王军表示：“对中国律师事务所而言，加入全球法律联盟是提升国际业务实力的有效方式。该联盟可为我们提供理想平台，深入了解全球法律市场和境外客户的需求，通过与联盟的成员事务所合作，可快速增加我们同海外市场的联系。”

高朋已经拥有较为稳定的国际贸易和 WTO 业务，由合伙人王磊负责。王军还希望通过加入 ALFA 国际联盟进一步巩固事务所的国际业务服务实力。

ALFA 国际联盟首席执行官 Richard Hetke 认为：“无论对跨国企业的成功还是 ALFA 国际联盟的法律网络而言，拥有实力雄厚且业务全面的中国会员事务所都十分重要。”

ALFA 国际联盟是全球性法律服务网络，会员包括133家跨国律师事务所（85家美国事务所，48家非美国事务所），律师超过8,500位，另有10,000法律专业人士。

22

NEWS | news >>

ISSUE 6.8

Signs that the Asia region is emerging from the recent downturn ahead of other areas

can be seen by international firm Linklaters deciding to devote additional senior resources to its Asia practice. The firm recently relocated London partner, Edward Smith (pictured), to its Hong Kong office to head up the investment management practice.

Specialising in private equity funds, infrastructure funds, and closed-ended listed vehicles, Smith’s recent deals include advising on the establishment of the €1bn ABN Amro Global Infrastructure Fund, and the €3bn fund raising for ProLogis European Properties II.

He has been involved in many of the sector’s most significant listed funds deals, including advising book runners on the global offering of shares in HarbourVest Global Private Equity and the US$1bn institutional public offering of BH Global Limited.

“Despite recent events, the Asia region – China in particular – is expected to become more significant in the context of the global asset-management industry, both as a source of capital and as a location to deploy capital,” Smith said. “It makes sense for us to strengthen our practice in the region, to capitalise on this anticipated growth.”

Linklaters has an established funds practice in China with expertise in Hong Kong, Beijing, Shanghai, Tokyo, Bangkok and Singapore (through its joint venture with Singapore firm Allen & Gledhill).

Hogan & Hartson reshuffles its managementRegionAl >>

After undergoing a localisation process which allows Hogan & Hartson to

practice Hong Kong law, the firm has unveiled a new-look management team to oversee its practice.

Jun Wei and Steven Robinson have been appointed as joint managing partners of the firm’s Greater China operation. They will be responsible for coordinating direction, strategic planning and practice development.

As part of the management reshuffle, the firm has also appointed new office heads. Gordon Ng will become the managing partner of the newly localised Hong Kong office, while Man Chiu Lee is elevated to administrative partner.

On the mainland, Roger Peng will lead the firm’s Beijing office and Arthur Mok its Shanghai office. Earlier this month, Mok and Lee acted for Beijing-based water treatment supplier, Duoyuan Global Water, on its US$88m NYSE listing.

Jun WeiHogan & Hartson

Steven RobinsonHogan & Hartson

New head of Asia funds at LinklatersHong kong >>

Edward SmithLinklaters

UpdAte >>

regulatory

outbound lending further facilitated By SAfe regulation

The recently published Circular on Foreign Exchange Control Issues Relating to Offshore Lending by Enterprises in China (the “Circular”), will create more flexibility for Chinese entities to fund their overseas

operations from 1 August 2009.In a media session convened by the State Administration

of Foreign Exchange (SAFE), officials explained the main purpose of the Circular is to address issues companies are facing due to the worldwide financial crisis, funding their offshore operations and expansion.

Prior to the issuance of the Circular, a non-financial company incorporated in China must qualify as a “multinational company” (as defined under the Circular on Issues Relating to the Administration of Internal Operation of Multinational Companies’ Foreign Exchange Funds issued in 2004, the “2004 Circular”) before the company is permitted to extend loans to their offshore member companies, by using its then-available foreign exchange funds. To qualify as a multinational company, it must have a certain number of subsidiaries or affiliates within its group.

In addition, the total amount of outbound lending by a Chinese company is limited to 20% of the company’s equity base. Furthermore, under the 2004 Circular, both the lending Chinese company and the overseas affiliated borrower must meet certain other financial criteria.

The Circular now makes it possible for smaller companies to extend financing to their offshore affiliates that are either wholly owned or invested by them. These overseas entities can either be operational entities or pure investment vehicles. Other major changes include: (1) increasing the cap from 20% to 30% and allowing companies to lend up to 30% of its total equity (but subject to the total investment amount the Chinese company has been approved to make in the overseas entity); (2) permitting Chinese companies to use its RMB funds to purchase foreign exchange to fund the overseas financing in addition to using its own foreign exchange reserves; and (3) promising to adopt simpler procedures to further facilitate the loan remittance process.

Most of the processing will be handled by the bank without the necessity to go to local branches of SAFE. Chinese companies can directly enter into loan agreements with the overseas affiliates but they can also engage banks and other financial institutions to act as intermediaries to provide entrustment loans.

SAFE will still be controlling and overseeing the actual amount of funds being lent to overseas entities. However, the Circular will definitely ease the cash-flow needs of the overseas companies established by non-multinational companies. This ability to finance its overseas affiliates will also increase the appetite for outbound investments by Chinese entities.

Written by Jeanette Chan, partner Wei Chen, associate Paul, Weiss, Rifkind, Wharton & Garrison Unit 3601, Fortune Plaza Office Tower A No. 7 Dong Sanhuan Zhonglu Chao Yang District, Beijing 100020 PRC Email: [email protected] Ph: (8610) 5828-6300 or (852) 2846-0300 Jeanette Chan

NEWS | news >>


Hogan & Hartson reshuffles its managementThis is only the third listing of a PRC company on the

exchange this year, after Changyou.com and Chemspec.

霍金•豪森管理层洗牌，力求进入大中华市场为达到在香港开展业务的法定要求，霍金•豪森律师事务所香港办事处于

本周初开展本地化工作，工作完成后，霍金•豪森任命全新管理团队，致力于开拓大中华市场业务。

霍金•豪森任命魏军(Jun Wei)和Steven Robinson担任联合主管合伙人，领导大中华地区的业务经营，并负责业务方向协调、战略规划和业务开拓。作为管理层洗牌的组成部分，霍金•豪森还新任命两位办事处主管：Gordon Ng将担任本地化之后的香港新办事处主管合伙人，李文昭(Man Chiu Lee) 晋升为行政主管合伙人。在大陆业务方面，Roger Peng 将担任北京办事处主管，Arthur Mok担任上海办事处主管。

本月初，Mok和Lee作为北京水处理企业－多元环球水务的法律代表，参与价值8,800万美元的纽约证交所上市项目，该公司是今年第三家在纽约证交所上市的中国公司（前两家公司分别为畅游和精细化工）。

New head of Asia funds at LinklatersNotable instructions include acting for Hopu Capital

on establishing the Hopu USD Master Fund I, a US$2bn PE fund geared towards buying stakes in state-owned companies. Also, advising Insurance Corporation of British Columbia (ICBC) on establishing a global resources PE fund worth US$1bn, in its JV with Standard Chartered Bank.

Prior to Smith’s relocation, the investment management practice was headed up by Hong Kong counsel, Michael Guilday. He joined Linklaters from Allens Arthur Robinson’s Sydney office in September 2007 to succeed Graham Turl, who left the firm to join the funds management group BlackRock in Hong Kong. ALB

年利达任命新亚洲投资业务团队负责人年利达近期扩充亚洲业务合伙人团队的举措表明亚洲市场相比欧美市场

有提前复苏的迹象。该所已将伦敦基金投资业务合作伙 Edward Smith调派到其香港办公室，并称为亚洲基金投资业务团队负责人。

Smith专业特长在于为私募股权投资基金和基础设施基金等提供服务。曾在众多大型基金投资交易和基金设立项目中提供法律服务。

他说：“亚洲地区，尤其是中国的基金资产管理行业将在全球市场上占有日益重要的地位。这促使我们加强在该地区基金律师团队，充分利用这一预期增长。 ” 在Smith被调往香港前，亚洲基金投资业务由香港外国法律顾问Michael Guilday带领

UpdAte >>

regulatory

fIMA and Investment Company

in the Mainland Chinese merger & acquisition market, M&A transactions of domestic companies by foreign investment firms are considered to be a type of proceedings covered by the Foreign Investors’ Merger & Acquisition Regulation

(FIMA). However, the promulgation by the Ministry of Commerce (MOFCOM) of the Provisions for Establishment of Companies with an Investment Nature by Foreign Investment (PECINFI) in November 2004 and the Supplementary Provision on the Establishment of Investment Companies by Foreign Investors (SPPEICFI) in May 2006 has created an important exception to FIMA transactions.

The 2004 PECINFI and 2006 SPPEICFI regulations stipulated that foreign investors were entitled to establish a PRC domestically registered investment company, so as to facilitate non-domestic investors’ investments under either Wholly Foreign Owned Enterprise (WOFE) or Joint Venture (JV) forms. Although these newly created companies are considered domestic by regulation, in practice their investments are regarded as foreign direct investments.

As such they benefit from the same favorable treatment bestowed to any other foreign investments. Newly created subsidiaries benefit from both domestic registrations as well fas avorable treatments in practice as foreign investments.

In August 2006, the Chinese M&A market was further clarified with the promulgation of the Regulations for Merger with and Acquisition of Domestic Enterprises by Foreign Investors (RMADE). The new regulation stated that domestically registered investment firms established by foreign investors, were to enjoy the same treatment as foreign direct investments, when proceeding with domestic M&A transactions.

This clarification under RMADE has led to a key question in regards to the treatment of investments made under joint venture projects.

Current Chinese legislation permits the establishment of domestic investment companies in a JV form with foreign firms. How to treat the resulting investment transactions of the new JV form is a question that has been left unanswered.The reason for the intentional ambiguity of the drafters of RMADE concerning the treatment of these transactions can be understood practically, in the current market conditions.

Few investment firms in China are, or will likely to be, established as joint ventures. For now, there is a lack of urgency to define investments made from JV investment firms.

Further, the treatment of JV investment firm transactions is far more complex than simply defining the resulting transaction as either “foreign” or “half–blood” investments. Investments from JV investment firms require two separate systems for anti–trust censoring, as well as touching on issues of commerce authorisation, administrative registration etc.

Given the complex range of issues, more time and experience is needed to build up institutional capacity before a concrete and effective definition of JV investment transactions in the M&A market is solidified.

The ambiguities of RMADE can be seen as a practical approach by legislators, given current market conditions.

Viccine Han, Associate | 韩海威律师 Sichuan Tahota Law Firm Level 27 Building A, The World Trade Centre Gulou South Street,Chengdu 610015,P. R. China Landline: +86 28 86625656 Mobile: +86 18980086688 Email: [email protected] | http://www.tahota-lawyer.com

Viccine Han

24

NEWS | news >>

ISSUE 6.8

singApoRe >>

First Sino-Singapore joint venture firm

Singapore's Central Chambers and Dacheng, the largest firm by head count, have formed a joint venture designed

to capture clients expanding to India and China. Named Dacheng Central Chambers, the firm is based within Central Chambers' Singapore office. It counts 14 lawyers and seven partners qualified to advise on Singapore, China, India and Thailand laws.

This is the first China-Singapore JV firm, and one of the few firms with Indian lawyers. “What we're trying to do is basically capitalise on the shift in focus to this part of the world from [the] US and Europe, especially to the Indian market through trade relations with the ASEAN and China,” said managing partner, Aloysius Wee.

“Our strategy right now is to support Indian businesses so we'll have Indian lawyers based in Shanghai taking care of them there. We're looking at an outflow of businesses into south-east Asia and this activity has picked up in the last two or three years. So it's probably more of an opportune time now to set up this joint venture.”

The two firms had been working as strategic partners since 2004, with the idea for the JV coming in 2007. “It's taken a good two years to get the documentation and partner

Lexfield revamps brand, adds new IP teamJan Liu & Associates, a Beijing-based IP boutique firm,

has been redesigned. The firm has changed its name to Lexfield Law Offices, and boosted its expertise and resources by recruiting a team of experienced IP lawyers.

The new additions include renowned intellectual property litigation lawyers Jiang Hongyi, Li Rong, Liu Yongquan, Zuo Yuguo and Jiang Chengguo, and seasoned patent lawyer Yi Yongmei. Most of the lawyers were former partners at Beijing Lifang & Partners. Cheng Yongshun, a respected retired Beijing High Court intellectual property judge, has also joined the new firm as senior counsel.

As Jan Liu & Associates, the firm had enjoyed a growing reputation in handling trademark, copyright and anti-unfair competition legal matters. It represented many of the world’s leading corporations, including Google, Sun, BP and Honda, in brand protection and dispute resolution matters.

singApoRe >>

UpdAte >>

International tax

Indian Budget 2009: tax proposals

While the US and UK governments have responded to the economic downturn by raising taxes, India has chosen to tread a different path. The budget announced on July 6 by Indian Finance Minister,

Pranab Mukherjee, proposed a reduction in the personal Indian tax rates from around 34% to 31%. The basic Indian corporate tax rate has been maintained at 34%.

The budget sought to eliminate the surcharge on personal taxes thereby increasing disposable income in the hands of individuals and boosting consumer-spend. In addition, the much criticized fringe benefit tax (especially on ESOPs) and commodities transaction tax have been eliminated. The trend of companies granting ESOPs is expected to bounce back.

India recently introduced Limited Liability Partnership (LLP) legislation. Most jurisdictions around the world treat LLPs as tax transparent entities. The budget however, proposes to tax LLPs as separate taxable entities (at the rate of 31%) with profits not being taxable in the hands of individual partners. As a result, losses may not be passed on to the partners for the purpose of set off or carry forward. Further, a number of tax credit issues may arise in a cross-border context.

In line with the recent G20 proposals, the budget authorizes the Indian government to enter into tax information exchange agreements with non-sovereign jurisdictions.

Many foreign companies have been subjected to oppressive tax collection methods by the Indian tax authorities. Recognizing this fact, the budget proposes to constitute an alternate dispute resolution panel to review the orders of the assessing officer prejudicial to taxpayer, before they are finalized. This is a unique attempt towards providing an efficient dispute resolution mechanism at an early stage.

Although the demand for an advance pricing arrangement has not been considered, the budget has authorized the government to formulate safe harbour rules for determination of arm’s length price for transfer pricing purposes. Additionally, the budget has removed certain practical difficulties in computation of arm’s length price where more than one method may be adopted.

On the flipside, the budget proposes to increase the minimum alternate tax (MAT) rate from 11% to 17%. MAT is the antithesis of any concession / exemption given.

The budget also proposes to bring certain specified non-cash gifts within the purview of income tax. Consequently, any gift of immovable property, shares, works of art, jewellery etc., made by a person (except close relatives) would be taxed in the hands of the recipient as income.

After much debate and deliberation, the budget has formally announced the introduction of a goods and services tax at both, federal and state levels from April 1, 2010 to replace the existing excise, service and sales / value added taxes.

The budget on the whole seems to meet reasonable expectations, especially considering that the new Indian government had assumed office only a month previously.

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

NEWS | news >>


The new team enables Lexfield Law Offices to provide a full spectrum of IP legal services, with particular strengths in patent litigation and intellectual property counselling.

新知识产权律师团队加盟北京联德

北京市刘元和君律师事务所已于2009年7月更名为北京市联德律师事务所。同时，由包括蒋洪义、易咏梅、

李嵘、刘永全、郭金城、左玉国在内的十几位资深知识产权诉讼律师和专利代理人组成的一支诉讼和专利团队并入联德律师事务所。已退休的著名前知识产权法官程永顺先生亦加入该所成为高级顾问。

该所在更名前，专注于商标、版权和反不正当竞争的法律业务，代表国际上的许多知名企业处理了大量的在华知识产权案件。随着新诉讼和专利团队的并入，该所旨在成为一家提供全方位知识产权法律服务的专业所。

meetings in place," Wee said. In June the Singapore partners met in Nanjing to discuss the firm's business model, which will operate as an overseas model with six partners to contribute equal capital. A development plan for the firm was also realised.

“This model, in which the firm would have direct-equity participation rather than a strategic alliance basis, would be the first for Dacheng outside of China and serve as a model for subsequent offices," Wee explained. However, he did not feel that Dacheng would venture further into south-east Asia with new offices; rather, it will take a cautious approach through making associations with local firms.

“We're definitely looking … but waiting for the political situations in Thailand and Malaysia to stabilise. Before we venture and set up anywhere we'll have some kind of link or association with a local firm to see if the work is sustainable. Right now we’re doing that out of our Singapore office and working with our associate firms.” ALB

大成在新加坡成立合资律所在与新加坡中央律师事务所合作多年后，大成近日与该所合资成立了其

在新加坡的分所，旨在发展东南亚业务。新成立的合资律师事务所名为大成中央律师事务所。这是新加坡律所和中国律所首次在新加坡设立合资律师事务所。

该团队拥有能够提供汉语、印度语、马来语、泰国语数种语种法律服务的14位律师和7位合伙人。新加坡合伙人Aloysius Wee 表示：“在过去两、三年，中国企业在东南亚的商业活动有所增加，所以现在是成立合资律所的最好时机。”

Singapore

中国创业板十年磨一剑

2009年7月20日，中国证监会发布公告，根据《首次公开发行股票并在创业板上市管理暂行办法》（“《暂行办法》”）及有关规定，定于2009年7月26日起按照法定要求和程序受理发行人在创业板上市的申请。这意味着，经过长达10年

酝酿准备的中国创业板正式拉开序幕。创业板又称二板市场，即第二股票交易市场，如美国的纳斯达克

（NASDAQ），英国的另项投资市场(AIM)等, 是指主板之外的专为暂时无法上市的中小企业和新兴公司提供融资途径和成长空间的证券交易市场，其普遍的特点是低门槛准入及严要求运作。全球超过40家正在运行的创业板，是对主板市场的有效补给，在资本市场中占据举足轻重的位置。

根据《暂行办法》的规定，在中国创业板申请上市的盈利和发行股本要求为：1. 最近两年连续盈利且净利润累计不低于1000万元，且持续增

长；2. 最近一年盈利，且净利润不少于500万元；3. 最近一年营业收入不低于5000万元，且最近两年营业收入增长

均不低于30%；且4. 发行后总股本不低于3000万股。

其中前三项的盈利要求（单位：人民币）为选择性标准，满足其中任何一项即可。

尽管已较主板上市条件相对宽松，中国创业板的门槛设置同其他国家相应市场的要求相比还是相对较高的。比如新加坡的凯利板(Catalist，其前身为新加坡股票交易自动报价市场(SESDAQ))，作为亚洲第一个为本地和国际成长型公司设立的由保荐人监督的上市平台，对于公司上市就没有特定的量化盈利要求，而是由受批准的保荐人判定一个公司是否适合上市。无论是对上市申请的批准和公开招股之后的公司运作，新加坡证券交易所都不直接参与监督（保留处罚权），而由保荐人负责监督。这种门槛设立的差别，原因之一可能是中国中小型上市资源的丰富，出于保证中国创业板高质量以及能够筛选出满足投资者利益企业的考虑。

创业板的吸引力有目共睹：手续简单灵活，便于实现融资目的。然而，初期的低门槛准入势必意味着后期的严格监管要求，以保证市场的有序稳定及投资风险的控制。比如上市规则的合理统一性，公司成长性，自主创新性的恰当认定，保荐人的监管力度，信息披露的准确及时性，公司上市后的持续监管及风险控制机制，这些必修功课的准备情况将决定中国创业板是否能在金融危机余波未尽的大环境下交出令人满意的答卷。

邹阿源企業事務部法律顧問 Ph: (65) 6322-2235 Fax: (65) 6534-0833 E-mail: [email protected] 盧寶琪企業融資部资深專員 Ph: (65) 6322-2231 Fax: (65) 6534-0833 E-mail: [email protected] 俊昭法律事務所 88 Amoy Street, Level Three, Singapore 069907 盧寶琪

邹阿源

UpdAte >>

First Sino-Singapore joint venture firmSInGApore Jv fIrMS (MAy 2009) ►

Allen&Overy/ShookLin&Bok•Allens Arthur Robinson/TSMP•Baker&McKenzie/Wong&Leow•Dacheng/CentralChambers•Linklaters/Allen&Gledhill•Lovells/Lee & Lee•

Lexfield revamps brand, adds new IP team

Jiang HongyiLexfield

Li RongLexfield

26

NEWS | news >>

ISSUE 6.8

CHongqing >>

Guantao makes local lateral hiresTiAnjin >>

First Shanghai firm in ChongqingWhen it comes

to expanding geographical coverage, many Shanghai firms will choose to open in Beijing. However, Haworth & Lexon has taken a different approach by setting up its first branch office in Chongqing – the biggest city in the south-west and the fourth municipality directly under central government administration.

As the first Shanghai firm to open an office in Chongqing, partner Chen Jun has relocated from head office to lead the new branch. Shanghai-based partners Chen Jing, Jia Rui and Liang Xiancheng will also join Chen to form the core part of the new legal team.

The Chongqing office focuses on practice areas including domestic and international investment, M&A, international trade and maritime affairs, intellectual property, insurance and commercial disputes.

“Chongqing is the essential gateway to the west of China. Hence, the city’s rapid economic growth and prime location offers many business opportunities for law firms, especially for M&A, investment, and international business practices,” Jun said.

According to a report by ALB China earlier this year, the western inland region maintains a high-growth market, offering foreign companies a wide range of business and investment opportunities. With more than 3,000 firms generating an annual income of more than US$306m, the western provinces are quickly becoming a force to be reckoned with.

第一家上海律所进驻重庆

Growth prospects aside, legal firms in Chongqing are also facing increased levels of competition, as large national firms like King & Wood, Dacheng, Zhonglun W&D and Guantao all establish their presence.

For example, Haworth & Lexon has 14 partners and 18 lawyers working in two offices, with affiliations to firms in Sydney and Paris. ALB

上海和华利盛律师事务所近日迈出了其拓展国内市场的第一步。该所已在重庆市成立

分所，并成为进驻重庆市场的第一家上海律师事务所。和华利盛重庆分所由上海总部派驻律师陈俊担任负责人，由陈静、贾锐、梁先成和沈曦等合伙人及若干律师组成。涉及的法律服务领域包括国内与国际投资、并购，国际贸易与海商海事，知识产权，保险法，商事调解及仲裁、诉

讼等方面。陈俊表示：“重庆是通往中国西南部的重要的门

户。重庆经济的快速增长和地理优势可以为和华利盛的业务拓展带来许多新的机遇，尤其在跨国并购，内资投资以及涉外业务领域。”

西部市场虽然发展潜力诱人，但律所同时面对不断加剧的竞争。大型律所，例如大成，中伦文德和金杜都已在该地区成立了分支机构。

观韬设立天津分所在认识到天津市场的巨大潜力后，北京观韬在

天津成立了其第九家分所，并聘请经验丰富的本地资深律师马克伟和丛英作为合伙人，领导观韬在天津的业务发展。天津分所负责人马克伟表示：“天津经济发展强劲，法律市场增长迅速，为观韬扩大客户群和业务领域提供良好机遇。”

目前，观韬天津分所有六位合伙人和11位律师，业务重点包括外商投资，重组并购，房地产和知识产权。马克伟还表示，天津对资本市场和并购法律服务需求将进一步加大。

两位律师在加盟观韬之前分别是天津四方君汇律师事务所的创始人和合作人。

Recognising Tianjin’s market potential,

Beijing-headquartered Guantao has opened its ninth branch office in the city, which is regarded as the growth engine for North China.

Guantao has recruited seasoned local practitioners Ma Kewei (pictured) and Cong Ying as partners to lead its development.

Both Ma and Cong were formerly with local firm Join & High, where Ma served as the co-founder and executive director of the practice. He explained

“the Tianjin economy is robust and growing rapidly. In view of expanding Guantao’s clientele, Tianjin is perfect.”

The new office, currently staffed by six partners and with 11 lawyers, will focus on practice areas including foreign investment, M&A, corporate restructuring, real estate and IP. “I believe that the legal market in Tianjin will continue to flourish, especially for capital markets and M&A practices,” Ma said.

Prior to his time at Join & High, Ma was the founding partner of Jun Hui (1994–2006). He specialises in corporate restructuring and

reorganisation, M&A, investment and financing and IP law. ALB

Chen JunHaworth & Lexon

Ma KeweiGuantao

Firm Profile Zhonglun W&D


‘Walk out’ policy through the international profile of Zhonglun W&D Law Firm

china’s economy grows faster than anything we have witnessed so far. in such an environment, law is the one to play the main role, making it

essential for the business companies to have a ‘legal shoulder’ to lean on. and this is where the professionalism of Zhonglun W&d law Firm stands out.

considering the ever growing globalization and the need of cooperation between the states from all over the world, Zhonglun W&d, in addition, attracts new professionals who have an overall view of the global business and economic situation, who are fluent in english, French, italian, spanish, german and Japanese, as well as chinese lawyers who have received their education in famous european universities.

such a person is mr. Wei lin, who was recently appointed managing partner in the office in shanghai. graduated with a doctor’s degree from French université panthéon-assas (paris ii), fluent in French and english, specialized in the field of overseas m&a and ipo issues and admiralty law.

mr. lin’s background strongly indicates the

direction the shanghai branch seeks to head towards. it is the objective of the branch to spearhead the firm’s international legal affairs and operations. The international activities will be approached on two main levels. Firstly, legal advice and services will be provided to foreign companies seeking to set up business in china. secondly, chinese companies looking to expand out abroad. in relation to that, mr. lin’s european education and working experience together with his chinese nationality mix together in the perfect blend of understanding chinese needs and legal system and applying to those needs the european experience and expertise in the area.

To meet those needs of the global society, Zhonglun W&d has offices in paris, lyon and riyadh. moreover, Zhonglun W&d is the first and only chinese law firm to have set up an office in london. To further strengthen its international positioning, Zhonglun W&d plans to boost its development by opening branches in hong Kong, seattle and Washington.

additionally, indulging the needs of the chinese business, Zhonglun W&d organizes

a seminar under the caption “going global: laws for chinese enterprises in m&a overseas”, which will be held in Beijing on september 8th 2009. The program is geared towards creating further awareness of the proper positioning and facilitating of international investment and business activities.

after 30 years of fast growth, china’s investment-driven and export-oriented development model, with exports accounting for 40 percent of gdp, had become increasingly difficult to sustain. Thus, china now seeks to transform its growth model in such a way as to revive its economy and to position itself as coming out of this situation as a winner. posing towards the future, Zhonglun W&d proves to be a law firm ready to support this.

Contact details: Address: 19/F Golden Tower, No.1, Xibahe South Road, Chaoyang District, Beijing, 100028, P.R.C Tel: 86-10-6440 2232 Fax: 86-10-6440 2915/6440 2925 Website: www.zhonglunwende.com

Lin Wei

NEWS | news >>


Conyers Dill & Pearman, DLA Piper and Malaysian firm Wong Beh &

Toh all played leading roles in the first listings of Bermuda-incorporated companies on the Bursa Malaysia Stock Exchange.

Xingquan International Sports Holdings, a sports-shoe manufacturer based in Jinjiang, raised RMB165m through its offering while Multi Sports Holdings, a JinJiang-based producer of sports shoes, is expected to raise as much as RMB57.6m through its IPO in early August.

A Conyers team, led by Singapore-based lawyers Janice Oh and Stacie Seetho, advised Xinquan on Bermuda law; DLA Piper advised on Hong Kong law and Wong Beh & Toh on Malaysian law. Head of Conyers’ Malaysian desk, Kung Whooi Phing, provided Bermuda law guidance on the Multi Sports’ listing while Wong

Firms assist company listings in MalaysiaMAlAysiA >>

Beh & Toh acted for the company on Malaysian law. Phing says the regulatory changes making these two listings possible are likely to mean more offshore-incorporated companies would list in Malaysia.

“Recent changes introduced by Bursa Malaysia have made it easier for foreign companies to list their shares. Xingquan International Sports Holdings and Multi Sports Holdings are the first two China-based companies to

announce direct listings on the Main Board of Bursa Malaysia ... and we may be seeing the beginning of a trend of increasing foreign listings.” ALB

中国公司首次在马来西亚上市在康德明, 欧华与Wong, Beh & Toh 的协助下,

星泉鞋材成为在马来西亚大马股票交易所上市的首家中国公司。总部设在晋江，注册于百慕大的运动鞋制造商星泉鞋材，通过ＩＰＯ筹得3.2亿元。据悉，运动鞋鞋底制造商华运控股也将于８月初在大马股票交易所上市。

康德明新加坡公司合伙人Janice Oh 和律师Stacie Seetho和为星泉在百慕大的法律方面提

供咨询。欧华为星泉提供香港法律的相关服务，而Wong, Beh & Toh为发行人在马来西亚的法律顾问。

康德明和Wong, Beh & Toh同时在为华运控股的上市项目提供法律服务。康德明合伙人Kung Whooi Phing表示：“马来西亚法律规定的变化使这两项外国公司的发行上市成为可能，这也代表以后将会有更多的跨国公司在马来西亚上市。”

Firm Profile Zhonglun W&D


‘Walk out’ policy through the international profile of Zhonglun W&D Law Firm

china’s economy grows faster than anything we have witnessed so far. in such an environment, law is the one to play the main role, making it

essential for the business companies to have a ‘legal shoulder’ to lean on. and this is where the professionalism of Zhonglun W&d law Firm stands out.

considering the ever growing globalization and the need of cooperation between the states from all over the world, Zhonglun W&d, in addition, attracts new professionals who have an overall view of the global business and economic situation, who are fluent in english, French, italian, spanish, german and Japanese, as well as chinese lawyers who have received their education in famous european universities.

such a person is mr. Wei lin, who was recently appointed managing partner in the office in shanghai. graduated with a doctor’s degree from French université panthéon-assas (paris ii), fluent in French and english, specialized in the field of overseas m&a and ipo issues and admiralty law.

mr. lin’s background strongly indicates the

direction the shanghai branch seeks to head towards. it is the objective of the branch to spearhead the firm’s international legal affairs and operations. The international activities will be approached on two main levels. Firstly, legal advice and services will be provided to foreign companies seeking to set up business in china. secondly, chinese companies looking to expand out abroad. in relation to that, mr. lin’s european education and working experience together with his chinese nationality mix together in the perfect blend of understanding chinese needs and legal system and applying to those needs the european experience and expertise in the area.

To meet those needs of the global society, Zhonglun W&d has offices in paris, lyon and riyadh. moreover, Zhonglun W&d is the first and only chinese law firm to have set up an office in london. To further strengthen its international positioning, Zhonglun W&d plans to boost its development by opening branches in hong Kong, seattle and Washington.

additionally, indulging the needs of the chinese business, Zhonglun W&d organizes

a seminar under the caption “going global: laws for chinese enterprises in m&a overseas”, which will be held in Beijing on september 8th 2009. The program is geared towards creating further awareness of the proper positioning and facilitating of international investment and business activities.

after 30 years of fast growth, china’s investment-driven and export-oriented development model, with exports accounting for 40 percent of gdp, had become increasingly difficult to sustain. Thus, china now seeks to transform its growth model in such a way as to revive its economy and to position itself as coming out of this situation as a winner. posing towards the future, Zhonglun W&d proves to be a law firm ready to support this.

Contact details: Address: 19/F Golden Tower, No.1, Xibahe South Road, Chaoyang District, Beijing, 100028, P.R.C Tel: 86-10-6440 2232 Fax: 86-10-6440 2915/6440 2925 Website: www.zhonglunwende.com

Lin Wei

28

NEWS | news >>

ISSUE 6.8

两位资深合伙人加盟国浩北京和上海通过吸引两位资深专业律师加盟，国浩合伙人团队正在稳步扩大。在过去的一个月内，资深保险业律师吴一丁加入其北京办公室，原上海亚太长城律师事务所主任陈学斌加盟其上海办公室。

吴一丁主要从事保险，金融，公司和诉讼业务，她此前曾在北京大地律师事务所从业13年。而陈学斌则擅长代理国际业务和商业诉讼事务。陈律师表示： “国浩律师集团的业务主要集中在公司和商业领域。我认为，国浩的业务重心更适合我的职业发展，并在将来能提供更多商机。“ 目前，上海亚太长城律师事务所主任由徐培华律师担任。

Great Wall Alliance Jin Mao

EHS specialist for Jin MaoFormerly in-house counsel at multinational manufacturerINVISTA,RogersWuhastradedinhisyears of internal legal experience for private practice. WuhasjoinedtheShanghaiofficeofJinMao,leadingtheenvironment,healthandsafety(EHS)practice.

Duringhisin-housetenure,Wudevelopedexpertise in manufacturing plant management, project management, labour relationship handling andEHSmanagement.Healsoworkedin-houseforthree years at a local chemicals company, and spent 10 years with the United States-based Fortune 500 Company,DuPont.

EHSisfastbecominganemergingpracticeinmany law firms, as rapid economic development sees environmental protection and occupational health and safety(OH&S)becomingmoreimportant.

EHS专业律师加盟金茂上海金茂律师事务所近日吸引具有多年跨国公司企业管理经验和公司法律顾问经验的吴荣良律师加盟。吴律师曾经在上海氯碱化工股份有限公司工作三年，并在美国杜邦公司位于上海的企业中从事过十多年的企业管理工作，在企业生产管理、项目管理、劳动关系处理、环境、健康和安全（EHS）管理等方面积累了丰富的实践经验。

加入金茂前，吴荣良律师在美国Koch工业集团所属的英威达公司的法律部门工作。随着吴荣良律师的加盟，在公司法律服务领域，除了传统的公司业务，金茂将在EHS这一新的领域为客户提供法律服务，包括公司并购重组过程中对EHS的尽职调查、工业项目的全过程EHS法律服务、建设工程中的EHS法律服务、工厂日常运行过程中的EHS法律服务等。

MWE China DeHeng

New partner for Shanghai officesOne more partner has been added to the Shanghai branchofDeHengLawOffices.Ma Jun, who was recently promoted to partner at MWEChina,hasswappedthefast-risingfirmforthenewposition.Mastartedpracticingin2003,specialisingincorporatebusinesses,FDIandM&A.Hehasexperienceinanti-monopolyandinternationalarbitration practice areas.

This new appointment to the Shanghai office comes afterthefirmappointedthreeseniorIPpartnerstoitsBeijingheadofficeafewmonthsago.

Richard Wang & Co Llinks

Tax practice launched by LlinksWithChina’staxregimebecomingincreasingly sophisticated, law firms should acquire more tax expertise and skills, to be able to offer value-added corporate legal services to optimise their clients’ success. Shanghai-based commercial law firm Llinks has secured the services of experienced tax partner Clare Lu,whowasseniorpartnerwithRichardWang&Co.

Qualified as a lawyer, accountant and tax agent, Lu is responsible for leading and building the tax legal service team at Llinks. She has worked with Deloitte’staxandbusinessadvisorygroupasaseniorconsultant and tax manager, and serves as vice-chairman of the finance and taxation committee of theShanghaiBarAssociation.

通力新添税务合伙人，设立税务法律服务团队近日, 在税务领域具有十多年咨询和法律服务经验的资深律师陆易作为合伙人加入上海通力律师事务所，并将领导该所税务法律服务团队的设立和发展。陆易律师同时具有中国律师、中国注册会计师以及中国注册税务师资格, 曾在德勤华永会计师事务所税务及商业咨询部有过多年的工作经验。在加入通力前，陆律师曾为小耘律师事务所高级合伙人。

lAterAl hIreS ►

name leaving from: Going to: practice areas: location

WuYiding Dadi GrandallLegalGroup insurance Beijing

Clare Lu RichardWang&Co. Llinks tax Shanghai

Chen Xuebin GreatWallAlliance GrandallLegalGroup international business, litigation

Shanghai

Ma Jun MWEChina DeHengLawOffices FDI,corporate Shanghai

RogersWu INVISTA(in-house) Jin Mao EHS Shanghai

Zhuo(Arthur) Chen

Fried Frank YingliGreenenergy corporate(in-house) HongKong

Steven Sieker BennettJones Baker&McKenzie tax HongKong

Vincent Sum Linklaters Lovells finance HongKong

WinnieNg Baker&McKenzie Minter Ellison PRC employment law HongKong

2009 proMotIonS ►name firm title practice location

Terence Foo Clifford Chance partner corporate Beijing

YangTiecheng Clifford Chance partner finance Beijing

Matthias Feldman Clifford Chance partner corporate HongKong

Matthew Truman Clifford Chance partner corporate HongKong

DonnaWacker Clifford Chance partner litigation, dispute resolution

HongKong

Great Wall Alliance Grandall

Shanghai business adds senior resourceFormerdirectorandpartnerofShanghaiGreatWallAlliance,ChenXuebin,joinsGrandallLegalGroupaspartner.ChenisbasedintheShanghaioffice and his practice areas include international businessandcommerciallitigation.“IjoinedGrandallbecauseofitsfocusonbusiness-relatedpracticeareas,”hesaid.“Ibelievethisfocusbetter suits my expertise and can offer more career opportunities.”

However,therearealsochallengesforChentoovercomeinhisnewrole.“IneedtoblendintoGrandall’scultureandbusinessoperationsbeforeIcanberecognisedasaneffectiveteamplayer.Itisalsoveryimportanttodevelopstrategiestoexpand our legal business practices.” Chen’s spot asdirectoratSGWA,whichemploys36lawyers,has been taken over by partner Xu Peihua.

Afterspending13yearsatDadiLaw,seniorpartner,WuYiding,hasjoinedGrandallLegalOffices’Beijingbranchasapartner.DuringheryearswithDadi,WurepresentedmajorinsurancecompaniesandherpracticeatGrandallfocuseson insurance, finance, corporate and litigation matters. On top of her responsibilities in the firm, shealsoservesasthecurrentvice-chairofBeijing’sBarAssociation’sinsurancepracticecommittee.

Clare Lu

NEWS | news >>


马骏律师加盟德恒上海在被上海元达律师事务所晋升为合伙人后不久，马骏律师决定加入德恒上海分所。

马律师2003年开始律师执业，其业务领域涵盖公司业务和商法、外商直接投资、兼并与收购及离岸反向收购等领域。此外马律师还拥有反垄断和国际仲裁方面的经验。在聘请马骏之前，该所在北京总部任命了三名资深涉外知识产权专家为高级合伙人。

Bennett Jones Baker & McKenzie

Bakers moves on after layoffsAfter announcing that it will trimitsGreaterChinaofficesby11%,Baker&McKenziehas secured the services of tax partner Steven Sieker for its HongKongoffice.ThiswillbeSieker’s second stint at the firm, as an associate from 1998–2004 andpartnerinthetaxgroupfrom2004–07.Heleftfor his native Canada in 2007 to take up a partnership atBennettJones.

SiekerisapastmemberoftheHongKongInlandRevenueBoardofReviewandapart-timelecturerintaxandrevenuelawatTheUniversityofHongKongandCityU.Heisconsideredsomethingofanexpertinthe area of taxation across Asia-Pacific and Canada, where his practice focused on corporate tax advisory work, wealth management and litigation.

Inadditiontotheredundancyconsultationlastmonth,Bakersalsoearmarkedseveralnewpartnersacrosstheregion.JosephDeng,BarbaraLiandScottPalmer were elevated to the partnership on the mainland,whileEugeneLimandJenniferVanDalewerepromotedinHongKong.

贝克•麦坚时继大中华区裁员后任命税务业务合伙人继宣布大中华区办事处将裁员11％后，贝克•麦坚时律师事务所宣布任命 Steven Sieker 担任香港办事处税务业务合伙人。

这将是 Sieker 二度进入贝克•麦坚时工作。1998~2004年间，Sieker 在贝克•麦坚时担任律师，2004~2007年担任税务业务部合伙人，后于2007年返回祖国加拿大，进入 Bennett Jones 担任合伙人。此外，Sieker 还曾是香港税务上诉委员会成员，还曾在香港大学和香港城市大学担任税务和收入法客座讲师。

Sieker 是亚太和加拿大地区税务领域的法律专家，其业务重点包括企业税务顾问、财富管理和税务诉讼。

上月，贝克•麦坚时除宣布裁员计划外，还在该地区任命多位新合伙人。Joseph Deng、Barbara Li 和 Scott Palmer 被晋升为大陆办事处合伙人，Eugene Lim 和 Jennifer Van Dale 成为香港办事处合伙人。

Linklaters Lovells

Lovells builds up finance practiceLovells has appointed former Linklaters counsel Vincent Sum to its finance practice, citing an upturn in structured products and derivatives activity.

Sum will be a consultant in the firm’sHongKongoffice,wherehewill service local and international financeclientsacrossHongKong,China and Tokyo.

Lovells’ head of banking in HongKong,GaryHamp,sayswhile clients have cited improved sentiment in the market, the appointmentisnotaknee-jerkresponse.“We’renot trying to be reactive to a short-term need; rather we’re trying to put in place a very broad and solid foundation so that we’re there for the long term,” he said. “Clients have been telling us that it’s been a difficult market but that sentiment is definitely improving.Ithinktheviewisthatmarketsareontheway up, but it’s a long road.”

路伟任命原年利达律师负责金融法律服务在亚太地区结构性产品和衍生产品交易回暖的背景下，路伟任命年利达原顾问律师 Vincent Sum 负责金融领域的法律业务。

Sum 进入路伟后，将担任香港办事处顾问律师，为香港、中国和东京的本地和跨国金融客户提供服务。路伟香港办事处金融业务主管 Gary Hamp 表示，尽管该领域市场出现回暖迹象，此次任命并非单纯的应需调整。

Hamp 表示：“我们的目的并不在于满足市场的短期需求，而是着力打造内容宽泛且根基扎实的服务基础，以满足市场的长期需求。客户一直认为市场环境较为艰难，但这一状况已大为改观。我认为，市场正在复苏，但前路漫漫。”

Fried Frank Yingli

Corporate lawyer goes in-house YingliGreenEnergy,listedontheNewYorkStockExchange and one of the leading manufacturers of photovoltaicsystems,hasappointedZhuo(Arthur)Chenasitslegalcounsel.ChenjoinsfromtheHongKongofficeofUSfirmFriedFrank,wherehewasanassociate in the firm’s corporate division.

InhisnewroleChenwillberesponsibleforproviding advice to the management team and board of directors on various legal issues, and serve as the primary contact point for outside legal counsel.

Yingli’sfounder,chairmanandchiefexecutiveofficer, Liansheng Miao, said that additionally, Chen will be responsible for assisting the company’s expansion. “Arthur brings his proven legal intellect and valuable experience to innovating and perfecting our products and services,” Miao stated. “Welookforwardtousinghisexpertisetogrowourglobal business with enhanced precision and speed.”

As more PRC companies grow and are publicly listed, competent, internationally-experienced in-house counsel is needed to support operations and strategy execution. Over the past few years, NASDAQ-listedShandaInteractiveEntertainmenthasappointedUS-qualifiedlawyerThomasYih,formerly with Morrison & Foerster in Shanghai, as generalcounsel.AlibabaGrouphashiredformerFreshfields corporate partner Timothy Steinert as generalcounsel,shortlyafterAlibaba.com.’sHKIPO.

Steven Sieker

Vincent Sum

英利绿色能源任命新法律顾问中国领先的一体化光伏产品制造商，美国上市公司英利绿色能源近日任命Arthur Chen 为公司内部法律顾问。

Chen在加盟英利之前，是Fried Frank香港办公室的公司法律师。Chen 将在英利为管理层和董事会团队提供各种法律咨询和支持，并作为法律部门的主要的联络人。

该公司董事长兼首席执行官苗连生表示：“我们希望利用他的专业知识，拓展我们的全球业务，增强我们业务发展的精度和速度。 ”

随着越来越多中国公司不断壮大且在海外上市，公司对内部法律支持的需求与日俱增。在过去几年中，NASDAQ上市的盛大互动娱乐已任命原美国美富律所的Thomas Yih 律师为总法律顾问。阿里巴巴集团也已聘请了富而德香港合伙人Timothy Steinert为总法律顾问。

Baker & McKenzie Minter Ellison

New consultant for Minters After losing its head of PRC employment, Pattie Walsh,toDLAPiperanditsforeigncounsel,ZhouLihui,toJSMMayerBrown,MinterEllisonisbouncing back quickly with a new lateral hire.

The firm has announced the appointment ofWinnieNgasconsultanttoheaditsPRCemploymentpractice,basedinHongKong.

Swift appointments imply that market demand in China’s employment sector allows no room, even foratemporaryvacancy.Ng,whowaswithBaker&McKenzieasanemploymentlawyer,commencedinher role in July 2009.

“Withincreasinginvestor[numbers]enteringthemarkets, there are more companies, particularly multinationals, seeking assistance for complying with labour and contract laws,” said the partner andchairmanofMinterEllison’sHongKongoffice,FredKinmoth.

“Giventhistrend,weseetheneedforatalentedemployment lawyer with a strong understanding of thePRCandHongKongemploymentlandscape.”

Minters now employs 10 partners and 21 lawyers initsHongKongandShanghaioffices.

Winnie Ng 加盟铭德中国劳动雇佣业务团队继中国劳动雇佣业务主管 Pattie Walsh 转投欧华和境外顾问律师周黎辉转投孖士打之后，铭德律师事务所正通过横向招聘快速恢复实力。铭德近日宣布，任命 Winnie Ng 担任香港办事处中国劳动雇佣业务主管。

此次快速任命表明，中国的劳动雇佣市场需求猛增，甚至不允许出现短暂的职位空缺。Ng 此前曾在贝克•麦坚时律师事务所担任劳动雇佣律师，将于2009年7月27日履新。

铭德香港办事处合伙人兼主席 Fred Kinmoth 表示：“随着越来越多的投资人进入中国市场，更多公司正寻求律师事务所的协助，以确保符合中国《劳动合同法》的要求，其中跨国公司的需求尤为迫切。鉴于该趋势，我们需要在中国和香港地区的劳动雇佣领域拥有丰富经验的高水平律师，为雇主提供优质服务。”铭德的香港和上海办事处现有10位合伙人和21位律师。

30

NEWS | news >>

ISSUE 6.8

Clifford Chance

Clifford Chance promotes five to partnerAfterlosingitsspotastheUnitedKingdom’slargest law firm by revenue to Linklaters, and finalising its partnership restructuring plan, Clifford Chance has moved on with the election of 17 lawyers to partnership.

The new partners are based in various locations throughout the global network, including five in theGreaterChinaregion.ThefivenewChina-focused partners include Matthias Feldmann, MatthewTrumanandDonnaWacker(locatedinHongKong),TerenceFooandYangTiecheng(locatedinBeijing).FeldmannandFooaremembers of the corporate practice group, Truman andYangfocusonfinancepractice,andWackerisin the litigation and dispute resolution group.

Inaddition,thefirmhaspromotedtwoofitsmainland-based lawyers to counsel: corporate lawyerGlenMainShanghaiandfinancelawyerMaggieLoinBeijing.

Promotions were effective from August 2009 and will increase the firm’s global partnership numbersto587.InFebruary,CliffordChancerevealed its plan to reduce the size and shape of its partnership, with the restructuring reportedly shrinking the firm’s global partnership number by about15%byearly2010.

高伟绅大中华区晋升五位合伙人在完成制定其全球合伙人架构改革计划后，高伟绅于近日在全球范围内晋升了17位合伙人，包括大中华区的五位律师。

此次在大中华区新提拔的合伙人为香港办公室的Matthias Feldmann, Matthew Truman and Donna Wacker，以及北京办公室的Terence Foo and Yang Tiecheng。他们的专业领域涵盖公司，金融和诉讼以及争议解决。其他12位新提拔的合伙人均位于亚洲以外的办事处。

今年二月，该所宣布将在2010年初前将全球合伙人团队缩减15%。上月，高伟绅宣布上一财年业务总收入下滑5％，年利达从而超越其成为业务收入排名第一的英国律所。

Mapeles shifts two staff to Hong KongOffshore firm Maples and Calder has moved twofinancepartnerstoHongKongtomeetanexpected increase in the number of deals on Asia’s capital markets.

MarkWesternandStaceyOverholthavebeenmovedfromtheCaymanIslandsandLondonofficesrespectively,toleadthefirm’sHongKongbankingand finance practice.

Westernwillfocusonaircraftandassetfinance,while Overholt will specialise in capital markets and structured finance matters.

“From our experience during the past two or

threemonthsthingsaredefinitelylookingup.Webelieve we need more firepower so that when things get back to full blast we will be prepared,” saidHKmanagingpartner,ChristineChang.

This may be sooner rather than later if recent activity is any indicator. Over the past two months several sizeable capital markets deals have successfully closed. Chinese manufacturer ZhongwanglaunchedaUS$1.2bnIPO(thelargestHKIPOofthepastyear)whileBawang’sUS$215mand361Degrees’US$280mIPOswillraiseinexcessofHK$4bn.

Maples强化香港团队离岸律师事务所Maples and Calder 近日将两位金融合伙人从伦敦和开曼群岛调往香港办公室，以壮大在当地日益忙碌的业务团队。此次被调往香港的合伙人为Mark Western 和Stacey Overholt，他们将领导该所在香港的金融和银行业务的发展。Western的专业特长在于飞机融资和资产融资，而Overholt则擅长于处理资本市场和结构性融资类事务。该所香港管理合伙人Christine Chang 表示：”从我们在过去两、三个月的业务情况看，香港市场正在复苏，因此我们需要提前做好准备并壮大在当地的团队，以满足可能将迅速增长的法律服务需求。

Chang的预测并非没有根据。自今年六月以来，Maples and Calder 已经参与了一些大型上市融资项目，包括中旺融资额达12亿美元的IPO, 霸王以及361度的上市项目等等。

ALB Website* 82,418 users last month* 203,968 page views last month * 42,617 subscribers to weekly eNewletter* 563 stories posted last month* 2418 stories archived

ALB eMagazines * 12,812 readers ALB Singapore eMag in June* 11,821 readers ALB Hong Kong eMag in June* PLUS 18,332 hard-copy subcribers

ReadthelatestissueofALBonlineatwww.legalbusinessonline.com

NEWS | deals updates >>


dEbt Capital MarkEtS traNSaCtioNSChinaJuly 16 - august 12, 2009NB: Does not include transaction valued at less than USD100m

Equity Capital MarkEtS liStChinaJuly 16 - august 12, 2009

NB: Does not include transactions valued at less than than US$10m, best efforts transactions and private placements

issuer proceeds (uSdm)

Currency bookrunner(s) Sector

CHiNa

China State Constr Engineering 7342.7 CNY China International Capital Co Industrials

Everbright Securities Co 1604.8 CNY Orient Securities Financials

BBMG Corp 883.6 HKD MacquarieUBSJP Morgan

Materials

Renhe Commercial Holdings Co 720 HKD UBS Real Estate

Xinxing Ductile Iron Pipes Co 513.9 CNY UBS Materials

Guangdong Midea Elec Appl Co 436.1 CNY China Intl Trust & Investment Consumer Staples

China Yurun Food Group Ltd 341.4 HKD Morgan StanleyUnion Bank of Switzerland

Consumer Staples

Sichuan Expressway Co Ltd 263.5 CNY China Galaxy Securities Co Industrials

Zhejiang Xinan Chem Indl Grp 196.1 CNY China Intl Trust & Investment Materials

Lonking Holdings Ltd 135 USD Bank of America Merrill Lynch Industrials

Trina Solar Ltd 129.4 USD Goldman SachsCredit Suisse

High Technology

Tianrun Crankshaft Co Ltd 122.9 CNY Guosen Securities Industrials

China Dongxiang(Group)Co Ltd 110.1 HKD Deutsche BankJP Morgan

Consumer Products and Services

Shanghai SK Petroleum & Chem 107.5 CNY China Euro Securities Industrials

Fuqi International Inc 104.4 USD William Blair & Co Consumer Products and Services

Harbin Electric Inc 100 USD Roth Capital Partners Inc Energy and Power

Accelink Technologies Co Ltd 93.7 CNY GF Securities High Technology

Hangzhou New Century Info Tech 45.1 CNY Guotai Junan Securities High Technology

China Green Agriculture Inc 28.8 USD Roth Capital Partners Inc Consumer Staples

Multi Sports Holdings 24.1 MYR AmInvestment Bank Group Consumer Staples

issuer proceeds (uSdm)

Currency bookrunner(s) Sector

CHiNa

ICBC 5855.8 CNY CITIC SecuritiesBOC InternationalChina International Capital CoGoldman Sachs Credit Suisse

Financials

China Construction Bank Corp 2927.6 CNY CITIC Securities Financials

China Yangtze Power Co Ltd 512.3 CNY Huatai Securities Energy and Power

China Shipping Dvlp Co Ltd 439.2 CNY Bank Communications Industrials

China Power Finance 439.2 CNY Bank Communications Energy and Power

Yangzhou City Constr Invest 292.8 CNY China Galaxy Securities Co Industrials

Shanxi Commun Constr Dvlp 292.8 CNY China Securities Co Industrials

Inner Mongolian Baotou Steel 146.4 CNY China Everbright BankAgricultural Bank of China

Materials

China Development Bank 146.3 CNY Hongkong & Shanghai Bank Bank of ChinaStandard Chartered Bank

Financials

Zhejiang Commun Invest Grp Co 146.3 CNY China Everbright Bank Financials

Shang Yu Water Treatment Dvlp 117.1 CNY Credit Suisse Energy and Power

United Rural Cooperative Bank 117.1 CNY CITIC Securities Financials

Shanghai Shen Jiang Coast 102.5 CNY Guotai Junan Securities Industrials

32

FEaturE | ALB In-House 10 >>

ISSUE 6.8

This year’s in-house 10 feature shines the spotlight on top-performing departments in large domestic companies – all which are either listed companies or parent companies of listed subsidiaries.

In-houseCHINA

China TelecomSector: Telecommunications and

information services

Ranking: 263 in 2009 Fortune

Global 500

Department manager: Zhang JianbinLegal department:Seven in-house lawyers headquartered in Beijing, headed by Zhang Jianbin, with more than 300 in-house lawyers in 31 provincial and municipal branches

The department has established unified communications and cooperation, including fixed arrangements such as monthly teleconference, annual research program, annual cross-training program, and a sharing website.

Flexible arrangements like temporary transfer of lawyers according to work requirements also exist, ensuring efficient sharing of internal legal resources.Expertise and experience:Covers both traditional legal department duties, such as contract review, litigation, and IP rights, and tailor-made legal services to the telecommunication and information services business.

The team has also been involved in the company’s capital market and M&A activities, centring on compliance and risk management, increasing the team’s experience in corporate legal practice as the company’s business and operations grow in scope and sophistication.Biggest challenge:The main challenge comes from the company’s business expansion in overseas markets. Increasing exposure to different jurisdictions requires a higher level of expertise and skillsRecent notable activity:The team has played an important role in China Telecom’s US$15.8bn acquisition of China Unicom’s CDMA business, both as in-house counsel and as the transaction team’s organiser and coordinator. Consisting of a business transfer in relation to CDMA subscribers in 31 provinces in China and related assets transfer relating to a complex CDMA network and share transfers, the transaction involves listed companies China Unicom and China Telecom, which added complexity.

With the assistance of external counsel (Linklaters and Jingtian & Gongchen) and leveraging of the legal team’s in-depth knowledge of the business and industry, the team not only provided high-quality legal services to internal clients, but ensured the smooth and orderly progression of the transaction.

2009 ALB China Law Awards winner

AlB In-hoUSe 10 ►Company Head of legal

China Telecom Zhang Jianbin

IndustrialandCommercialBankofChina

ZhangWei

ChinaLifeInsurance ZhengYong

GDMideaHolding Zhang Chengming

PingAnInsurance (Group)

YaoJun

ShandaInteractiveEntertainment

ThomasYih

China Construction Bank

Cheng Meifen

China Petroleum & Chemical(Sinopec)

Shao Jingyang

China Southern Airlines

ChenWeihua

SinochemInternational LiuWenzhao



Department manager: Zheng Yong, general manager, legal and compliance affairs, Department of China Life. He is also arbitrator of the China International Economic and Trade Arbitration Commission.

China Life Insurance

Sector: Insurance

Ranking: 133 in 2009 Fortune

Global 500

Legal department:Established in 2003, there are 19 staff: thirteen are qualified Chinese lawyers, however, none have international qualifications and experience.

There are five divisions: litigation/arbitration affairs, corporate affairs, compliance affairs, insurance policy, and connected transactions management.Expertise and experience:Everyone has legal education backgrounds and legal experience.Top three responsibilities:1. Drafting, reviewing and commenting on legal documentation, participate in business projects and provide quality legal advice on all arrangement entered into by the company.2. Dealing with litigation and arbitration relating to China Life.3. Prepare documentation for setting up and implementing the compliance framework platforms, review and update compliance standards, improve the compliance system to ensure its effectiveness and appropriateness to the business needs.Top three practice areas:Corporate, compliance and litigation.Top three outsourced practice areas:Corporate, M&A and litigation.Most-used domestic/international firms:King & Wood, Debevoise & Plimpton and Freshfields, Bruckhaus Deringer.What are your main criteria when selecting which external firms to use?Quality, efficiency and charging standards.Biggest challenges:How to adapt ourselves to new situations, in particular after the amended Insurance Law comes into effect from 1 October 2009. Also, how to provide high-quality and efficient legal services to our company.

Industrial and Commercial Bank

of China Sector: Banking and Finance

Ranking: World’s largest bank by market value, ranked 92 in 2009 Fortune Global 500

Department manager: Zhang WeiLegal departmentThe headquarters’ legal department was established in 1996. It currently employs 38 legal staff in six teams, including four focusing on compliance and contract review, one for dispute resolution and one for general management and coordination.Expertise and experience:The legal department has played an important role in ICBC’s progress on globalisation, assisting the company in listings overseas, opening branches in important markets and acquiring shares in foreign banks.

The department has helped the bank keep risks and losses to a minimum during the GFC, and provided strong support to the bank’s innovation and business development areas.

In 2008, legal teams from headquarters and branches issued more than 160,000 legal opinions, provided over 240,000 solutions to prevent and control risks, and participated in more than 20,000 negotiations (over 50,000 hours).In terms of dispute resolution, the department handled more than 20,000 litigation and arbitration cases.

Based on in-depth research on customer complaints and leveraging the expertise of international banks, the department established its customer complaints management policy. ICBC is the first domestic bank to do this.Top three responsibilities:Compliance, managing and handling litigation cases, internal authorisation and customer complaint management.Top three practice areas: Overseas investment and M&A; cross-border syndicated loans and project finance; and other innovative finance products and services, including online

banking, assets trust and management.Top three outsourced practice areas:Cross-border M&A, cross-border syndicate loans, debt litigation, and arbitration.Most-used domestic/international firms:Linklaters, Davis Polk & Wardwell, Allen & Overy, King & Wood, JunZeJun, Global Law Offices.What are your main criteria when selecting external firms?Professional ethics and conduct, diligent and responsible working attitude, and excellent technical skills combined with great attainments in specialised areas.Biggest challenges:With ICBC becoming an increasingly global bank, the legal departments are facing many new challenges.In-house counsel have to understand the legal environment and regulatory framework of each jurisdiction the bank operates in, and ensure that it complies.

Legal departments must assist the bank to manage an increasingly sophisticated array of multi-jurisdictional legal risks and issues, and prevent a legal matter in any jurisdiction from developing into a worldwide public relations crisis.Recent notable activity:Establishing overseas branches and subsidiaries in important global markets, such as New York, Sydney, Moscow, Doha and Dubai. US$5.6bn acquisition of a stake in Standard Bank, the largest bank in South Africa. Takeover of PT Bank Halim Indonesia. US$583m acquisition of Seng Heng Bank in Macau. Restructuring (A-share and H-share IPOs) of ICBC, which is the the largest IPO in the world to date, raising US$21.9bn.

2009 ALB China Law Awards winner

“In-house counsel have to understand the legal environment and regulatory framework of each jurisdiction the bank operates in, and ensure that it complies ”

Zhang Wei, iCBC

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ISSUE 6.8

Department manager: Zhang ChengmingLegal department:Midea’s legal centre was set up in December 2005 and initially had less than 10 lawyers. In late 2006 Zhang Chengming was appointed as head, to clarify its duties, strategy and body.

Now, the in-house department has 23 lawyers based in three different offices over three departments: Chinese affairs, overseas affairs and IP matters.Expertise and experience:The team recently finalised the “Contract Template Project” to formalise various transactions, reduce transactional risks and increase efficiency. A legal management system (similar to legal ERP) was designed, comprising various sub-systems such as contract management, dispute management, trademark management, and E-Archive. LMS is adaptive to various needs and has greatly improved efficiency of the legal centre. The legal team has compiled a list of leading lawyers and firms who specialise in a wide range of practice areas, enabling lawyers in different places to work as an integrated team.Has the legal department role changed?The legal centre has been expanding its practices from disputes settlement to legal risk management. Our lawyers are trusted partners of business units.Biggest challenges:Helping our colleagues from the business units to understand the legal risks in daily business. In fast-growing companies legal risks are easily neglected.

Another major challenge is to keep building the capability of the in-house legal team to support the company, which is one of China’s largest home-appliance conglomerates and has over fifty subsidiaries, some which are listed companies. Also, making sure all in-house lawyers from different offices work effectively.

GD Midea Holding

Sector: Electrical equipment/ appliances

Ranking: One of the world’s largest

home appliance makers

Department manager: Yao Jun, chief counsel. Yao’s practice focuses on securities, IPO and corporate restructuring.Legal department: The legal department was established in 2004, as of June 2009 there were over 200 legal professionals now employed in the department.

The legal department operates under the directional expertise of Yao. There is a legal office in all sectors to deal with matters, with four legal branches: insurance group, banking and securities, PE investment, IP and labourExpertise and experience:Sixty-seven per cent of in-house lawyers passed the Chinese judicial exam, and 35% have a Masters degree in law.

More than 50% of legal staff have over five years experience working within a legal department.Top three responsibilities:1. Avoiding legal liabilities: risks involving the introduction, sales and maintenance of new insurance products, claims and recoveries. Investments, collaborations, mergers and acquisitions. Handling risks within agent and staff management, disclosure of confidential information, intellectual property rights (IPR) and security breaches. Ensuring that operating procedures and penalties are in line with governing regulations.2. Protect company interests: protecting Ping An’s IPR and litigation. Reviewing contracts and legal documents to avoid losses, listing, mergers & acquisitions, issuance of shares or debentures,

Ping An Insurance

(Group)Sector: Insurance and financial services

Ranking: 141 in 2009 Forbes Global 2000

strategies and asset restructuring. Equity arrangements such as drafting legal provisions protecting corporate interests. 3. Promote management standards: enhancing level of corporate governance. Review and ensure the legitimacy of company’s strategic decisions. Provide legal training and advocacy to increase awareness of aligning with company law.Top three practice areas:Claims (control and prevention of legal risks), legal assessment and support for new practices and products, private equity investment projects (PE).Top three outsourced practice areas:Agent litigation cases, construction, infrastructure and PE investments require specialist legal advice. Wealth management and trust require specialists’ advice to ensure it operates in alignment with the changes within the government treasury.Most-used domestic/international firms: Infrastructure – Jun He Law Offices; Property – Zhong Lun Law Firm; Domestic acquisition – DeHeng Law Offices; Foreign acquisitions – Kaiwen, DLA Piper.Main criteria when selecting which external firms to use?Litigation experience, potential of team, the influence of lawyers and the firm, reasonable charges, and history of dealings with Ping An.Biggest challenge: To be able to choose a dynamic legal team and how to manage them.Recent notable activity:Viewing and adjusting the requirements of systems and operations, processes, documents and terms according to the revised Insurance Law. Claims, the control and prevention of legal risks. The recent acquisition of a stake in Shenzhen Development Bank.

Recent notable activity:Issuance of US$48m worth of new shares. To increase production capacity, acquisition of a stake in Hefei Rongshida Laundering Equipment Manufacturing and Wuxi Filin Electronics Investments in Thailand and Vietnam.

Shanda Interactive

Entertainment Sector: Interactive entertainment media

Ranking: One of the largest operators of

online games in China



Department manager: Thomas YihLegal department:Shanda’s legal department has been operating since the company’s inception.At present there are 13 legal staff.Expertise and experience:Each of the senior members of the legal department has over six years experience in practice, including with private firms and in-house.Top three responsibilities:Primarily to advise the company with respect to legal issues surrounding the company’s development.Top three practice areas:Capital markets, M&A, regulatory.Top three outsourced practice areas:Capital markets and intellectual property.Most-used domestic/international firms:Davis Polk & Wardwell, Jade & Fountain.Has the role of the legal service market changed?Due to the high volume of China- initiated transactions, competition with firms competing for clients has increased. I think companies are considering law firms based on both the breadth of their practice areas and their expertise.Biggest challenge: Recruitment – we continue to seek high-quality lawyers for our various businesses.Recent notable activity:Tender offer for 51% of the outstanding equity of Hurray. $175m convertible bond and accelerated share re-purchase plan in 2008. Sale of preferred stock to consortium of international investors of a subsidiary of the company.

Department manager: Cheng MeifenLegal department:CCB’s legal department was officially established in 1999. In June 2008, the department underwent major restructuring.The department was upgraded to the legal and compliance department and incorporated three more functions, including anti-money laundering, risk management and related-party transactions. There are 48 staff in the headquarters’ legal department, and there are more than 1000 full-time legal staff working in the whole system.Experience and expertise:CCB held second place in the 2009 top-listed company for risk management rankings. These rankings were jointly conducted by Peking University Financial Law Research Centre and China National Radio Station. Top three responsibilities:1. Management of all legal affairs, such as disputes, intellectual property management and non- contentious work. This includes reviewing and improving internal policies and regulations, drafting legal documents and important contracts, providing legal support to research and development for new products, and advising on major transactions and projects.2. Ensuring the company is compliant with all relevant law and regulations, which includes supervision of the implementation of internal and external audit, and finding and solving issues that arise from auditing. Manage and coordinate related-party transactions and internal transactions of the whole bank, and lead the anti-money-laundering programs.3. Authorisation management – this is the legal staff who are able to take the lead in handling work authorisations.

China Construction

Bank Sector: Banking and finance

Ranking: 125 in 2009 Fortune Global 500

Most-used domestic/international firms:Jingtian & Gongcheng, King & Wood, Commerce & Finance Law Offices, Beijing Dali, Allen & Overy (UK), Freshfields Bruckhaus Deringer (UK), Sidley Austin (US), Herbert Smith (HK).Has the role of the legal service market changed?The most important criterion of all, I think, is the support and trust you receive from involved parties.The success of the business legal department depends on its ability to risk manage, including the following aspects:1. Effectively identify business development initiatives and legal risks and the effective solutions for problems related to legal issues,2. Will the department assist businesses in drafting clear and concise contracts that align with legal rules and regulations, and note the clear rights and obligations of parties that guard interests? Also, can the legal department help reduce potential ambiguities and controversies for future business operations projects, and lay a solid foundation for business product marketing?3. Whether we can effectively resolve significant legal risks and properly handle major disputes, to ensure the safety of the bank’s assets and maintain a good reputation as a listed company,4. Can the legal department promote the bank’s involvement in legally compliant activities and operations, and uphold strict compliance with external regulatory requirements, to prevent and reduce the risks of money-laundering and related transactions?Biggest challenges:Since the fourth quarter of 2008, many policies were introduced by the government to accelerate economic growth and expand domestic demand. Commercial banks are encouraged to provide loans to business, but it adds more difficulties for the legal department to control risks and ensure compliance. At the same time, to make sure the business’s growth is sustainable.

The current market conditions have put the department’s skills and ability to balance risk management and business development to the test. The GFC has also reminded every financial institution that it’s crucial to prevent and eliminate risks when innovating new products

“Effectively identify business development initiatives and legal risks and the effective solutions for problems

Cheng Meifen, CCB

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and finance structures. This requires the department to be more involved in the process of product innovation, provide stronger support to R&D units, better protect intellectual property rights and work more closely with business units to control risks and avoid any potential disputes and losses.Recent notable activity:US$70m acquisition of AIG Finance, a wholly owned subsidiary of AIG in Hong Kong. Issuance of US$2.9bn worth of subordinated bonds. Bank of America’s sale of US$7.3bn of H-shares in China Construction Bank.

Department manager: Shao JingyangLegal department:The company has established general counsel in both its headquarters and 75 important subsidiaries.It formed a large in-house team with 31 legal counsel located in headquarters, and 1,375 counsel located in subsidiaries.

The department has a strict job division for each position, defined in terms of legal coverage, business area, jurisdiction and clients.

Each member plays a major role assisting others to build a team matching the status of Sinopec.

China Petroleum

& Chemical (Sinopec)

Sector: Oil and gas

Ranking: 9 in 2009 Fortune 500

Expertise and experience:In 2008 the legal team assisted by providing more than 104 contract projects for the business, including overseas investment, Chinese/foreign joint ventures, and M&A transactions.More than 100 legal opinion letters were issued and headquarters drew up and implemented the following policies: Objectives of Sinopec Legal: 2008-2010; and Legal Risk Management Report of Sinopec in 2008.

The legal team carried out work on risk analysis and evaluation systems, and strengthened legal risk prevention mechanisms. In terms of litigation and enforcement, the team directed and handled 82 law suits at home and abroad, and co-rodinated the solutions of 2,168 trade infringement cases.

The department also contributed in shaping new legislation by taking part in 18 national legislation researches in 2008, giving over 60 legal opinions.Top three responsibilities:Analysed and collated 56 domestic joint-venture projects and 12 overseas investment projects, resulting in 12 legal theses and six solutions, respectively. There were 207 forms of standardised contracts in eight categories developed. Actively built up the licenses and certifications management for information technology systems and contract management IT systems.Training scheme:The legal department is very active in sharing its knowledge and experience with peers and colleagues. It has developed 42 special-topic PowerPoints and provides professional training to more than 1,200 people, including the general counsel of subsidiaries, heads of legal affair organisations, in-house counsel, and contract managers.

The department also gave lectures to business people to spread legal knowledge and create a legal culture.Most-used domestic/international firms:Guantao, Haiwen & Partners, Grandfield, Jones Day, Herbert Smith.Recent notable activity:US$8bn takeover bid for Addax Petroleum, a publicly traded company on both the Toronto and London stock exchanges. US$1.9bn acquisition of Toronto-listed Tanganyika oil. Sinopec and CNOOC joined forces to buy assets in Trinidad and Tobago from Canada’s Talisman Energy, for around US$315m.

Department manager: Chen WeihuaLegal department:China Southern Airlines is the world’s seventh- largest airline and the biggest in Asia by fleet size. In the same year when the company was listed in Hong Kong and New York, its in-house legal team was formed.

At that time, the team consisted of four members, with Chen as the deputy director. In 2003, in accordance with regulatory requirements, a legal department was established, employing 17 staff. Chen was promoted to general counsel and general manager of the legal department that year.

The department currently employs 30 legal staff in four teams, responsible for contract and risk management, litigation and arbitration, and international affairs respectively.Expertise and experience:In 2006, Chen was awarded the “top-ten general counsel of central-level SOEs” by the State-owned Assets Supervision and Administration Commission of the State Council (SASAC).In 2008, the department handled 119 disputes and non-contentious legal matters, avoiding economic losses of about RMB140m. It was also awarded “top-ten legal departments of central-level SOEs” by the SASAC.Top three responsibilities:1. Providing legal advice for major business decisions, and ensuring the legitimacy and compliance of risk control and management2. Responsible for managing all commercial contracts of the company and reviewing major contracts3. Management of all litigation and arbitration casesMost-used domestic/international firms:Allen & Overy, Norton Rose, Herbert Smith, DLA Piper, King & Wood, Run Ming, Zhong Lun W&D, Guangdong Z&T.What are your main criteria when selecting external counsel:

China Southern Airlines Sector: Aviation

Ranking: 1084 in 2009 Forbes 2000

“Another major challenge is to keep building the capability of the in-house legal team to support the company”

Zhang ChengMing, gd Midea holding



Costs, qualify of service, professional standards, and communication skills.Has the role of the legal service market changed?The development of the market has been rapid in the past few years, moving towards a more standardised and comprehensive direction. As a result, the market is more competitive and, therefore, the cost of legal services is also becoming more reasonable.

In recent years, great changes have been made to the legal systems of the aviation industry. CSA has shifted its functions in three ways:1. From handling mostly legal disputes to risk management. Work now places an emphasis on prevention-oriented management,2. The legal department shifted from a passive role to active management. In 2004, an electronic system in contract management was established and used as a company-wide platform,3. Work within legal risk-prevention extended to a more comprehensive form of risk management. In 2006, CSA began to build a company-wide risk management function for all aspects and standard risk management processes were established to ensure coordination.Biggest challenges:The main challenges for us lie in shifting from traditional legal work to comprehensive risk management, and integrating the in-house legal function into the business.Recent notable activity:Recruitment of new flight attendants and self paying pilot recruitment projects, sales of Airbus A300, MD-82 and MD-90, and introduction of the Boeing 787 and Airbus 380.

In-house

Department manager: Liu WenzhaoLegal department:Officially established as a separate functional department in 2004, in-house legal counsel was permanently appointed in 2008, based in Singapore. Currently employs 10 staff due to Sinochem’s international business expansion.Expertise and experience:In recent years, the legal department’s role has gone through significant changes. The functions and depth of the department’s involvement in business processes, particularly in business development, investment decision making, strategic planning and risk management, are more prominent.

As the company expands scope and enters into new markets, we increasingly need assistance and advice from external counsel who are familiar with overseas jurisdictions, markets and legal environments, and who have extensive expertise in specialised areas.Top three responsibilities:1. Risk prevention – contract review, control and management of risk, legal training.2. Legal remedies – default warning, reconciliation, negotiation, arbitration.3. Managing investment projects – M&A, due diligence, cooperate governance.Most-used domestic/international firms: Jones Day, Baker & McKenzie, Jun He Law Offices, Tianyuan, Zhenghan Law Firm.What are your main criteria when selecting external counsel?Professional ability, language proficiency, cost-effectiveness and reputation.Has the role of the legal service market changed?A good legal department is trusted and respected within the company, and has significant influence on investment decision-making processes.

Sinochem International

Sector: Chemicals

Ranking: its parent, Sinochem Group,

ranked 170 in 2009 Fortune Global 500

It is also able to improve the company’s awareness of the rule of law and enhance regulatory compliance.

Competition is fierce, but the quality of services provided by different firms varies. Legal professions are increasingly specialised in particular areas and many firms are focusing on development in high-end practice areas.

As the legal industry becomes more sophisticated, the importance of using professional tools, such as knowledge management, industry statistics, market intelligence and legal databases is becoming more prominent.Biggest challenges:How to effectively manage an ever-growing IP portfolio and protect the company’s intellectual property rights in domestic and overseas markets remains a challenging task.

Another challenge lies in managing risks and protecting the company’s interests and rights in the domestic legal framework. Managing the differences between domestic and international legal practices and help senior management understand the differences is also a challenge for us.Recent notable activity:In 2007, an agreement to acquire a 28% stake in Jiangshan Nantong Pesticide Chemical. In 2008, through a wholly owned subsidiary of Sinochem International (Singapore) Ltd, tendered an offer for a 51% stake of SGX-listed company GMG Global Ltd.

Also, winning a four-year cross-jurisdiction legal case against Malaysia International Shipping Corporation.

“As the company expands scope and enters new markets, we increasingly need advice from external counsel”

liu WenZhao, SinoCheM

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FEaturE | Anti-Monopoly >>

ISSUE 6.8

Climbing the learning

at the twelve-month anniversary of the Anti-Monopoly Law’s effective date, ALB China investigates how aml practices have developed during the year.

For many new practices and businesses, the first year is usually the most difficult one. However, it’s not entirely true

when it comes to law firms’ antitrust practices, which have seen demand for services and advice going up ever since the country’s Anti-Monopoly Law (AML) took effect on 1 August 2008.

During the first year of the new regime’s existence, much has been accomplished but more remains to be done. In terms of the legal framework, a series of implementing measures and guidelines have been issued.

Some landmark decisions have been made under the regime, while many more are yet to be finalised and promulgated. Law firms have been actively advising clients on merger control and compliance with the new law, but haven’t tapped into the practice’s full potential yet.

A number of international firms are enjoying a head-start, as they have established an anti-trust/competition practice in major jurisdictions, such as the EU or US. Leading the pack is magic circle firm Freshfields Bruckhaus Deringer.

The firm’s China offices started working on merger control provisions for its foreign clients back in 2003. Its China anti-trust, competition and trade (ACT) practice was formally set up when it transported London ACT practice partner, Alex Potter, to Beijing in November 2007, on the back of the introduction of the new law.

In March this year, Beijing-based ACT counsel Michael Han was elected to partnership. The firm’s ACT team currently consists of ten members, led by three partners: Connie Carnabuci in Hong Kong and Nicholas French and Michael Han in Beijing.

“We saw China as a strategically important part of our global ACT practice, and the new AML regime is developing rapidly, so it’s sufficiently important for us to have partners on the ground and stay at the forefront of the developments,” says Nicholas French, a London-based ACT partner seconded to Beijing recently. He replaces Alex Potter, who headed back to London after 18 months in Beijing.

curve



“Our strategy is to combine our international expertise and experience with local expertise and knowledge … because although the law is very similar to that of Europe, there are some significant differences.”

Since Freshfield’s China ACT practice team was set up, it has seen a steady stream of merger control work, including representing the target company in the high-profile US$2.4bn Coca-Cola/Huiyuan deal. This was the first transaction blocked under AML.At the same time, the firm has been instructed by many multinationals to provide compliance services and train legal and business staff.

In addition, large PRC companies that are investing overseas also increasingly turn to Freshfields for antitrust and competition advice in other jurisdictions. At the moment, it is advising China Air on its US$825m acquisition of an additional stake in Cathay Pacific, from CITIC Pacific. A team led by partners Alan Ryan and Michael Han is working closely with the corporate team on the deal, handling competition issues.

A number of other international firms have also relocated partners and senior associates from Europe or the US to build up their anti-trust/competition capacity. Linklaters, for example, relocated Swedish partner Erik Söderlind to Hong Kong last September, to become the first head of competition and antitrust in Asia.

Last April, Lovells’ competition law specialist and counsel Kirstie Nicholson moved from Brussels to Shanghai in response to an expected influx of competition-related work.

For many domestic firms, the Anti-Monopoly Law has transformed what was once an ancillary activity into a distinct practice area. Before the AML was introduced, many law firms, particularly those with a strong track record in large cross-border M&A transactions, had already started handling merger control filings for their foreign clients before The Ministry of Commerce (MOFCOM).

Now, they are building a stand-alone AML practice on the foundations they have already laid. Domestic M&A

powerhouse legal firm Commerce & Finance Law Offices has set up an AML group consisting of several partners and 10 associates. The group has handled many influential concentration notification filings.

Two recent highlights include advising on Chinalco’s US$19.5bn investment into Rio Tinto and China Eastern Airlines’ acquisition of Shanghai Airlines. “We plan to grow our AML group in the earn future as compliance demand is increasing dramatically,” says Zhang Xinyang, an experienced AML lawyer at the firm.

“The big challenge for a majority of the domestic firms to develop an AML practice, is that there is a lack of experienced specialists in the market. With more cases handled and [when]more precedents become available, this will change step by step,” says Zhang.

“As for our firm, the biggest challenge now is how to collect [the] enormous underlying data and evidence, quickly and economically, as clients always have limited resources and abilities.”

Landmark casesFor firms that are interested in establishing an AML practice, the first 12 months of the regime is an interesting, important and foundation-building year. Over the past year, several key implementing rules and guidelines have been issued to provide guidance on how AML will be applied.

More importantly, there have been three decisions published by the MOFCOM that will set a certain degree of precedent for future merger control practice. “It’s been interesting in observing a very limited number of decisions that have been published,” says Freshfield’s French.

“The three published decisions illustrate that MOFCOM will enforce vigorously under the AML and show that the enforcement agency has become more sophisticated. There are mixed signs, and certainly include some good signs,” he adds.

“Development is all directionally right, giving us an idea of the role that MOFCOM will be playing. It’s clear that MOFCOM requires a lot of information for merger control filings and it takes things very seriously, but it takes a flexible and creative approach to remedies,” he says.

Leading domestic firms, such as Jun He Law Offices, share the same perspectives with their international counterparts. Jun He’s lead partner in their AML practice group, Janet Hui, sees the decisions are milestones in the developing history of the AML, with significant impact on foreign companies investing in China as well as M&A law firms.

“After the three decisions were announced, AML has quickly become a very critical issue to the completion of major transactions,” says Hui. “If a firm doesn’t have the expertise and skills in handling antitrust and competition issues, it may well face the possibility of losing a client that is looking to do a large M&A transaction, for example.”

“The need for a competent domestic firm to handle merger control filings is particularly important, because international firms can’t file notification before MOFCOM.”

Jun He Law Offices has advised clients in many merger control filings, however, it has experienced a slight drop in the number of filings handled this year, mostly due to the effect of the

“As for our firm, the biggest challenge now is how to collect [the] enormous underlying data and evidence, quickly and economically, as clients always have limited resources and abilities”

Zhang Xinyang, CoMMerCe & finanCe

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global financial crisis. However, Hui is positive that when more implemented rules are in place and become effective, and M&A activity picks up again, there will be more business opportunities.In addition, Hui’s team has been busy with instructions from clients to carry out compliance reviews and mitigate the risk of being investigated or sued.

Currently, eight partners and eight associates in the firm’s Beijing head office dedicate the majority of their time to AML practice. Jun He Law Offices will adjust the size of the team, however, according to client demand.

Changing work balanceIn the first year of the AML regime, legal work has been mainly in the context of M&A transactions and merger control. However, antitrust and competition lawyers are anticipating that issues surrounding cartel and abuse of dominant market position will become the main driver of business.

These legal issues will be the next focus of development in coming years. “Law firms have been active in merger control areas for several years, as it is a fully formed process,” says Peter Wang, partner in charge of Jones Day’s Beijing office and co-head of the firm’s China antitrust practice.

“But development and enforcement on other aspects of the AML, such as cartel and abuse of dominant market position, reminds slow. In the end, these areas will have more impact on foreign companies investing in China and companies operating in China, as well as drive the practice growth.”

As international firms are barred from representing clients before Chinese courts, domestic firms have an advantage in developing business in AML-related private litigation.

Managing partner of Grandall’s Beijing office, Zhan Hao, believes that domestic firms will play an increasingly important role advising clients on anti-monopoly law enforcement issues.

“Advising on matters related to merger control will be only one part of the antitrust practices at PRC firms, in anticipation of a significant increase in litigation under the AML,” Zhan says.

“We are also developing expertise and resources in private antitrust litigation, dominance and abusive

The new precedentsFrom 1 August 2008 to the end of June 2009, MOFCOM received more than 100 concentration notification filings, 69% which involved foreign companies. MOFCOM accepted 58 of the filings and 46 reviews have been completed. Under AML, MOFCOM is obliged to publish decisions blocking transactions or imposing conditions, but not other clearance decisions. Only three decisions are available:

InBev and Anheuser-BuschOn 18 November 2008, MOFCOM approved (with conditions) InBev’s US$52bn acquisition of Anheuser-Busch (AB). This is the first published decision since the AML became effective, observing that it is a significant consolidation and that the competitiveness of the new enterprise will be increased.

The decision notes the transaction will give the parties a large combined market share. In order to reduce possible adverse effects on future competition in the Chinese beer market, MOFCOM required InBev-AB to obtain its consent before implementing certain transactions in China. “The InBev decision provides a valuable

Coca-Cola and HuiyuanOn 18 March 2009, MOFCOM blocked Coca-Cola’s proposed US$2.4bn acquisition of Huiyuan in the first prohibition decision adopted under the AML. It was a high-profile case watched closely by the business and legal communities.

There are grave concerns about this decision, mainly because the reasonings in it were very general, and the transaction involved a well-known multinational company and a famous national brand. DLA Piper’s Asia head of competition practice, David Cox, points out that the ruling adopted by MOFCOM on Coca-Cola’s acquisition of Huiyuan is similar to a decision made

insight into how MOFCOM is likely to approach future transactions,” said Mallesons Stephen Jaques partner, Martyn Huckerby, a Shanghai-based competition and antitrust lawyer. “”

According to Huckerby, the decision is significant because it further emphasises the importance of parties consulting and negotiating conditions with MOFCOM, before and after the transaction, to obtain clearance.

“The InBev clearance came at a similar time to the [conditional] US and UK clearances, which suggests that MOFCOM will consider the approach being adopted in other jurisdictions but will reach its decision in a manner that reflects its understanding of the relevant circumstances in China,” he says.

previously in Australia. In 2003, the Australian Competition and Consumer Commission (ACCC) opposed the acquisition of Berri Ltd by Coca-Cola Amatil, the Australian Coca-Cola bottler and partly-owned affiliate of The Coca-Cola Company.

In both cases, the regulator’s major concern was that Coca-Cola would gain the ability to leverage a dominant position in the carbonated soft drinks market into the juice market.

“This will always be a difficult case and the reasonings adopted by MOFCOM are classic reasonings of [worldwide] competition authorities with similar cases,” Cox states. “It clearly shows that AML and competition law has come of age.”

Mitsubishi and LuciteOn 24 April 2009, MOFCOM announced the conditional approval of Mitsubishi Rayon’s US$1.6bn acquisition of Lucite International Group. This is the first decision requiring parties to divest a portion of their production capacity as a condition of approval.

MOFCOM accepted the proposal provided by the parties. “The remedies are quite creative,” says Nicholas French, partner of Freshfields. “It provided significantly more details than prior decisions and is considered a more valuable precedent for future acquisitions in China,” says Jun He Law Offices partner, Janet Hui.



conduct investigations and intellectual property-related unfair competition cases,” he adds.

Chinese courts have just begun hearing cases under the AML. Some of the current litigation includes Li Fangping and Beijing Netcom, Renren and Baidu, and Beijing Shusheng and Shanda Interactive.

Chen & Co is another forerunner firm in AML practice. The firm has considerable experience in handling merger control filings. One of its deal highlights has been advising Zhejiang Supor, an A-share listed company, in accepting a strategic investment and merger offer by France’s SEB Internationale. This is the first foreign M&A transaction to have undergone the complete anti-monopoly investigation proceedings.

In litigation, the firm recently advised a domestic website filing a complaint under the AML against search-engine company Baidu for abuse of monopoly position.Although many in the field believe it may take some time

for antitrust work in China to reach its full potential, few will doubt that one day it will become comparable to other major legal markets.

“As enterprises continue to grow and expand, the concentration of undertakings will increase, says Lin Zhong, a key partner in Chen & Co’s AML practice group, and head of the international business department.

“With the legal framework continuing to perfect [itself] and the anti-monopoly enforcement authorities becoming more experienced, the amount of AML private litigation, investigation and enforcement activity will increase strongly,” he says. “All of these factors will lead China to become another major anti-monopoly jurisdiction.” ALB

“After the three decisions were announced, AML has quickly become a very critical issue to the completion of major transactions. If a firm doesn’t have the expertise and skills in handling antitrust and competition issues, it may well face the possibility of losing a client who is looking to do a large M&A transaction”

Janet hui, Jun he laW offiCeS

Third, the relationship between assorted balancing factors. defining the relevant commodity and geographic market requires balancing numerous factors, such as price, use, and trade barriers, among others. each can have decisive effect on relevant market definition. Therefore, when arguing for a definition of relevant market, the involved enterprise should be prepared to explain the significance of each factor and relationship, if any, between the different factors.

actively participating in defining the relevant market is the surest means for an involved enterprise to ensure a favorable outcome in an antimonopoly case.

Dr. Lin Zhong, Partner Chen & Co. Law Firm (瑛明律师事务所) Suite 1901 North Tower, Shanghai Stock Exchange Building, 528 Pudong Nan Road, Shanghai 200120, P. R. C Tel: (8621) 6881 5499 Fax: (8621) 6881 7393/6069 www.chenandco.com

Firm Profile Chen & CoDefining Relevant Market:

Enterprise Participation Needed

in antimonopoly law, the definition of relevant market is the starting point for analyzing competitive behavior. To provide guidance on defining “related market”, the antimonopoly

committee of the state council promulgated the “antimonopoly committee of the state council‘s guidelines for defining the relevant market” (the “guidelines”) on July 7, 2009.

The guidelines describe the basis, general methods, and key factors for defining relevant market, as well as the “hypothetical monopolist test”.

The guidelines permit authorities to define relevant market using the relevant commodity or geographic market. For matters involving technology transfer, licensing or other ip rights, the authorities may also be required to define the relevant technology market and consider related factors, such innovation ability.

The definition of relevant market is often determinative in antimonopoly cases. as such, an enterprise under investigation should always strive to work with authorities to develop the definition. in particular,

the enterprise is advised to focus on the following points:

First, the rate for small but significant and non-transitory increase in price (ssnip). Because the ssnip rate has a significant effect on substitutability analysis for like products, it shapes the range of the relevant market. The guidelines call for antimonopoly authorities to fix the ssnip rate at five to 10 per cent when using the “hypothetical monopolist test”. however, as the actual rate may fall between these points and may be capable of being determined fairly accurately based on known industry factors, the enterprise should persuade antimonopoly authorities to determine and adopt the most accurate and favorable rate.

second, the source of statistical data. authorities use myriad sources of statistical data for substitutability analysis. Because the statistical data chosen will affect the results of substitutability analysis, the involved enterprise must identify the types and sources of statistical date favorable to its position and advocate for its use by the authorities.


Dr. Lin Zhong

42

FEaturE | Shipping >>

ISSUE 6.8

Like a violent storm bringing challenges to a ship’s captain and crew, the turbulent shipping market is testing

specialist lawyers to their limits.The past 18 months has seen trade

volumes experiencing the biggest drop in decades, with the global shipping industry going from boom to bust. However, the changing tide has kept shipping practices afloat. “The shipping industry is one of the industries most hit by the global financial crisis, and there have been many drastic changes,” says DLA Piper’s managing partner of the Shanghai office, Roy Chen.

“Many clients had no choice but to involve lawyers to rein in deficits and protect their business interests through litigation and arbitration.” Chen, who has 18 years’ legal experience, notes the industry enjoyed a long prosperous period until the GFC affected business in September 2008.

The recent market collapse, however, has generated much dispute-resolution work for him and the firm. “A large number of disputes will arise when there is drastic fluctuation in the market or the prices tumble very quickly,” Chen states. “Many long-term shipping contracts entered into at the peak of the boom are now causing huge problems, as they are renegotiated and contentious issues come to light.”

Compared to a year ago, DLA Piper’s Shanghai office is handling a larger number of litigation and arbitration cases. It is also representing clients in more complex cases with much bigger claims, and involve large numbers of parties across different jurisdictions.

“The claims we have submitted in recent months range from US$30m to US$100m. It is quite common now for a case to have a disputed amount over US$30m, which is much more than before,” Chen says.

Most of the international contracts DLA Piper is involved in refer any disputes for arbitration in London, Hong Kong and Singapore, as these cases are increasingly involving cross-jurisdictional issues.

Clyde & Co is another international firm that has been busy handling disputes out of its Shanghai office, established in 2006. “For the past 12 months, the volume of corporate and investment work has gone down, but the decline in non-contentious work is clearly offset by the sharp peak in dispute-resolution work,” the firm’s Shanghai partner, Ik Wei Chong, says.

“When times are really tough, parties and clients are more interested in getting as much money back as they can, even if it is by way of debt collection or arbitration.”

Chong’s practice, which focuses on dispute resolution, estimates that the volume of disputes handled by the

a drastic fall in international trade and ocean freight rates sees a significant increase in demand for shipping dispute-resolution services from legal firms and top-notch lawyers

Changing tides


Firm Profile Kingfield Law Firm


What can a client expect from his maritime lawyer?

as maritime lawyers, what we can do for our clients is far beyond litigations and arbitrations. in fact, we participate in almost

every aspect and stage of their business, for instance, the risk evaluation/ procedure design before signing the contract and the crisis management during performance. What we provide to our client is actually integrated legal service with the ultimate aim of promoting safety and success of business.

providing such service requires particularly experience in shipping industry and international trade, including such matters as cargo claims, bunker disputes, laytime and demurrage disputes, hire and off-hire claims, ship repair claims, performance warranties, commodity disputes, ciF and FoB contracts, trade finance and documentary credits, cargo policies, haulage and freight forwarding contracts.

Kingfield shipping team’s participation in an importer’s negotiation could be a

good example for the above point of view: a disponent owner sub-let the vessel to an indian cFr seller. undoubtedly, the charterer is under an obligation of making payment for the freight. however, rumor indicates that the disponent owner is sticking in a financial crisis. The charterer refused to make payment for fear that the disponent owner will not pay the hire under the time charter party. They have dispute upon demurrage as well. The vessel therefore stopped in the middle way, with losses accruing everyday. in this case, lawsuit is supposed to be the last choice. according to our suggestion, an escrow agreement was finally signed by the parties concerned wherein the charterer agrees to bunk the vessel and pay part of the demurrage to the disponent owner, while the rest of the freight will be kept by the holder of the B/l (who is trusted by both the charter and the disponent owner) on behalf of the disponent owner, and will be paid on provision of the d/o. in this way, all parties’ interests are well protected while the business goes fluently.

By Jane Zhang, Senior Partner, and Perry Cai, associate. Beijing Kingfield Law Firm Email: [email protected]; [email protected] Tel:86-10-58156278 Fax:86-10-58156270/71 406, CYTS Plaza, 5 Dongzhimen South Avenue Dongcheng District, Beijing, China 100007

Perry CaiJane Zhang



Shanghai office has increased by 50% year-on-year. Disputes where the firm represented local clients have doubled.

Leading domestic shipping firms, like Sloma & Co, the winner of ALB’s 2009 China Shipping Law Firm of the Year award, are representing an increasing number of clients settling international disputes. “The dramatic changes in market conditions from the 2007 peak have caused a significant amount of disputes between foreign parties and Chinese companies,” Sloma’s managing partner, Yu Genrong, says.

The firm has a particular strength representing foreign clients in maritime and insurance dispute-resolution. According to Yu, the largest increase in disputes has risen from charter party and shipbuilding contracts.

In addition to advising foreign clients, Yu notes that the firm has enjoyed a steady stream of legal work from domestic companies. “Domestic legal work is going as normal, because the domestic companies are less affected by the GFC,” Yu says.

Pick your sideShipping cases usually involve a long chain of contracts with many parties, including financiers, ship owners and operators, shipyards, charterers, insurers and importer/exporters. Each party will need separate legal representation. For example, seven different parties will be advised by seven different legal advisors.

“Because of the nature of shipping business, it has generated significant demand for dispute-resolution legal services,” Chen says. “However, due to conflict of interest issues, often a law firm can only represent certain groups of clients in this industry.”

“Many long-term shipping contracts entered into at the peak of the boom are now causing huge problems, as contentious issues come to light when they are renegotiated”

roy Chan, dla PiPer

DLA Piper’s Shanghai shipping team focuses on relationships with large, local shipping companies, like China Shipping, COSCO and Sinotrans. As the shipping market has different specialised segments, lawyers have to be equipped with niche legal skills and knowledge to be competent advisors.

This is another reason why it’s essential for shipping lawyers to be specialists. “The business and operations of different parties in the shipping industry vary widely, so only a specialised legal advisor can provide quality services,” says the managing partner of Kingfield Law Firm, Zhang Shuzhen.

Firm Profile Kingfield Law Firm


What can a client expect from his maritime lawyer?

as maritime lawyers, what we can do for our clients is far beyond litigations and arbitrations. in fact, we participate in almost

every aspect and stage of their business, for instance, the risk evaluation/ procedure design before signing the contract and the crisis management during performance. What we provide to our client is actually integrated legal service with the ultimate aim of promoting safety and success of business.

providing such service requires particularly experience in shipping industry and international trade, including such matters as cargo claims, bunker disputes, laytime and demurrage disputes, hire and off-hire claims, ship repair claims, performance warranties, commodity disputes, ciF and FoB contracts, trade finance and documentary credits, cargo policies, haulage and freight forwarding contracts.

Kingfield shipping team’s participation in an importer’s negotiation could be a

good example for the above point of view: a disponent owner sub-let the vessel to an indian cFr seller. undoubtedly, the charterer is under an obligation of making payment for the freight. however, rumor indicates that the disponent owner is sticking in a financial crisis. The charterer refused to make payment for fear that the disponent owner will not pay the hire under the time charter party. They have dispute upon demurrage as well. The vessel therefore stopped in the middle way, with losses accruing everyday. in this case, lawsuit is supposed to be the last choice. according to our suggestion, an escrow agreement was finally signed by the parties concerned wherein the charterer agrees to bunk the vessel and pay part of the demurrage to the disponent owner, while the rest of the freight will be kept by the holder of the B/l (who is trusted by both the charter and the disponent owner) on behalf of the disponent owner, and will be paid on provision of the d/o. in this way, all parties’ interests are well protected while the business goes fluently.

By Jane Zhang, Senior Partner, and Perry Cai, associate. Beijing Kingfield Law Firm Email: [email protected]; [email protected] Tel:86-10-58156278 Fax:86-10-58156270/71 406, CYTS Plaza, 5 Dongzhimen South Avenue Dongcheng District, Beijing, China 100007

Perry CaiJane Zhang

44


ISSUE 6.8

Sailing forwardThe pie of the global shipping legal market is shrinking gradually, mainly due to contracting “wet” work – collisions and casualty. However, many shipping lawyers are positive about what China will offer in the next decades.

“Within shipping litigation practice, the last 10 years have seen less major casualty-and-cargo claims, a result of the stricter regulations and enforcement, improved containerisation and new technologies,” says Sloma & Co’s Yu.

“Traditional shipping legal practices in some developed countries have stagnated. The shipping industry in China, on the other hand, is young and emerging rapidly as a potent player in the global market. Shipping legal practices will continue to prosper in the next two to three decades at least.”

Riding the wave of a boom in the past five years, several shipping-focused firms have experienced strong growth and developed into large, national firms with a network of offices in important port cities. Sloma & Co, for example, has become a full-service firm through its 2007 merger with Shanghai law firm Siway & Seaway.

Zhang also heads up the firm’s international trade and shipping team, with 10 lawyers. The team is one of the few practices with extensive expertise representing shippers, having advised many well-known trading and import/export companies, like Sinochem and China Minmetals.

Shanghai-based law firm SG & Co, who traditionally serviced international P&I clubs, is now shifting its emphasis to ship finance, shipbuilding and sale and purchase contractual work. “Many shipyards entered into contracts when the shipping market was booming, without paying attention to details and seeking professional legal advice,” says managing partner of the firm, SG Huang.

“They now face major disadvantages in litigation and arbitration against their foreign partners, [and] their unfamiliarity and lack of experience with international arbitration procedures also add to their disadvantages.”

Damages and losses from the market’s collapse may, however, serve as an expensive and valuable lesson to domestic shipyards and other shipping companies, who don’t know how to use legal means to protect their interests.

“We’ve seen opportunities in helping domestic shipyards and ship-owners prevent and manage legal risks. After experiencing the tough times, riding them out and learning from them, more shipyards and ship-owners will increasingly recognise the importance of legal advice in contract negotiations, and the value good legal advisors can add to the business,” Huang says.

The firm now has seven partners and 25 lawyers in the shipping practice group, with branch offices in Suzhou, Shenzhen and Berlin.

Shipping powerhouse firm Wang Jing & Co now has a large and competent team of shipping lawyers in its Guangzhou head office and branches in Shanghai, Tianjin, Qingdao, Xiamen and Shenzhen.

International firms echo this optimism. “China has been a main player in [the] international trade and shipping industry: going forward, the country will continue to be a dominant player,” says Clyde & Co’s Chong. “Currently, the majority of our work is done for clients who are investing and have financial activity overseas, or running into disputes in foreign countries. As Chinese shipping companies become more active in the international market, their need for legal services from international firms will continue to increase.”

Domestic shipping firms are looking to expand once the market recovers. As more shipping activity happens, interesting transactions and disputes will arise. China will be the place to be for those shipping lawyers who are looking for excitement. ALB

“China has been a main player in [the] international trade and shipping industry, and will continue to be a dominant player for the next decade”

ik Wei Chong, Clyde & Co

ISSUE 6.844

FEaturE | award winners >>


Winner profileshipping law Firm of the Year: sloma & co

When managing partner Yu Genrong accepted the trophy for Shipping Law Firm of the Year,

he knew that he and his firm had no time to rest on their laurels. Genrong founded the business as a Shanghai-based boutique shipping firm in 2001, and has developed it into a full-service law firm with branch offices in Suzhou, Shenzhen and Berlin, following the merger with Siway & Seaway in 2007.

“We firmly believe that the effect of the combination of the two firms will be far greater than the sum of the two,” Genrong says.

Winning the award is recognition of the positive outcome of the merger on Sloma & Co’s shipping practice. The firm now provides clients with a wide range of corporate and commercial legal services, covering banking and finance, foreign investment, real estate and intellectual property, and offers one of the most reputable and comprehensive legal services for shipping circles among domestic firms.

Sloma’s shipping group, led by Yu, has seven partners and 25 lawyers. Among them are former in-house counsel from China Shipping Group and China Merchants Group, and a former partner of United States maritime law firm Healy & Baillie (now merged with Blank Rome). Some of Sloma’s partners are also professors of law in major universities in China – Fudan University and Shanghai Maritime University. They have published books and articles in both Chinese and English on various legal topics. Genrong credits the firm’s technical expertise and capacity to operate collaboratively for clients across a number of practice areas and centres. “The combined resources and expertise enables us to advise clients on complex cases and projects, and handle many different issues in different cities at one time,” he says.

Sloma & Co’s shipping practice group has been involved in a large number of transactions and disputes in the shipping industry, most with an overseas element. The group has a particular strength in representing foreign clients in maritime and insurance dispute resolution. For example, in 2008 Sloma negotiated and completed several hundred-million dollar new shipbuilding contracts, for United States and Greek shipowners with Chinese shipyards. The firm settled five major collision cases, more than 12 cargo-damage defence cases and three maritime arbitration cases.

It also advised on some major ongoing cases, including representing several foreign shipowners before Shanghai Maritime Court to defend against three oil pollution claims, totalling over US$10m. Sloma represented UK P&I Club before Wuhan Maritime Court to defend against a large soybean damage case with a dispute amount of US$7m, and advised Chinese shipowners in Hong Kong arbitration concerning a charter party dispute over US$11m. A major Chinese shipowner was represented in Wuhan Maritime Court, seeking indemnity against a major steel corporation for pre-loading steel product damages, worth over US$10m.

In the first six months of 2009, Sloma experienced a reduced demand for corporate and transactional legal services as a result of the global financial crisis, but reported a surge in the number of shipping dispute-resolution instructions. “The international shipping industry has been hard hit by the global financial turmoil, because of waning demand from trade. The dramatic changes in market conditions from its 2007 peak have caused a significant amount of disputes between foreign parties and Chinese companies,” he says.

The largest increase in the number of disputes has risen from shipbuilding

contracts and charter party contracts. Yet in addition to helping foreign clients protect their business interests and minimize damages and losses, Yu noted that his firm has enjoyed a steady stream of legal work from domestic companies. “Domestic legal work is going as normal, because the domestic companies are less affected by the GFC,” he said.

As Shanghai has set its blueprint to become an international shipping and financial centre, Sloma & Co will continue to reinvent itself to better respond to client needs, increasing its offerings in the full spectrum of corporate and maritime-related matters. “The shipping industry is at a golden period in China. Shipping legal practices will continue to prosper in the next two to three decades at least,” Genrong says.

SloMA qUICk fACtS ►Sloma was formed by the merger of Siway & Seaway •and Sloma & Co on 1 September 2007, and has 11 partners and 70 lawyersHeadquarteredinShanghai,withbranchofficesin•Suzhou,ShenzhenandBerlinThe firm’s shipping and maritime team has 7 partners •and 25 lawyers

SloMA ClIentele hIGhlIGhtS ►Major shipping companies include COSCO Container •Lines, China Shipping Container Lines, China Shipping TankerCo,ChinaShippingBulkCarriers,ShinwaKaiunKaisha,MitsuiO.S.K.Lines,OldendorffCarriersGmbH&CoKG,TBSInternationalMajorlogisticscompaniessuchasKuehne&Nagel,UPS•WorldwideForwarding,DHLMajorinternationalP&IClubssuchasChinaP&IClub,•Gard,UKP&IClub,WestofEngland,TheLondonP&IClub,theSwedishClub,JapanP&IClubMajor hull underwriters insurance companies include •People'sInsuranceCompanyofChina(中国人保控股公司),ChinaPacificInsurance,MitsuiSumitomoInsurance,SompoJapanInsuranceMajordomesticcompaniesincludeBaosteelandSinochem•

Members of Sloma shipping team, yu genrong (centre)

46

SpECial rEport | Tianjin 09 >>

ISSUE 6.8

Tianjin 09:


Forging ahead as a city of importance, the city’s legal firms are now making their mark, part of the economic powerhouse that is china’s fifth first-tier city

All roads lead to tianjin

after a four-hour flight, the first locally assembled Airbus A320 aircraft landed smoothly at Tianjin Binhai International

Airport in May 2009.The successful test flight is an

important milestone for Airbus and its final assembly line in Tianjin, which was established in 2006 as a joint venture between Airbus and a Chinese consortium. It also tells the story of Tianjin – after years of preparation and anticipation, the city is taking off and starting to reach its potential.

According to official statistics, in the first half of 2009 Tianjin achieved a year-on-year gross domestic product growth rate of 16.2%, more than double the national average. Development of the legal industry is growing at an even faster pace, with a 36% increase in the number of firms and a 14% increase in the number of legal professionals. There are now almost 300 law firms and more than 2,500 practicing lawyers in the city.

Beijing-headquartered Guantao is among many national firms that have found this leading industrial centre an attractive place. The firm established its ninth branch office in Tianjin in April

with six partners and 11 lawyers, and recruited seasoned local practitioners, Ma Kewei and Cong Ying, as partners to lead its future development.

Both Ma and Cong were previously with local firm Join & High, where Ma served as the co-founder and executive director. “Tianjin’s economy is robust and is growing rapidly, it is a strategic location for Guantao’s expansion,” says corporate and M&A partner Ma.

National firms that entered this market a few years ago are starting to reap the rewards from the city’s rising demand for corporate legal services.

“In the past year, we have added two more partners to our team because of the increase in demand for legal services. It has become crucial for us to strengthen our local practice,” said Hua Lei, partner-in-charge at King & Wood’s Tianjin office. The office now has five partners and 14 lawyers.

Leading local firms like Winners have also recognised the pressure from increasing competition in the market. Practices have been adjusted and offerings increased to reinforce the local firm’s positions.

“It’s only been [in] recent years that firms are realising the business

opportunities … more law firms are setting up offices in Tianjin,” says managing partner, Li Haibo. “Local firms continuosly need to adopt new approaches and strategies in order to stay on top of growing competition.”

He says that “the competition and challenges come from different aspects. International firms and large domestic firms, who are renowned for their brandings, reputations and resources,

Law firms with Tianjin branches

BeIJInG fIrMS ►Anli Partners • （安理）Dacheng• （大成）DeHengLawOffices• （德恒）Gaopeng• （高朋）Guantao• （观韬）Harden&Wells• （万思恒）HeChuan• （合川）Huamao&Guigu• （华贸硅谷）Kangda• （康达）King&Wood• （金杜）Zhong Ji • （中济）ZhongLunW&D• （中伦文德）Zhong Zhou • （中洲）ShAnGhAI fIrMS ►

RichardWang&Co• （小耘）GUAnGdonG fIrMS ►

WangJing&Co• （敬海）



tend to win larger-scale deals and projects. On the other hand, as a mid-size, [we] have to compete with small firms that offer much lower charges.”

As part of a development strategy to expand from 32 lawyers and 11 partners, Winners plans to add two new practice areas – taxation and anti-monopoly – and hire more specialists. Over the past year, it has already recruited 10 lawyers.

“We are confident that as the economy picks up, there will be more M&A deals and these new practice areas will undoubtedly flourish,” Li says.

Member of international independent law firms group Lawyers Associated Worldwide (LAW) since 2007, the firm plans to develop a strong international business practice and better service local clients who are increasingly investing overseas.

All systems goAlthough new entrants intensify competition, it doesn’t mean that market share is getting smaller. The city’s rapid economic development

owes much to its endeavours to attract foreign and inter-provincial investment. This will create more demand for legal services in new and existing market segments.

“Tianjin’s state council tries to attract foreign investments by introducing attractive incentives and financial innovations. Where these privileges [are] there will be investors, and where there are investors, there will be more business opportunities for law firms,” says King & Wood’s Hua.

The focus of development lies within the Binhai New Area (BNA), on the eastern coast of Tianjin. Its modern manufacturing and research and development base, plus international shipping and logistics industries, high-tech development and port are important assets for this region.

BNA is one of the fastest growing areas in northern China, playing a key role in boosting domestic demand. Six pillar industries have been identified: electronics and IT, automobile manufacturing, biological technology and modern pharmaceutics, metallurgy,

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9.8

48


ISSUE 6.8

It is acting for China Development Bank on its loans to the US, a complex billion-dollar transaction involving Panama, Mexico and Costa Rica. Singapore City Development has also engaged Winners’ for its billion-dollar acquisition of Tianjin real estate.

The city’s increase in new operations is the symbol of stronger confidence from both domestic and foreign investors. The causal effect – where increased investment privileges equate to a larger number of foreign investors – is proven. Law firms in Tianjin can continue to reap the fruits of what seems like a win-win state of affairs at present.

As the BNA’s fast-growing skyline continues to tell the vivid story of Tianjin’s rise to prominence, the legal profession is working hard to ensure their practices are woven through the fabric of the city’s history. ALB

petroleum and ocean chemicals, new energy and environmental protection.

Winner’s Li pointed out the automobile, aviation and chemical engineering industries as three that have flourished in the past year. “The automobile industry in particular has matured a great deal in Tianjin,” he says. “Automobile traders TJFAW and Changcheng have established offices this year, and the aviation industry also [has the] Tianjing Airbus assembly line, which has built and successfully leased out the first A320.”

“In terms of the chemical engineering industry, China Bluestar, a large-scale state-owned enterprise focusing on chemical products and new materials, has also set foot in Tianjin.”

King & Wood played a part, representing SFS intec, a global manufacturer and supplier of mechanical

fastening elements, in its 50% acquisition in the Chinese subsidiary of Sunil Dyfas, a Korean parts manufacturer (primarily for Korean automobiles).

The new joint venture serves as an important pre-condition for intensifying business relationships in the region, which is also becoming known for having a strong service sector. “The service sector within Tianjin is held as top priority, as part of [its] strategy to attract more foreign investors,” King & Wood’s Hua says. A number of insurance companies are relocating, while many international banks like Deutsche Bank and Mizuho Corporate have opened retail operations in the area.

Winners is also busy with corporate deals through development of the BNA. The firm is contracted to provide legal services for transactions relating to the southern development area.

MAJor ChIneSe fIrMS operAtInG In tIAnJIn ►Firm No of partners/

lawyersPractice areas Managing

partnerEstablished in Tianjin

GrandallLegalGroup(国浩) 95 Capital markets and securities, construction and real estate, corporate, M&A, aviation, shipping and maritime, arbitration and litigation, PE, intellectual property

SongYing 2006

Join&High(四方君汇) 50 IT,intellectualproperty,internationalbusiness,finance,securities,labour,realestate,litigation, M&A

XuYuping 1994

Mingzhou (明洲) 8 Labour, M&A, PE, litigation, real estate, infrastructure, finance, intellectual property, international trade and maritime

Qiu Mingzhou 1993

Winners(金诺) 44 Foreign trade and investment, M&A, PE, finance and security, real estate, intellectual property, maritime and litigation

LiHaibo 1995

Yidao(易道) 52 Realestate,foreigninvestment,M&A,PE,foreigndirectinvestment(FDI)andlitigation Liu Qingwen 1994

ZhangYing(张盈) 6 Finance, securities, foreign investment, international business, maritime, real estate, M&A, intellectualproperty,labour,ITandlitigation

ZhangYing 1994

qUICk fACtS ►Tianjin emerged as China’s third-fastest-growing city this year. According to figures released by the TianjinStatisticsBureau,thecity’sgrossdomesticproduct(GDP)wasapproximatelyCNY315.5bn,whichincreased, albeit the drop in foreign trade.Thecity’s16.2%year-on-yeargrowthrateis9.1%higher than China’s national average.

tIAnJIn’S leGAl IndUStry ►ByJuly2009,therewere300lawfirmsand2,500 lawyers practicing in the city. Tianjin’s total legalrevenuesin2008wereestimatedtobeRMB6m.


Firm Profile Winners Law Firm


Tianjin On the Fast Track

Tianjin stands out as the fastest-growing region with a dazzling 16.2% gdp growth in the first half of 2009 outperforming all other

provinces while the national growth rate is only 7.1% which is the lowest in a decade.

Tianjin Binhai new area(TBna), has turned into a flagship in the city’s strive towards industrial modernisation, marked by both advanced manufacturing industries such as aviation and aerospace industry and traditional steel and petrochemical industries.

Twin City & Twin PortTianjin government recently announced the

blueprint of “Twin city, Twin port”. Twin city refers to the Tianjin city centre and TBna while Twin port refers to the north (Tianjin port) and south (nan gang industrial Zone) ports. This Twin city aims to develop the modern services and manufacturing clusters and the Twin port to boost Tianjin’s trade with the world.

Tianjin port is the second largest general port in china, inferior only to shanghai port.

The construction of two important docks in Tianjin port -nanjiang ore dock and the shenhua coal dock ancillary project kicked off in July, which are part of Tianjin’s efforts to build TBna into north china’s shipping center and an international logistic hub.

Tianjin Eco-city sino-singapore Tianjin eco-city, a 30 sq km ecological township in TBna will play the role of a pilot city, serving as a sustainable development model to be replicated elsewhere in china .it is aimed to become a city featuring environmental protection, resource efficiency and social harmony.

The distinguishing feature of the eco-city is to create an enviroment where man lives in harmony with his fellow man, with the economy and with the environment. as a result, the eco-city will give prominence to renewable engergy, waste management and water treatment, recycling and enviromental conservation and ecological preservation in the effort of maintaining harmony with enviroment. it will also promote high-end service industry ,develop tourism industry and encourage green building and green transportation. in addition, it will give priority to cultural diversity , and industries in respect of life style and recreational amenities.

china’s largest foreign-invested developer shimao property holdings has entered into a

joint venture with the eco-city involving an integrated development project that will be the largest development to date for the eco-city.

The first national animation & cartoon park, aspiring to be china’s disney World, held its groundbreaking ceremony in eco-city on July 1. The park is a key project co-built by the Tianjin government and the ministry of culture.

Aviation and Aerospace Industry(AAI)in TBna ,the aai cluster effects gradually came into shape ever since the launching of airbus a320 general assembly ,national civil aviation industrialization base, and the arrival of a group of aviation enterprises and aircraft parts& components manufacturers in the airport industrial park.

The aai will become one of Tianjin’s pillar industries,with a host of new projects on the pipeline. This also highlights china’s drive to be an aeronautics powerhouse in the future.

The construction of china’s next-generation launch vehicle-the long march 5, and the rocket carrier industrialization base is now in full swing in Tianjin. it is reported the base will meet the demands of china’s space technology development and peaceful use of space for 30 to 50 years,

aviation industry corp of china (aVic), the country’s largest aircraft manufacturer has jointly set up a helicopter company in Tianjin with the local government. The new company focuses on medium and heavy helicopters, filling a void in the domestic market. sales are forecast to reach 30 billion to 40 billion rmB within 10 years.

in april the international aviation and aerospace exhibition, known as aeromart Tianjin 2009 co-sponsored by the Tianjin government and Business conventions international (Bci) of France witnessed a record of 336 participating enterprises from china and abroad. aeromart was initiated by Bci and was successfully held in France for 12 years now Bci has designated TBna as its permanent venue for aeromart.

The Dongjiang Bonded Port Area(DBPA) The dBpa will cover an area of 10 sq km, making it the largest in china. occupying 4 sq km, the first phase of the bonded port area has started operations. it draws on the experiences of international free trade zones, offering international transfer, global distribution, international procurement, international trade transit and export processing. priority will be attached at dBpa to modern logistics, import-export processing, the manufacturing industry and various service industries.

it will be a test-ground for offshore financial services in china which has been approved by state council. moreover, offshore ship registration system will be established in dBpa for the first time in china.

Winners has been proud to be actively involved in many of the high-profile projects and will continue to be market leader in TBna.

Contact Details: Tel: 86-22-23133590 Fax: 86-22-23133597 Website: www.winlawfirm.com

NEWS | deals >>


Tianjin’s Star RisesAfter standing in the shadow of Beijing for decades, Tianjin has been getting comfortable with the limelight and media headlines, since Tianjin BinHai New Area was designated by the State Council (China Cabinet) in 2006 to be the Comprehensive Reform Zone for financial innovation and administrative reform. Tianjin has been rolling out various ambitious initiatives and plans ever since and has set its sights on becoming the third economic powerhouse in the country after Shenzhen and Shanghai. The examples are numerous:

Tianjin has successfully hosted for two consecutive years China’s International Private Equity Forum, an annual event drawing investors and entrepreneurs from all over the globe.In September 2008, the World Economic Forum, a strategic gathering of influential and rising leaders poised to shape global issues in various fields, was held in Tianjin.Bohai Bank, the first bank in China to gain a national licence in nearly a decade, started operations in 2006 and is headquartered in Tianjin. Tianjin is now home to Airbus’ A320 final assembly line – a project valued at between CNY10–12 billion - and Airbus’ first foray outside Europe. Construction of a 30-sq km “Eco-city”, the flagship development of a Sino-Singaporean cooperation project, which will adhere to international standards of eco-conservation, energy efficiency and environmental protection, has begun. The establishment of the CNY20 billion

Bohai Industrial Investment Fund, which is the first of its kind in China, capable of making equity investments in burgeoning businesses with high-growth potential. In advance of the Olympic Games, a state-of-the-art, high-speed train service began running between Beijing and Tianjin, reducing the journey to only half an hour, making it the world’s fastest commercial railway line.In September, the Tianjin Climate Exchange was officially launched. The exchange is a pilot program aimed at addressing China’s environmental crisis using market-based mechanism and is modeled on the Chicago Climate Exchange. Tianjin is now the de facto investment fund centre of China, with more than 100 funds registered here.Tianjin plans to set up a national over-the-counter(OTC) market that will allow institutional and retail investors to trade unlisted securities of public companies. Tianjin is exploring the establishment of China’s first off-shore financial center at the Dongjiang Bonded Zone. CIETAC opened a Finance Arbitration Center in Tianjin in May 2008. And the list goes on.

While we marvel at the breakneck pace of development, legal practitioners wonder what might trickle down to them from the flurry of activity. Legal service providers are pitching for significant and challenging mandates from their clients in a dynamic and evolving market. In this exciting legal landscape, no firm is better positioned than WINNERS LAW FIRM to take advantage of the vast opportunities

presented by Tianjin’s growth. WINNERS stands out among

competitors for its unrivalled track record in private equity, finance and banking, with a client base including many domestic as well as foreign banks, investment funds and insurance companies that share the view that Tianjin will be one of the major future financial centres in China. WINNERS has been honored to be selected as legal counsel to more than 30 high-profile private equity and venture capital funds,

Our other clients include Toyota, Sun Life Everbright, Samsung, Caterpillar, Tianjin FAW Automobile Ltd., China National Development Bank, Standard Chartered, DBS Bank, BEA Bank, OCBC Bank, among others.

WINNERS, in collaboration with the prestigious NanKai University, has set up the Capital Market Research Center in its BinHai office, which is dedicated to research into financial services and capital markets. WINNERS, working closely with the Municipal Government, has been actively involved in various financial innovation programs commissioned by the government, such as the Tianjin Climate Exchange, the new OTC Market, offshore banking.

WINNERS has joined the Lawyers Associated Worldwide (LAW), a professional association of fine law firms across more than 100 jurisdictions which enables it to better serve its clients.

As Tianjin’s star rises, WINNERS is the firm that will shine.

33

Firm ProfileWinners Law Firm

Specializing in private equity, banking and foreign direct investment


NIU Tongxu Nankai University

XU Yanzhao University College London

LI Haibo Peking University

GUO Weifeng Nankai University

HAN Liang China University of

Politics and Law

BAI Xianyue Oxford University

Contact Details: Tel: 86-22-23133590 Fax: 86-22 23133597 Website: www.winlawfirm.com

Winners - Profile_v7.indd 33 11/24/2008 12:24:02 PM

proFilE | managing partner >>

50 ISSUE 6.8

clifford chance’s peter charlton explains to alB why being an international law firm means nothing unless you have that local touch

The importance of being localPeter Charlton - Clifford Chance:

The global financial crisis has affected international law firms as much as any other industry. Staff have been laid

off, revenues and partner profitability figures are down and even some big-name firms have fallen under the weight of the worst global economic slump since the Great Depression.

But one year on from Black September, the ‘green shoots’ of recovery appear to have grown into sturdier seedlings. Stock markets have rebounded, and government stimulus packages have stirred ailing economies to life and mega-deals are starting to re-enter the pipeline and it is Asia, with its dynamism and hunger for continued growth, that seemingly leading global recovery.

But as the world’s attention turns more and more towards Asia, Peter Charlton says that the key to emerging stronger from the crisis in Asia isn’t simply about leveraging one’s internationalism, but rather striking the right balance between international excellence and local knowledge. He shares his strategy with ALB.

Following the stormAppointed to his new role as Asia managing partner only six days before Lehman Brothers filed for bankruptcy, Charlton has been tracking the ensuing storm ever since. After finishing work on Barclays’ post-bankruptcy acquisition of Lehman’s US

and European operations, he landed in Hong Kong in November 2008.

“When I arrived in November, my first task was to look at when the financial crisis would hit Asia and just how large an impact it would have on both the firm and its clients,” he says. “We got a fair idea of how things would unfold by the end of December to January. Oddly, in many ways the waiting for the crisis to reach Asia was actually more difficult to deal with than the crisis itself.” But when the crisis did hit, its impact on all aspects of business was just as profound.

“By the new year, deals - even if they were well-advanced – had been put on hold as financing dried up. No law firm escaped the turmoil and all aspects of their operations have been affected: staffing, revenues and profits.”

Staying true to strategyTrite clichés about the presence of opportunities in crises aside, Charlton believes that the GFC presents firms with a rare opportunity to assess issues like strategic direction but says that the key to success in Asia remains staying true to strategy and resisting the temptation to abandon Asia plans, as many international law firms have sought to do in the past.

“The upside is that crises such as these allow one to take stock of the direction in which the business in heading—people may come out a little worse for wear but certainly all the wiser.”

‘Wiser,’ according to Charlton isn’t necessarily about abandoning the strategies that have worked in Asia for Clifford Chance for the best part of 30 years, but rather about ensuring they are malleable enough to adjust to, and succeed in, broader economic trends.

“We are not planning strategic u-turns or wholesale changes to our Asia strategies, but instead a recognition that the fundamentals in this part of the world remain strong,” he says. “There is an inherent dynamism in Asia which won’t be shaken by financial crises and at the same time as much as business in Hong Kong, Singapore or Shanghai is becoming more international, it is also locally-based. Strategies need to be built around this fact.” A strategy, it seems, which is at the heart of the firm’s expansion in the Lion city since being one of only six foreign law firms to have been granted a Qualifying Foreign Law Practice (QFLP) license by the Singapore government in December 2008.

Partner numbers at the 30-year old office have doubled in just less than 18 months and key lateral hires across all corporate areas have been brought on board, most recently dispute resolution specialist Nish Shetty from the firm’s former joint-law venture partner WongPartnership— growth which Charlton says is by no means complete.

“Our Singapore office is classic example of how we like to operate,” says Charlton. “To take international standards and build in local excellence and relevance.”


ALB 2009 mAnAging PArTnErS SEriES



The best of friendsIf Singapore is a perfect example of this strategy in action, then so too are the firm’s activities in India and parts of South-East Asia, albeit here, owing largely to regulatory restrictions, the format is a little different. Clifford Chance became the first of the magic circle late last year to institute a workable strategy to penetrate legal markets where international firms are currently prohibited from establishing offices—the ‘best friends’ model.

“The ‘best-friends’ model is crucial to our expansion in Asia. We have chosen to align ourselves with firms we feel are the best in their respective countries, countries which are of strategic importance to Clifford Chance and where our clients do a lot of business but where we cannot set up due for regulatory reasons,” says Charlton. “We have had longstanding relationships with leading firms in Indonesia (Mochtar Karuwin Komar), Vietnam (VILAF Hong Duc) and most recently have very quickly built an impressive partnership with leading Indian firm, AZB & Partners.”

“All of these arrangements involve us sharing referrals and resources with the firms but not necessarily on an exclusive basis, we may have more than one firm with which we do this with in a particular country, it may vary from transaction to transaction.”

But what of the long-term prospects for such ententes? Are they mere forerunners to eventual mergers? Should regulatory prohibitions be relaxed are we likely to see Clifford Chance swallow one of its smaller friends or a not so small friends? Charlton deflects the question with a deliberative pause and a rueful smile saying only that the firm has no intention of subsuming any of its current allies. “The relationships we have with our select firms across the region have been successful so far and we expect that to continue so mergers aren’t in our plans at the moment,” he says. “The arrangements are being well-received by our clients and the synergies are simply excellent.”

Asia’s powerhouse economies and protectionismIndia and China remains at the forefront of most international firms’ expansion plans and Clifford Chance

smoothly—Chinese companies have shown their willingness to provide leverage and strike strategic M&A deals, although the increase in outbound investment we are seeing now will not compensate completely for the global downturn.”

The standard measures for measuring global transactional activity, things like market volatility, company balance sheets, acquisition financing and capital markets, aside, Charlton says that the political imperatives weighing on Chinese acquisitions also have the potential to affect deal flow there.

“All things being equal, China investments often have political elements which create a different dynamic,” says Charlton. “When economies slow, there is more attention paid to domestic issues, and protectionist sentiments tend to become prevalent as a result.”

And while Charlton stops short of predicting any Harley-Smoot type reactions in China he does say that current attitudes are likely to affect fresh investment. “The tensions between protecting domestic industry and encouraging foreign investment are being played out in China now, and for that matter in emerging economies throughout the region,” he says.

“Having said this there is a recognition of the need to encourage investment where investment is needed while limiting exposure to the West. The consequence is that we may well see a situation where only low-key investments go through and high-profile investments are put on hold for calmer times… but these calmer times are closer then we may think.” ALB

is no different and Charlton is only too keen to reveal to ALB where the subcontinent fits into the firm’s plans.

“India remains one of the key focuses of our expansion strategy in the region and we remain hopeful that we will be able to practise in India soon if the necessary legislation is passed by the government,” he says. “The recent election results are being seen as a favourable indicator in this regard so it could be sooner rather than later, although international firms have been waiting on this development for many years already.”

But the emphasis is changing, says Charlton. Where transactional lawyers once talked of India as a destination for inbound investment from the US, Europe and the UK, now it is talk of Asian interest in the subcontinent and Indian outbound investment that dominate discussion.

“A major part of the move East we have seen over the last five or six years is more interest in India as a destination for Asian investment and at the same time as a generator of outbound investment. The country has a number of large conglomerates with extremely strong balance sheets that are capable of making strategic investments or targeting distressed acquisitions in places around the globe.”

The same can be said of China according to Charlton, where a marked increase in outbound investment has been a defining feature of the current economic downturn.

“China is the bright spot on the horizon for commercial practices in Asia, there is no doubt about that,” he says. “It has the potential to provide the fuel to keep engines running

52

Sign off >>

ISSUE 6.8

When the going gets tough...

Art case puts online copyright into spotlight

Rothschild, Freshfields in spotlight over slave claims

White & Case, DLA raided in Moscow

Lawyers get lucky over phone hacking claims

Wikipedia may have to learn the hard way that you should always ask before borrowing.

The National Portrait Gallery in London is set to sue Wikipedia over claims that 3,000 images from the gallery’s website were uploaded onto the online encyclopedia site, without the gallery’s permission.

The complicated case brings online copyright laws into question. The gallery is claiming that English copyright laws were broken, but as England does not share the same copyright laws as the US – and Wikipedia is based in San Francisco – it is unclear which laws apply. The fact that Wikipedia has only 23 staff, no corporate structure and works on an open source, collaborative approach only makes the case more of a challenge.

According to new research, the 19th century founders of British investment bank Rothschild and top law firm Freshfields may have engaged in business linked to the slave trade.

The Financial Times reported that documents from Britain’s national archives revealed that Nathan Mayer Rothschild had allowed the use of slaves as collateral in banking dealings with a slave owner, while Freshfields’ founding

partner James William Freshfield acted as a trustee in deals involving Caribbean slave plantations.

Academics at University College London are studying the documents, which prove controversial in the US (home to both firms), where numerous banks and other bodies have been pressured to make amends for profiting from slavery. Both organisations have pointed to their anti-slavery credentials.

The Moscow offices of White & Case and DLA Piper were raided recently by Russian authorities in connection with a fraud investigation, with police reportedly seizing documents in several different business locations, according to The Moscow Post.

The searches are believed to have been related to client activities – in connection with an $87.5m (£53.9m) fraud case and a related conflict between owners of the Hotel Moskva – and did not involve the firms themselves.

had paid out more than £1m to settle legal cases that threatened to reveal phone hacking and other illegal action taken by its journalists.

The allegations against News International raise serious questions

about privacy laws and reporting techniques, and the article has led a number of celebrities and politicians to seek advice on potential legal action, with lawyers happily reaping the results.

A recent wave of tabloid phone hacking allegations are giving litigation lawyers something to smile about.

The furore began when The Guardian revealed that Rupert Murdoch’s empire News International

Apparently the firm got the memo that junior lawyers were recently polled (Association of Graduate Recruiters Summer Survey, published 6 July) as some of the highest paid graduates, despite the recent pay freezes and cuts plaguing top commercial law firms – and has decided to do something about it.

The firm recently dropped the starting salary of newly qualified lawyers in its London offices by 5.5% to £85,000, becoming the latest law firm to put such measures in place under pressure from the recession.

Addleshaw Goddard, on the other hand, recently rolled out a flexible working scheme, following a 95% vote from fee earners in favour of the plans.

The scheme, which began in July, will run for a 12-month period and will see some of the firm’s fee earners switch to a four-day week in return for 85% of pay.

The firm has also encouraged sabbaticals and the buying of additional holiday, where fee earners can take additional leave in blocks of four, eight, 12 and 26 weeks and enjoy 30% of salary during the break.

Take a holiday. Or at least that’s what UK firm Cadwalader, Wickersham & Taft are suggesting to their employees.

The firm recently initiated an alternative to layoffs, offering 34 lawyers from the capital markets and real estate finance groups a paid “one year, unrestricted sabbatical”.

The sabbatical strategy allows Cadwalader lawyers the option of taking one-third of their salary plus medical benefits spread over the next year for an indefinite sabbatical, giving the firm time to try to match lawyers up with clients and not-for-profit organisations.

It’s a different story if you’re working at Weil Gotshal & Manges though.

www.hughescastell.com

LONDON • PARIS • HONG KONG • SINGAPORE • BRISBANE • MELBOURNE • PERTH • SYDNEY • AUCKLAND • WELLINGTON伦敦 • 巴黎 • 香港 • 新加坡 • 布里斯本 • 墨尔本 • 柏斯 • 悉尼 • 奧克兰 • 威灵顿

In-houseChief Compliance Officer (5-10 yrs pqe) Singapore Asia-Pacific regional role in this highly regarded US technology multinational. A senior-level lawyer with experience gained in the US is needed to advise the business on compliance, litigation and commercial requirements. Prior exposure to international laws and regulations for anti-bribery, trade compliance, unfair competition and corporate governance is ideal. English fluency is required, and those with Mandarin language skills will have preference. Ref: 8153/CB

Compliance Officer (7 yrs exp) Hong Kong Global powerhouse financial institution seeks a compliance professional to cover merchant banking. Knowledge of Asia-Pacific financial services regulations and compliance practices is a must. Ideally, you have private investment fund compliance experience and previously did private equity and real estate fund work. Strong relationship management skills are crucial. Must have excellent English; Mandarin is an asset. Ref: 8268/CB

Legal Counsel (5-7 yrs pqe) Beijing US company seeks a sole legal counsel to cover its businesses in China. The qualified candidate should have 5-7 years solid general corporate/commercial experience to provide legal advice to senior management. Good interpersonal and communication skills are essential. Must be willing to work proactively and independently with minimum supervision. LLB or LLM from a reputable Chinese law school or overseas university is desired. PRC qualification is a must. Ref: 8183/CB

Compliance Professional (5 yrs exp) Hong Kong Regional bank needs someone to assist the Head of Compliance in advising management on compliance and anti money laundering issues. Must have professional accounting qualification and solid experience from consumer/commercial banking, with a background of compliance or audit. Good communication and interpersonal skills are needed along with fluent English and native Cantonese or Mandarin. Ref: 8245/CB

License & Compliance Manager (5 yrs pqe) Beijing A reputable US IT company seeks a License & Compliance Manager to join its well established legal team in Beijing. The qualified candidate must have solid experience in handling licenses/permits/IP and compliance matters. You will be well connected with government authorities and have strong knowledge of PRC regulations related to the company’s licenses and permits. Must have at least 5 years experience gained at reputable law firms or multinational companies. Native Mandarin and fluent English are required. Ref: 8234/CB

Private PracticeLitigation Lawyer (5-10 yrs pqe) Hong Kong A commercial litigator with excellent legal drafting and communication skills is sought to join this strong regional firm. Significant experience is needed in litigious court work. Relevant skills required: good technical ability, client handling and presentation skills. Proficiency in both English and Chinese is a prerequisite. Ref: 8289/CB

Senior Finance Lawyer (6-7 yrs pqe) Hong Kong Magic Circle firm has need for a seasoned finance lawyer who has significant experience in Hong Kong with derivatives, banking and finance. A strong technical and commercial background is needed, including specific knowledge in the areas of DCM and structured, project and leveraged finance along with transactional management skills. The international client list requires excellent communication skills with fluency in Mandarin. Excellent opportunities for career advancement. Ref: 8239/CB

Senior Associate (6+ yrs pqe) Beijing Specializing in oil and gas, this position needs someone with M&A expertise to join a well known US law firm. A corporate background is needed, and those who have managed M&A deals in related fields such as natural resources, energy, and/or mining are welcome to apply. Project finance exposure is also a benefit. Native level English is required, and Mandarin is an asset. Ref: 8243/CB

Senior Associate (5 yrs pqe) Hong Kong The international capital markets group of this famous law firm needs a US securities lawyer. Must have experience with US SEC-registered equity and debt offerings and be able to give ongoing advice and assistance on Exchange Act reports. You should have native Mandarin language skills and be a team leader. Ref: 8286/CB

Capital Markets Lawyer (2-3 yrs pqe) Hong Kong Mid-level lawyer with capital markets experience from leading international firms is sought by this prestigious firm. Experience in equity capital markets and structured products is essential. Ideally, candidates have UK qualification. Mandarin language skills would be an advantage. Ref: 8259/CB

Associate (3-5 yrs pqe) Beijing Candidates are highly sought to join an international firm. PRC qualification and US bar are mandatory with a JD or LLM from a US school. General corporate commercial experience is desired in practice areas such as, M&A, FDI, banking/finance, project finance and/or oil/gas. For this role, native level Mandarin and good English are paramount. Ref: 8244/CB

HONG KONGTel: (852) 2520 1168 Fax: (852) 2865 0925 Email: [email protected]

SINGAPORETel: (65) 6220 2722 Fax: (65) 6220 7112 Email: [email protected]

We help you check the market.

CLB Sept09 Check.indd 1 8/11/2009 10:59:02 AM

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