china legal business 5.4

In-house lawyers speak out• legal spend up • 5 top criteria for choosing fi rms

• more work done in-house

ISS

UE

5.4

CHINA

www.asianlegalonline.com

企业法律顾问现身说法


DEALS ROUNDUP LATERAL MOVES IN-HOUSE VIEW REGULATORY UPDATES UK, US REPORTS

ALB Special Report: ShanghaiBucking the global trend全球金融动荡上海逆势而上

Salary levelsPay rates up across the board律师薪酬全盘上涨

EquitiesRailway IPOs keep markets on track铁路股IPO稳住股市阵脚

2

ISSUE 5.4

IN THE FIRST PERSON

Swings and roundabouts

More fi rms are doing more top-fl ight work and more local fi rms are receiving instructions, including as lead counsel, on international transactions

These days, casting one’s eye across the headlines of the world’s broadsheet newspapers is an easy way to kill a good mood. Across Europe and the US, pundits and economists appear engaged in a race to the bottom, each trying to out-

doom the last with predictions of calamity and turmoil brought on by credit crunches and loan crises.

Recently one British newspaper went so far as to splash across its front page a claim that the US wasn’t just headed for a recession, but had in fact already tumbled into a full-blown depression. Errant nonsense to be sure, but there is no denying the serious slowdown affecting many of the world’s major economies.

In this country, however, the numbers tell a different and far happier story. China’s GDP grew by 11.9% in 2007, according to a revised statistic, the highest growth rate since 1994. Despite the turmoil in global markets, the world’s fastest-growing major economy will continue its economic miracle, as the Asian Development Bank expects the Chinese economy to grow by 10% in 2008.

The fact is that the old rules of international economics are changing quickly and largely for the better. No longer is it true that if the US sneezes, the rest of the world catches a cold – or worse. For local law fi rms, this means that instead of scrapping over the spoils of bankruptcies and insolvencies, they are enjoying an abundance of work, especially in the M&A, capital markets and construction arenas.

With increasing Chinese domestic consumption contributing to GDP, and as multinationals continue to expand into China’s dynamic market, this growth is seemingly unstoppable.

And as the economy and market mature, so too do local law fi rms. More fi rms are doing more top-fl ight work and more local fi rms are receiving instructions, including as lead counsel, on international transactions. Unlike a few years ago, when multinationals were the biggest buyers of legal services and local fi rms had to rely heavily on referrals from their international counterparts, local fi rms are winning mandates directly from an impressive array of state-owned and private enterprises, as well as localised multinationals.

Shanghai, the host city of this year’s top legal event – the ALB China Law Awards – will soon witness this trend as the legal profession’s leaders gather on 25 April to showcase the achievements of yet another banner year.

Which is all to the good and something that should restore the cheer of readers brought low by economic news from abroad.

CHINA

“The latest ‘fi rst A then H’ model is encouraged by the domestic regulators, because it enables the issuer to minimise the pricing differences between the international IPO and domestic IPO”Yan Yu, partner at Jia Yuan, on the groundbreaking model that has set a precedent for future dual listings (p6)

“The legal service market in Shanghai is very large and growing quickly, with a tremendous amount of potential and opportunity”George Wang of Jun He Law Offi ces on the prospects for the local legal industry (p28)

“We aren’t just dealing with contractual issues as they arise, but trying to take a proactive role and adding value to the business as legal risk managers”Gillian Meller, general manager of legal at MTR Corporation, on the changing role of in-house counsel (p38)

3


Asia’s most respected monthly legal magazine Asian Legal Business (ALB) - is proud to present Business Law Asia 2008 on 19 & 20 June 2008 in Singapore. This special two day legal event brings together leading private practice lawyers and in-house legal counsel from Singapore and around the region.Business Law Asia 2008 will address the key topical issues facing legal practitioners today via a series of focused practice area workshops, plenary sessions and interactive panel discussions.

GREAT REASONS TO ATTEND:In-depth workshops focusing on the latest legal issues presented by top law firmsOpportunities to network and meet leading legal experts and colleaguesInteractive panel discussions and debates by some of Asia’s most distinguished legal speakers

Official Media Partner

ALB ASIAN LEGAL BUSINESS

Another event organised byALB enjoys alliances with the following organisations

19 & 20 JUNE 2008 HILTON HOTEL, SINGAPORE

For further information and registration, please contact Christopher, [email protected] or tel: (65) 6423 4631, fax: (65) 6423 4632

For Sponsorship opportunities, please contact Lilian Wee,[email protected] or tel: (65) 6423 4631, fax: (65) 64234 632

Presenters

Inter-Pacific Bar Association Corporate Counsel Forumwww.ipba.orgCorporate Lawyers Association

of New Zealand

Australasian Professional Services Marketing Associationwww.apsma.com.au

Indian Corporate Counsel Association

www.asianlegalonline.com/icca

www.beijinginhouse.com

ALB is a sponsor of the International Bar Association Annual Conference Buenos Aires 2008www.ibanet.org

www.scca.org.sg

Shanghai InhouseCounsel Forum

ALB is the Asia-Pacific Legal Media Partner of the IPBA Annual Conference Los Angeles 2008

DISTINGUISHED SPEAKERS AND PANELISTS INCLUDE:

BUSINESS LAW ASIA 2008Asia’s number one legal event

2 DAYS JUST

S$795

(thereafter S$995)

Early bird: expires 31 May 2008

Platinum Sponsor Gold Sponsors

Angeline Joyce LeePresidentSingapore Corporate Counsel

Association

Ralph YbemaPresidentHong Kong Corporate

Counsel Association

Arthur LokeSecretary-General

Inter-Pacific Bar Association

Shuva MandalManaging PartnerFox Mandal Little

Elaine LoChairman of the Asia Board and Senior PartnerMayer Brown JSM

For further

Sheena JacobPartner and Head (Intellectual Property & Technology)Alban Tay Mahtani & de

Silva LLP

Bernard TanRegional Counsel , ASEAN IBM

Naomi IshikawaPartnerMilbank, Tweed, Hadley &

McCloy LLP

George CooperPractice Leader, Workplace Law & Advisory - AsiaFreehills

Anil ChangarothDirector & Legal CounselDavis Langdon & Seah

Singapore

Giles Kennedy Senior Associate Milbank, Tweed, Hadley &

McCloy LLP

Basil HwangPartnerDechert LLP

Singa

Leow Chiap SengGroup Legal CounselTeleChoice International Ltd

McCl

Joy Ng Ee-KiaDirector (Competition Economics)Drew & Napier LLC

))Justyn JaggerPartnerDLA Piper Singapore

Jane Niven Regional General Counsel, Asia Pacific Jones Lang LaSalle

Karen Wee PartnerWongPartnership LLP

Herman JeremiahPartnerRodyk & Davidson LLP

Patrick J. FlanaganPartnerLatham & Watkins LLP

James HarrisManaging PartnerLovells Lee & Lee

Lawrence TehPartnerRodyk & Davidson LLP

Guatam NarasimhanAssociateLatham & Watkins LLP

Alex WongOf CounselLovells Lee & Lee

Paul WongPartnerRodyk & Davidson LLP

Malcolm TanRegional Legal Counsel Infineon Technologies Asia

Pacific

Wong Taur-Jiun

Regional Counsel, Asia Pacific McAfee®

Pacifi

Thomas HickeyAssistant General Counsel

Hess Oil & Gas, South East Asiaa

Patrick AngPartnerRajah & Tann

Damian YeoDirector (Legal & Government Relations), South East Asia Pacific Nokia Pte Ltd

Nicole TanPartnerKhattarWong

Joyce FongGeneral Counsel and Company SecretarySingapore Exchange

Limited (SGX)

Long Hsueh ChingSenior AssociateKhattarWong

Limit

Erin Lyon DirectorCSR Asia

Hooman SabetiConsultantAllen & Overy Shook Lin &

Bok JLV

www.asianlegalbusinessevents.com

4

ALB CHINA ISSUE 5.4

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

ALB

inside ISSUE 5.4

COVER STORY38 ALB In-house Survey

ALB investigates what in-house lawyers are looking for in a law fi rm

ANALYSIS

6 Equity market A pair of US$5bn rail IPOs and a host

of positive debuts keep the domestic equity market on track

12 Deals The US sub-prime crisis is causing loss of

profi t through the withdrawal of deals

16 Salary trends Keeping up with market rates could

make a difference for staff retention

FEATURES

28 ALB Special Report: Shanghai 2008

Local lawyers are taking advantage of Shanghai’s fl ourishing legal industry

44 Offshore law fi rms With China leading the way in Asian-owned offshore companies, offshore law fi rms bulk up their operations here

UPDATES18 Singapore LOO & PARTNERS 19 International tax 2008 UK budget changes AZURE TAX 20 IP

IP issues with mascots & Shanghai style

ROUSE & CO

21 ShanghaiIssues relating to management of designated accounts

LINKS LAW OFFICE 22 China

New labor dispute mediation and arbitration law of the PRC

PAUL WEISS

23 RegulatoryAnalysing China’s foreign trade agency system

TAHOTA

PROFILES14 Tian Yuan Law Firm 31 AllBright Law Offi ces 33 HaoLiWen PRC Attorneys

REGULARS10 Deals in brief• Xinyuan Real Estate launches IPO and

debut NYSE listing • Want Want launches second largest

offering to date with IPO18 News• Zhonglun W & D and Li He join forces• Beijing lawyers form special team to

support Olympics• First tax boutique makes debut

in Shanghai• US fi rm Miller Canfi eld on track to

expand to Shanghai • Fulbright boosts Asian offi ces with fi ve

new hires24 Appointments

48 Sign off

38

封面故事3838 企业法律顾问调查企业法律顾问调查为了让外部律师更好地了解企业对法律服务的需

求，《亚洲法律杂志》对在企业内部从事法律工作的律师们进行了年度调查

新闻分析6 股票市场6 股票市场

两支铁路股IPO在不太景气的市道中融资额均超过50亿美金。他们开启的新上市模式是一次意义重大的国内股票发行制度改革，同时也为资本市场律师们注入了一针强心剂

热点10 本月交易概览10 本月交易概览

● 房地产开发商鑫苑在美上市融资● 旺旺上市成为第二大内地食品概念股

18 业界新闻18 业界新闻● 中伦文德与理和联姻● 北京律师组成机动小组服务奥运● 第一家国内财税专业所现身上海● 美国所Miller Canfi eld筹备上海开业● Fulbright新聘五位律师扩充亚洲阵营

24 聘任晋升24 聘任晋升

48 想Fun设法48 想Fun设法

1212 交易项目交易项目美国次贷危机引发了全球金融信贷市场动荡，致使亚太地区多笔交易流产，律所盈利或将受损

16 薪酬趋势16 薪酬趋势掌握市场薪资趋势和平均薪酬涨幅，并以市场行情为导向来完善薪酬设计，是公司和律所留才的关键

特刊28 ALB特别报告：上海28 ALB特别报告：上海

受益于上海蓬勃发展的法律服务行业，本地律师正在挑战与机遇中探索崛起之路

44 离岸法律事务所44 离岸法律事务所遵循“走出去”的发展战略，越来越多的本土企业在海外开展投资活动。离岸公司作为投资工具被广泛采用，提供离岸服务的专业律师事务所也因此可以大展拳脚

NEWS >>

6

ISSUE 5.4

ANALYSIS

CHINA RAILWAY GROUP IPO US$5.5bnFirm Lead lawyers Acted for LawJia Yuan Yan Yu, Shi Zhenjian Issuer PRCLinklaters Celia Lam Issuer HK, USKaiwen Joint sponsors and underwriters PRCDLA Piper Liu Wei, Esther

Leung, Jeffrey MakJoint sponsors and underwriters HK

Simpson Thacher Chris Lin, George Wang, Robert Holo

Underwriters US

CHINA RAILWAY CONSTRUCTION CORPORATION IPO US$5.4bnFirm Lead lawyers Acted for LawDeheng Law Offi ce Li Zhihong, Chen Jingru Issuer PRCBaker & McKenzie PH Chik, Allen Shyu Issuer HK, USJingtian & Gongcheng

Li Yuguo, Wang Yingzhe, Wang Weiguo

Underwriters PRC

Freshfi elds Christopher Wong, Sarah Murphy Underwriters HK, US

Dual listing using ‘fi rst A then H’ modelWith share markets in a delicate state, two railway groups’ multi-billion-dollar IPOs have caught the eye of investors and lawyers. The groundbreaking ‘fi rst A then H’ model sets a precedent for future dual listings

The volatility of the share markets in China has

prompted a number of com-panies to cancel or delay their public offerings in recent months. Capital markets teams from law fi rms in the region, which have been stretched thin during the boom, may have been set for quieter times in 2008.

However, here’s a piece of good news for fi rms: two recent dual listings following the ‘fi rst A then H’ model have uncovered a silver lining of the unstable market conditions.

In December 2007, China Railway Group (CRG), the largest construction company in Asia and the third largest construction contractor in the world, pioneered the ‘fi rst A then H’ model, making history on the Hong Kong Stock Exchange. The listing successfully raised US$5.5bn, making it the largest listing of A-shares and H-shares in 2007. Three months after CRG’s ground-breaking listing, China Railway Construction Corporation (CRCC) followed suit and raised US$5.4bn on its debut on the Shanghai and Hong Kong stock exchanges.

“The PRC regulators have experimented with different dual listing structures for state-owned enterprises seeking a dual listing, from ‘fi rst H then A’, ‘A+H simulta-neous’ to ‘fi rst A then H’,” said Yan Yu, one of the lead partners from the Jia Yuan team which advised on the CRG IPO. “The latest ‘fi rst A then H’ model is encouraged by the domestic regulators, because it enables the issuer to minimise the pricing differences between the international IPO and domestic IPO, as A-shares are typi-cally traded at higher prices.”

Yan, who worked closely with the is-suer and regulators, indicated that the new structure would be adopted by most state-owned enterprises (SOEs) that want to pur-sue listing of both A-shares and H-shares in the future. Many will list the entire business of the corporation in one operation.

International lawyers are seeing the same trend developing. Christopher Wong, a Freshfi elds partner based in Beijing, represented the underwriters on the CRCC IPO. Wong indicated that the need

Yan Yu,Jia Yuan

Beijing’s West Railway Station

>> NEWS

7


for PRC companies to only list in Hong Kong is decreasing as the A-share market is commanding richer valuations.

There were only six H-share listings on Hong Kong’s main board in 2007, com-pared to 17 in 2006. A number of the Hong Kong listings, including CITIC Bank and CRG, were ‘A + H’ dual listings, either simultaneously or ‘fi rst A then H’.

“China has been encouraging good qual-ity companies to list domestically as a way of raising the profi le of the local equity markets. Going forward, it will continue to be the trend,” said Wong. “The best these companies could hope for is a ‘fi rst A then H’ dual listing.”

While there is no offi cial policy or regu-lation in effect, there is recognition that companies that would be allowed to come to the H-share market will likely have to take the ‘fi rst A then H’ route.

China Pacifi c Insurance Group (China Pacific) and China National Southern Locomotive & Rolling Stock Industry Group (CSR) are reportedly planning to launch ‘fi rst A then H’ dual listings of their entire groups in the next few months.

Domestic fi rms the fi rst to benefi tThe ‘fi rst A then H’ concept is set to ensure that domestic investors benefi t from good quality companies’ strong growth and will contribute to building stronger and health-ier share markets at home. The regulator’s intentions have put domestic fi rms among the top benefi ciaries of the new policy.

As most SOE assets are situated in China and governed by Chinese law, domestic fi rms will naturally be granted the role of lead counsel to advise on restructuring, due diligence, legal documentation, A-share offer documentation, corporate and regu-latory issues, and to manage liaison and clearances with the PRC regulators.

The CRG IPO capped a great year for Jia Yuan Law Firm, which experienced a 100% increase in revenues in 2007. According

to the latest statistics of the All China Lawyers Association, Jia Yuan was ranked fi fth by revenue among domestic fi rms.

“By having participated in a number of remarkable deals like CRG IPO, our fi rm’s revenue and headcount have been boosted,” said Yan.

From commencement of the reorganisa-tion through to the listing in December 2007, the project took 11 months to com-plete. More than 10 Jia Yuan lawyers dedicated nine months to the due diligence and restructuring part of the project.

The firm was sought out at the end of 2006 by China Railway Engineering Corporation (CREC), which established CRG in September 2007 to serve as its pub-licly traded vehicle. CREC, headquartered in Beijing, owns more than 700 subsidiary companies, has over 220,000 employees and runs a wide range of businesses including surveying and designing, construction and installation, manufacturing, research and development, technical consulting, capital management as well as conducting interna-tional economic and trade activities.

“It’s a gigantic project and SASAC is very strict on quality control. The level of complexity and sophistication of the transaction required the full support of our firm’s considerable resources and expertise,” Yan said. Jia Yuan’s previous experience advising on the H-share IPO of China Communications Construction Company, one of China’s largest trans-portation infrastructure groups, was valued by CREC and the regulators, who instructed Jia Yuan in the hope that the fi rm could help smooth out the way for the ‘fi rst A then H’ listing.

Beijing-headed Deheng Law Offi ce, with abundant experience in restructur-ing large SOEs and listings, is the second domestic fi rm to cash in on the ‘fi rst A then H’ model by acting as issuer’s PRC counsel on the CRCC IPO – the largest IPO so far this year.

“China has been encouraging good quality companies to list domestically as a way of raising the profi le of the local equity markets. Going forward, it will continue to

be the trend. The best these companies could hope for is a ‘fi rst A then H’ dual listing”

CHRISTOPHER WONG, FRESHFIELDS

Christopher Wong, Freshfi elds

MORGAN LEWIS SHAKES HANDS WITH ZHEJIANG’S T&CSince August 2007, US fi rm Morgan, Lewis & Bockius has actively cooperated with local organisations to present patent seminars in a number of cities. This year, Hangzhou-based entrepreneurs will benefi t from the seminars, which will be co-hosted by T&C, one of the largest law fi rms in Zhejiang.

In March, Robert Gaybrick, co-chair, partner and senior patent attorney with Morgan Lewis, and his patent attorney colleague Liu Lijie attended a meeting with T&C partners Wang Qiuchao, Wang Lixin and Ye Zhijian. The two fi rms discussed the arrangements to present the patent seminars in Hangzhou.

摩根路易斯携手浙江天册摩根路易斯携手浙江天册自去年八月份以来，美国摩根路易斯律师事务所便与本地事务所积极合作，在多个城市举办专利研讨会。今年，浙江省最大的律师事务所之一 —— 天册律师事务所将与摩根路易斯在杭州联合举办专利研讨会，浙江的企业家们将从中大大获益。

三月份，摩根路易斯的合伙人兼高级专利代理人Robert Gaybrick和专利代理人刘莉婕到访天册，并与天册合伙人王秋潮、王立新和叶志坚商讨合作事宜。两所已达成一致，于今年四月份开始合作在杭州举办美国专利及知识产权法律讲座，内容涉及中国企业防范知识产权法律风险，在美国申请专利，美国专利在中国的许可实施和中国企业购买美国专利等。

LONGAN SIGNS MEMORANDUM WITH HONG KONG FIRM Beijing-headquartered Longan Law Firm and Hong Kong fi rm Johnny KK Leung & Co have signed a memorandum of cooperation to take advantage of opportunities resulting from the economic integration of Hong Kong and the mainland.

Under the memorandum, the two fi rms will exchange lawyers and cooperate on cross-border transactions and other legal issues. The two fi rms will investigate further ways to cooperate in the future to provide clients with high quality and effi cient legal services.

Johnny KK Leung & Co was founded in 1990 and advises on criminal, commercial and intellectual property matters as well as providing notary services.

隆安与香港律所联营隆安与香港律所联营总部位于北京的隆安律师事务所与香港梁家驹律师行签署合作备忘录，意欲充分利用香港与内地经济融合带来的绝佳机遇。

根据备忘录，两所可相互向对方办公室派驻律师，并在跨境交易和法律事务方面进行通力合作。两所将在不远的未来进一步寻求合作途径，以便为客户提供优质高效的法律服务。

梁家驹律师行成立于1990年，业务范围涵盖刑事、商业、知识产权和公证服务。

NEWSIN BRIEF >>

NEWS >>

8

ISSUE 5.4

Kaiwen Law Firm and Jingtian & Gongcheng also played integral roles ad-vising the joint sponsors and underwriters on the CRG and CRCC IPOs respectively.

In addition to the listing work, more business opportunities are set to follow. Yan said: “After the IPO, we are hoping to receive more mandates from the client in the areas of follow-on fi nancing, M&A and outbound investment.”

Up to the challengeAlthough the ‘fi rst A then H’ structure is an improvement on the fl awed ‘A+H simulta-neous’ listing adopted by ICBC and CITIC Bank in their IPOs, it is just as challeng-ing, if not more so, than its predecessor.

The spirit of the ‘fi rst A then H’ listing is that the two listings occur fairly close together in time, so that they can be seen as a single offering and can therefore maximise the H-share pricing. To ensure the best timing, all legal advisors need to make sure their resources and expertise are up to the challenge.

“Compared to simultaneous dual listings, in which Hong Kong and China regulatory bodies effectively ran the review processes in parallel and it was easy to coordinate with the two regulators, the ‘fi rst A then H’ structure is a lot more challenging,” said Wong, whose fi rm also worked on the ICBC and CITIC Bank IPOs.

“The review process of the A-share offer-ing application by the CSRC starts earlier, and takes less time to approve than the H-share offering approval process of the Hong Kong Stock Exchange. The A-share offering easily races ahead of the H-share offering, and it could come to a point when the A-share offering application has gone so far that it becomes very diffi cult to change things to respond to the Hong Kong Stock Exchange’s questions.”

The regulators in Hong Kong and China do have channels of communication, but they do not know exactly what is happen-ing on the other side. It is up to the legal advisors to help both regulators under-stand the timing and issues, and lead them through the process to make sure that one does not leave the other behind.

“The real challenge for us is to shorten the regulatory timetable in Hong Kong from the typical 10 to 12 weeks to fi ve weeks, which we did successfully,” said Wong.

Support from the Hong Kong Stock Exchange signifi cantly contributed to the success of the transaction, as Wong noted that the Hong Kong regulator saw the ‘fi rst A then H’ model is becoming a trend in terms of Chinese companies listing in Hong Kong. ALB

近几个月来，国内外股市波动、震荡的局面使得多家公司取消或延缓进行公开招股。在过

去两年股市繁荣时期大施拳脚的资本市场律师团队在2008年或将度过一段较为平静的时期。

然而，近期成功发行的两宗“先A后H”铁路股IPO为低迷的市况带来一则利好消息。

2007年12月，亚洲最大的建筑公司及世界第三大建筑承包商——中国铁路股份有限公司(中铁)率先采用‘先A后H’的模式上市，开香港联交所历史中上市模式之先河，并通过首次公开发行成功筹集55亿美元，成为2007年最大的A+H股上市项目。在这一具里程碑意义的IPO之后仅三个月，中国铁道建筑总公司(中铁建)便步其后尘，以同样模式在沪港两地上市，筹得54亿美元。

“对于那些力图实现两地上市的国有企业，国家监管机构已经尝试了不同的上市模式，从‘先H后A’、‘A+H同时上市’ 到 ‘先A后H’”，参与了中铁首次公开招股的嘉源律师事务所的管理合伙人颜羽表示，“国内监管机构对最近的 ‘先A后H’ 上市模式持鼓励态度，因为这样可使发行人能最大限度地降低国际和国内首次公开招股的价差，同时强化A股市场。”

在项目过程中，颜律师与发行人和监管机构进行了密切合作，她预测，那些希望在未来进行‘A+H’股上市的国企将会普遍采纳这一新的模式，并且许多公司将实现集团整体上市。

国际律师也在密切关注市场中出现的这一趋势。富而德北京代表处的合伙人Christopher Wong在中铁建首次公开招股中担任承销商法律顾问。Wong指出，因为A股市场可获得更高估值，因此中国公司仅在香港上市的必要性正在降低。

实际上，2007年仅有六只H股在香港主板上市，相较于2006年的17只已大大减少，而且中信银行和中铁等多家公司在香港的上市，不论是 “A+H”同时上市还是“先A或H”，均是为实现“A+H”股两地上市。

“中国一直鼓励优质公司在国内上市，提升A股市场整体质量，这种趋势仍将继续，” Wong表示，“今后，对想在两地上市的公司来说，他们能够期望的最好结果便是‘先A后H’上市模式。”

“先A后H” 上市模式成新潮“先A后H” 上市模式成新潮尽管官方并未明文规定，但目前人们普遍认为，

能够获准在H股上市的公司都将采用“先A后H”的模式。据报道，中国太平洋保险集团(中国太平洋)和中国南方机车车辆工业集团公司(中国南车)正计划在未来几个月内采用“先A后H”的模式实现集团整体上市。

A股先行使国内律师获益“先A后H”上市模式的初衷是为了能确保国内投资

者公平分享优质企业强劲发展带来的利润，并使国内股市综合实力更为强大，发展更为健康。监管机构的这一意图使得国内律所优先受惠于这一新模式的实施。由于大部分国企资产位于国内，受本法律管辖，因此在重组、尽职审查、法律文件编制、A股招股文件草拟、公司和合规问题，以及与所有相关的监管部门联络和获取审批等方面，国内律师事务所自然会被授予首要法律顾问的角色。

中铁首次公开招股项目就令嘉源律师事务所2007年的业务收入增长了一倍，创造了骄人业绩。根据中国律师协会(“中国律协”)的最新统计数字，以年度业务收入计，嘉源在所有国内律所中名列第五。

颜羽表示，“通过参与中铁首次公开招股等多项引人瞩目的交易，本所的收入和员工人数均实现大幅增长。” 从重组开始直到于2007年12月成功上市，该项目持续长达11个月。嘉源10逾名律师投入九个月时间参与这一巨型企业的尽职审查和重组工作。

中国铁路工程总公司(中铁工)于2007年9月独家发起设立中铁，作为其整体上市的平台。中铁工在2006年的最后一天确定由嘉源担任上市项目中国法律顾问。中铁工总部位于北京，拥有700逾家子公司，22万逾名员工，业务领域广泛，涵盖勘察设计、施工安装、制造研发、技术咨询、资本管理以及外贸。

颜羽表示，“这一项目规模巨大，国资委对质量控制的要求极为严格。交易错综复杂，需要本所投入大量的资源和人力支持。”中国交通建设股份有限公司(中交建)是中国最大的交通基建集团之一，嘉源此前曾为其H股首次公开招股提供顾问服务。中铁工和监管机构主要看中嘉源为中交建提供顾问

>> NEWS

9

www.asianlegalonline.comNEWSIN BRIEF >>

LATEST SHARE PRICE HIGHLIGHTS (AS OF 7 APRIL)• Companies which listed on domestic exchanges last year had an average increase

of 113.6% in their share prices as of 7 April. One out of the 124 companies posted a negative performance.

DEBUT PRICE HIGHLIGHTS (AS OF 7 APRIL)• All 22 A-share IPOs listed this year had registered positive performance by 7 April,

posting an average increase of 94.1%. • Debut performance for A-share IPOs year to date averaged at 194.5%. In the

previous year, the debut average of A-share IPOs was at 183.3%.• The 22 companies which had A-share IPOs year to date raised US$7.6bn in proceeds –

a decrease of 36.6% from the US$12.1bn raised in the same period last year.

服务的宝贵经验，并希望该所的专业团队能为首次“先A后H”上市铺平道路。

德恒律师事务所总部位于北京，拥有丰富的大型国企重组和上市经验。而在中铁建首次公开招股项目中，总部位于北京的德恒律师事务所担任发行人的中国法律顾问。拥有丰富大型国企重组和上市经验的德恒从而成为国内第二家在此“先A后H”上市模式中获取丰厚利润的律所。

在中铁和中铁建首次公开招股中，凯文律师事务所和竞天公诚律师事务所分别担任了承销商的中国法律顾问，也发挥了不可或缺的作用。在上市工作完成后，更多的业务机遇仍将接踵而至，正如颜羽所言：“首次公开招股后，我们有望在后续的融资、并购和境外投资等方面接到更多的客户委托。”

充分准备，迎接挑战虽然与中国工商银行和中信银行首次公开招股时

所采纳的“A+H”股同时上市相比有所改进，“先A后H”的上市模式所面临的严峻挑战并不比前者少。

“先A后H”上市的关键之处在于，两地上市在时间上非常接近，因此可被视为一次招股，并可使H股的价格最大化。为把握最佳时机，所有法律顾问均

需确保自己在资源和专业能力上能够应对挑战。 Wong所在的律所也曾参与工商银行和中信银行

的首次公开招股，他表示，“如在两地同时上市，香港和内地的监管机构同时高效进行审批工作，协调两地机构较为容易。而“先A后H”模式则要复杂得多。” “证监会对A股发售申请的审批开始较早，同香港联交所审批H股发售的程序相比，所需时间也较短。因此，A股发售申请程序很容易跑在H股前面，这样两者就有可能在时间上相差太远，以至于可能在需要根据香港联交所提出的问题进行某些变更时遇到很大阻碍。” 尽管香港和内地的监管机构之间存在沟通渠道，但他们并不确切知悉对方正在进行的工作内容。因此，需要依赖法律顾问来协助两地的监管机构及时了解时间安排和各项事宜，促进两地审批工作协调、顺利进行。

Wong表示，“我们面临的真正挑战在于，使香港监管机构的审批时间从通常的10至12个星期缩短至5个星期，在这个项目里我们做到了这一点。”

香港联交所的支持对于两个项目的成功也起了举足轻重的作用，正如Wong所说，香港的监管机构已经认识到，对于中国企业在香港上市而言，“先A后H”模式是大势所趋。

Source: Thomson Financial

Trade date Proceeds (US$m) Deals2008 ytd 7,647 22Same period 2007 12,053 30Year on year change (%) -36

Full year 2007 64,617 124Full year 2006 16,937 65

SHANGHAI A-SHARE IPOS – PROCEEDS RAISED (US$m)

DebutTrade date Positive performance Negative performance Average performance (%)2006 57* 8 55.62007 121 3 183.32008 ytd 22 0 194.5

PerformanceTrade date Positive performance Negative performance Average performance (%)2006 63 2 151.12007 123 1 113.62008 ytd 22 0 94.1* One IPO debut price was unchanged from offer price (Air China IPO)

SHANGHAI A-SHARE IPO STATISTICS

A-SHARE IPO PERFORMANCE

RENMIN UNIVERSITY MOOTERS WIN CHINESE JESSUP CHAMPIONSHIP A team of students from Renmin University has won the Chinese national championships of the Philip C Jessup International Law Moot Court Competition (Jessup), defeating the rival team from Xiamen University in the regional fi nal. China University of Political Science and Law and Southwestern University of Finance and Economics shared third place.

Sponsored by White & Case, Fangda Partners, Lovells and the Wang Family Foundation, the Chinese Jessup competition, now in its sixth year, was held at Renmin University in Beijing.

人大赢得Jessup辩论赛中国区冠军人大赢得Jessup辩论赛中国区冠军来自人民大学的代表队在Philip C. Jessup 国际法模拟法庭辩论赛区域总决赛中战胜厦门大学代表队，夺得全国冠军。中国政法大学和西南财经大学并列第三名。

人民大学举办的此项全国选拔赛由美国伟凯律师事务所、方达律师事务所、路伟国际律师事务所和王氏基金会提供赞助。于2月底在北京举行的本次选拔赛已是第六届赛事，吸引了全国28所大学参赛。裁判小组由27名国际法专家组成。

位居前两名的中国代表队将参加4月6日至12日在华盛顿举办的全球Jessup辩论赛。Philip C. Jessup 国际法模拟法庭辩论赛是一项国际辩论赛，参赛选手在国际模拟法庭前进行口头和书面答辩。

MALLESONS HELPS AIRWAYS BECOME GREENERMallesons Stephen Jaques has advised Cathay Pacifi c Airways and its sister airline Dragonair on a global carbon offset program, the fi rst to be launched by an Asian airline.

The FLY greener program allows passengers to voluntarily pay to offset carbon dioxide emissions generated by their fl ight using cash or frequent fl yer miles. The offset payments are used by the airlines to purchase carbon credits generated by projects that reduce greenhouse gas emissions.

Mallesons assisted Cathay Pacifi c Airways and Dragonair with the development and implementation of the carbon offset program. Climate change and clean energy partner Christopher Tung led the Mallesons team on the project.

万盛协助绿色航空行动启航万盛协助绿色航空行动启航澳大利亚万盛国际律师事务所就全球碳抵消计划向国泰航空和港龙航空提供法律顾问服务。该计划是亚洲航空公司首次推出的碳抵消计划。

名为「FLY greener」的碳抵消计划使乘客自愿选择使用现金或飞行常旅里程，抵消其飞行过程中产生的二氧化碳排放。航空公司将把抵消款项有效地用于购买碳信用额，以资助联合国认证的减排项目及发展中国家进行的洁净能源计划。

万盛协助国泰航空和港龙开发及实施此项碳抵消计划。气候变化和清洁能源合伙人Christopher Tung 是万盛团队中该项目的负责人。

NEWS >>

10

ISSUE 5.4

Firm: Commerce & Finance Client: Underwriters on PRC law

• H-listing was concurrent with the Rule 144A/Regulation S global offering of Honghua Group

• The company sold 25% of its enlarged share capital, or 833.36 million shares

• The 70% institutional tranche was more than 11 times covered, while the retail tranche attracted about 28 times the number of shares on offer

• This triggered a partial clawback that boosted the size of the retail tranche from 10% to 30% of the total

• The Herbert Smith team recently advised on $US21.9bn IPO of ICBC; one the largest ever IPOs

| CHINA/US |

MOTOROLA INC ASSET ACQUISITION ►Motorola diversifi es its interests on the mainland

Firm: Paul Weiss Rifkind Wharton & GarrisonLead lawyer: Jeanette ChanClient: Acquirer on international law

Firm: Jun He Client: Acquirer on PRC law

Firm: AllBrightClient: Target on PRC Law

• Motorola acquired the assets related to digital cable set-top products of Zhejiang Dahua Digital Technology Co, Ltd and Hangzhou Image Silicon (collectively, Dahua Digital)

• Dahua Digital is a privately held developer, manufacturer and marketer of cable set-tops and related low-cost integrated circuits for the emerging Chinese cable business

| CHINA/AUSTRALIA |

SINOSTEEL BID FOR MIDWEST ►Value: A$1.2bn

Firm: DeaconsLead lawyers: Ian McCubbin, Shaun McRobert, James StewartClient: Sinosteel

Firm: Hardy BowenLead lawyer: Michael BowenClient: Midwest

The fi rst hostile takeover bid by a Chinese fi rm for an Australian company

• SOE Sinosteel Corporation is the largest iron ore trading company in China

• Sinosteel ignored a call by its target on 19 March to raise the A$5.60-a-share bid to at least A$7 a share, valuing Midwest at A$1.49bn

• Midwest said the current offer undervalued the strategic and intrinsic value of its fi ve projects in Western Australia

| CHINA/HONG KONG |

HONGHUA GROUP LISTING ►U$S410m

World’s second largest onshore oil rig manufacturer H-lists

Firm: Arculli Fong & Ng Client: Issuer on HK law

Firm: Latham & Watkins Client: Issuer on US law

Firm: King & WoodClient: Issuer on PRC law

Firm: ApplebyLead lawyers: Li Lee Tan, Frances WooClient: Issuer on Cayman law

Firm: Herbert Smith Lead lawyers: Gary Lock, Kevin RoyClient: Underwriters on HK & US law

Shaun McRobert, Deacons

James Stewart, Deacons

Frances Woo, Appleby

Kevin Roy,Herbert Smith

XINYUAN REAL ESTATE IPO & NYSE LISTING ►US$282m

The fi rst China property developer to be listed on the NYSE

Firm: Baker & McKenzie Lead lawyers: Scott Clemens, Omer OzdenClient: Issuer on US law

Firm: Shearman & SterlingClient: Underwriters on US law

Firm: TransAsia LawyersClient: Issuer on PRC law

Firm: King & WoodClient: Issuer on PRC law

Firm: Maples & CalderLead lawyers: Richard Thorp, Alice OoiClient: Issuer on Cayman Island law

• Listing makes Xinyuan the fi rst China property developer to be listed in the US; introducing China’s fast-growth property sector directly to US investors for the fi rst time

• Deal involved complex negotiations with pre-IPO private equity investors, Blue Ridge China and Equity International, and signifi cant debt fi nancing

MINDRAY MEDICAL ACQUISITION OF ►DATASCOPE US$202m

Firm: O’Melveny & MyersLead lawyers: Gregory Puff, Victor Chen, Larry Sussman, Pete Ritter, Ted KassingerClient: Mindray on US, PRC law

Firm: DechertLead lawyers: Adam Fox, Martin NussbaumClient: Datascope on US, PRC law

• Transaction will create, upon completion, the third-largest player in the global patient monitoring device industry

• Transaction represents a unique combination of strengths that will help transform Mindray from a largely China-based company into a global leader

| CHINA/SINGAPORE |

CHINA HUANENG GROUP ACQUISITION OF ►TUAS POWERUS$3.1bn

Largest ever overseas acquisition by a Chinese power company

Firm: Shook Lin & BokLead lawyers: Phillip Pillai, David Chong, Michelle PhangClient: Acquirer on Singapore law

Firm: Clifford ChanceLead lawyer: Ting Ting TanClient: Financier (BOC) on Hong Kong law

Firm: Sullivan & Cromwell

Scott Clemens, Baker & McKenzie

Gregory Puff, O’Melveny &

Myers

>> NEWS

11


YOUR MONTH AT A GLANCEFirm Jurisdiction Deal name US$m PracticeAllBright China, US Motorola Inc Asset Acquisition Undiscl. M&AAllen & Gledhill China, Singapore Evraz Group acquisition in Delong Holdings 770 M&AAllen & Overy Belgium, China PingAn acquisition of interest in Fortis

Investment Management 3,350 Private

equity, M&AHong Kong Airport Authority of Hong Kong Franchise to

Cathay Pacifi c ServicesEst. 618 Building &

constructionAllens Arthur Robinson

China Fresenius Kabi (China) acquisition of COSCO Pharm

Undiscl. M&A

Appleby China, Hong Kong, US Honghua Group IPO 410 Equity Hong Kong Asia International Standard Group rights issue 84 Equity

Arculli Fong & Ng China, Hong Kong, US Honghua Group IPO 410 Equity Baker & McKenzie China, Hong Kong, US China Railway Construction Corporation IPO 5,400 Equity

China, US Xinyuan Real Estate IPO and NYSE Listing 282 EquityBeijing Deheng China, Hong Kong, US China Railway Construction Corporation IPO 5,400 Equity

China, Hong Kong Fujian Casstech Crystals IPO 53 EquityCastillo Laman Hong Kong, Philippines,

UKInternational Finance Corporation & Asian Development Bank fi nancing

1,100 Project fi nance

Chui & Partners China, Hong Kong, Singapore

Xingfa IPO Est. 58 Equity

China, Singapore Li Heng Chemical Fibre Technologies IPO Est. 232 EquityClifford Chance Hong Kong,, Japan Permira Acquisition of Arysta LifeScience Corp 2,002 M&A

China, Singapore China Huaneng Group Acquisition of Tuas Power

3,000 M&A

Commerce & Finance

China, Hong Kong, US Honghua Group IPO 410 Equity China, Hong Kong, US, Evergrande IPO 2,100* Equity

Conyers Dill & Pearman

China, Hong Kong, Singapore


China, Hong Kong, US Solargiga IPO Est. 127 Equity China, Singapore Li Heng Chemical Fibre Technologies IPO Est. 232 Equity

Davis Polk & Wardwell

China China Investment Corporation Investment in Morgan Stanley

5,000 FDI, M&A

Deacons China, Hong Kong, US Wingfat IPO Est. 12* Equity Australia, China Sinsosteel bid for Midwest Est. 1,200 M&AAustralia, Hong Kong, China

Sino Gold acquisition of Golden China Resources Corporation

97 M&A

Dechert China, US Mindray takeover of Datascope 202 M&ADorsey & Whitney China, Hong Kong, US Solargiga IPO Est. 127 Equity

China, Hong Kong, US Wingfat IPO Est. 12* Equity Australia, Hong Kong, China


97 M&A

Freshfi elds Hong Kong, Japan Permira Acquisition of Arysta LifeScience Corp 2,002 M&AFreshfi elds Bruckhaus Deringer

China, Hong Kong, US China Railway Construction Corporation IPO 5,400 Equity China, Hong Kong, US Evergrande IPO 2,100* Equity China, Hong Kong, US Want Want IPO 1,048 Equity

Garrigues China, Spain Fersa Energias Renovables investment in & JV with Lubei Group Corporation

95 M&A, Energy & resources

Graubard Miller China, US North Asia Investments IPO & NYSE listing Est. 115 EquityGuangdong Guangda



Haiwen & Partners China, Singapore China Huaneng Group Acquisition of Tuas Power

3,000 M&A

Hardy Bowen Australia, China Sinosteel bid for Midwest Est. 1,200 M&AHeller Ehrman China Yuhe Poultry reverse takeover & private capital

raising21 Equity, M&A

Herbert Smith China, Hong Kong Honghua Group IPO 410 EquityJingtian & Gongcheng



China, Hong Kong, US Solargiga IPO Est. 127 EquityChina, Hong Kong, US China Railway Construction Corporation IPO 5,400 EquityChina, Hong Kong, US Want Want IPO 1,048 EquityChina, Singapore Li Heng Chemical Fibre Technologies IPO Est. 232 Equity

Jun He China, US Motorola Inc. Asset Acquisition Undiscl. M&AChina, Hong Kong, US Want Want IPO 1048 EquityChina, US North Asia Investments IPO & NYSE listing Est. 115 Equity

Kim & Chang China, US North Asia Investments IPO & NYSE listing Est. 115 EquityKing & Wood China, Hong Kong Honghua Group IPO 410 Equity

China, Hong Kong, US, Evergrande IPO 2,100* EquityChina, US Xinyuan Real Estate IPO and NYSE Listing 282 Equity

Kirkpatrick & Lockhart Preston Gates & Ellis



Latham & Watkins China, Hong Kong Honghua Group IPO 410 EquityLee & Li China, Hong Kong, US Solargiga IPO Est. 127 Equity

China, Hong Kong, US Want Want IPO 1,048 EquityLinklaters China, Singapore Evraz Group acquisition in Delong Holdings 770 M&AMallesons Stephen Jaques

Hong Kong, Philippines, UK

International Finance Corporation & Asian Development Bank fi nancing


Maples & Calder Hong Kong IFIL Group investment in Vision Investment Management Limited

90 M&A

China, US Xinyuan Real Estate IPO and NYSE Listing 282 EquityHong Kong, UK Asia Alternative Asset Partners (Caymans) Ltd

First closing200 Equity

China, Hong Kong, US Want Want IPO 1,048 EquityChina, Hong Kong, US, Evergrande IPO 2,100* EquityChina, US North Asia Investments IPO & NYSE listing Est. 115 Equity

Mayer Brown JSM China Shui On Land Land use rights 1,060 Real estateMorrison & Foerster

China, Hong Kong, US Solargiga IPO Est. 127 Equity

Lead lawyer: Wei ChunClient: Acquirer on International law

Firm: Haiwen & PartnersClient: Acquirer on PRC law

• Temasek, owner of Tuas Power, has made no secret of its desire to divest all of its wholly-owned power generation assets in Sinagpore; this deal is the fi rst big move in this direction

• Temasek announced China Huaneng Group as the successful bidder in a press release on 14 March 2008

• Huaneng also owns a 50% stake in the Australian power generation joint venture company, OzGen, and is also the controlling shareholder of Huaneng Power International, Inc, which is listed on the New York, Hong Kong, and Shanghai stock exchanges

| CHINA/HONG KONG |

WANT WANT IPO ►US$1.05bn

Second largest offering of 2008 to date

Firm: Freshfi elds Bruckhaus DeringerLead lawyers: Kay Ian Ng, Stuart Grider, Claude Stansbury, Bruce CooperClient: Issuer on HK, US law

Firm: O’Melveny & Myers Lead lawyers: Colin Law, Peter Chen, Kurt BerneyClient: Underwriters on HK, US law

Firm: Maples & CalderLead lawyer: Greg KnowlesClient: Issuer on Cayman Islands law

Firm: Lee and LiLead lawyer: Joyce FanClient: Issuer on ROC law

Firm: Jun HeLead lawyer: Shi TiejunClient: Issuer on PRC law

Firm: Jingtian & GongchengClient: Underwriters on PRC law

• Want Want is a leading food and beverage manufacturer in China, well known for its rice crackers and other snack food products

• Prior to HK listing, Want Want was listed on the Singapore Stock Exchange for some 10 years before being delisted and taken private by its chairman in September 2007

• Company is offering 2.7 billion shares at HK$3 each. The shares sold represent 20.5% of the company's enlarged share capital

• Prior to the global offering, the company underwent a restructuring to spin-off certain non-core businesses, and focus on its core food and beverage businesses

• As part of the deal, Want Want and its controlling shareholder repaid and discharged fi nancing arrangements incurred in connection with privatisation

• Freshfi elds is the only fi rm to have worked on both of the Hong Kong IPOs in the billion-dollar category for the fi rst quarter of 2008

Shi Tiejun, Jun He

NEWS >>

12

ISSUE 5.4

ANALYSIS

As the sub-prime mortgage crisis sends the US economy sliding into recession,

Asia’s capital markets have experienced a series of withdrawn deals early in the year, indicating the resilience of the region’s markets may not last indefi nitely.

Asia had recorded US$17.9bn worth of withdrawn M&A deals at the time ALB China went to press. This was half the size of the completed M&A deals in the region (US$36.3bn). Withdrawn IPO volumes totalled US$14.3bn from 14 deals – larger than those launched so far this year in the region, according to Thomson Financial. Asia (ex-Japan) IPO volumes totalled US$11.7bn from 66 deals. A number of IPO deals from India accounted for the majority of withdrawn issuances, as the Mumbai market suffered. These were BSNL, Emmar-MGF, DLF Offi ce Trust and Unitech Offi ce Trust.

Withdrawn deals signal hard times aheadThe capital markets

teams of law fi rms in the region, that have been stretched thin during the market boom, may be set for some quieter times in 2008. While lawyers are often entirely in the client’s hands in terms of ensur-ing these deals go to market, and can only ensure clients are ready for listing, deals being pulled will hurt law fi rm profi ts.

“It really varies from deal to deal, and depends on the relationship and what’s been negotiated with a client,” Barron said. “It’s fair to say, though, that it’s diffi cult to get paid a good fee if the deal doesn’t end up going ahead.”

Barron said he has not noticed the credit crunch effect on the pipeline of M&A deals in the region. “On the M&A side, you’re continuing to see a lot of activity; from our perspective, that hasn’t been affected at all,” he said. “This is because most of the M&A deals out here aren’t as dependent on leverage as much as in the US, for example, so they’re continuing to go ahead.” Davis Polk has a string of M&A deals lined up, and is currently representing Linktone, a Nasdaq-listed company with operations in the PRC, in connection with its acquisition by Media Nusantra Citra, an Indonesian company. Davis Polk’s Jeffrey Small also represented Morgan Stanley in connec-tion with China Investment Corporation’s US$5bn investment in the bank.

As for the future of capital markets deals, Barron is philosophical. “I’ve been here 15 years and three or four market cycles, and the markets get turbulent at times.” Taking a long-term view, Barron said the sub-prime-induced situation so far in Asia has not been as bad as after the Asian fi nancial crisis, the .com bust or the SARS scare.

“Eventually, it will be likely to have a more signifi cant effect out here than it’s had up until now. It’s been encouraging how strong it’s been out here given what’s happening in the US, but sooner or later it will have an effect,” Barron said.

Expect lawyers to become a lot more ag-gressive in their approach to sourcing deals if and when the market takes a dive. ALB

William Barron, Davis Polk & Wardwell

WITHDRAWN IPO s 2008Asia-Pacifi c (ex Japan) cancelled/postponed IPOs Asia-Pacifi c (ex Japan) IPO volumes

Issue date totals Proceeds (US$m) Number of issues Issue date totals Proceeds (US$m) Number of issues

Full year 2006 10,921 48 Full year 2006 85,184 515

Full year 2007 5,787 24 Full year 2007 92,809 636

So far 2008 14,637 14 So far 2008 11,656 66

Source: Thomson Financial

The IPO trend followed on from last year’s tentative approach to Asian mar-kets, which resulted in 22 IPO deals in Asia-Pacifi c (ex-Japan) being cancelled or postponed, with an estimated combined value of US$5.8bn. Seventeen of these equity deals were pulled in the second half of last year as the credit crisis started to take effect in the region.

William Barron, partner with Davis Polk & Wardwell, said he has noticed the growing capital markets trend, par-ticularly on the debt side. “Beginning last July or August, when the sub-prime prob-lem started to develop, a lot of deals were pulled or put on hold due to diffi cult market conditions, mainly debt deals,” Barron said. “In fact, some of them went right through roadshows and didn’t go ahead. Some eq-uity deals were also pulled from the market after getting quite far along.”

The US sub-prime crisis is having a diverse range of global effects. In Asia, it is loss of profi t through the withdrawal of deals

>> NEWS

13


| CHINA/SINGAPORE |

LI HENG IPO ►US$230m

Firm: Rajah & TannLead lawyers: Wong Kok Hoe, Howard CheamClient: Issuer on Singapore law

Firm: Jingtian & GongchengClient: Issuer on PRC law

Firm: Chiu & PartnersClient: Issuer on HK law

Firm: Conyers Dill & PearmanClient: Issuer on Bermudan law

Firm: Wee Woon & HongClient: Underwriters on Singapore, PRC law

• Deal saw listing of Li Heng on the Main Board of the Singapore Securities Exchange Trading Limited and its initial public offering (“IPO”) in Singapore

• IPO was made by way of an invitation in respect of 400 million ordinary shares of Li Heng at S$0.10 each, comprising 340 million New Shares and 60 million Vendor Shares by way of public offer and placement of 10 million Offer Shares at S$0.80 and 390 million Placement Shares at $0.80 respectively

| CHINA/BELGIUM |

PING AN – FORTIS INVESTMENTS ►ACQUISITION & JVUS$3.35bn

Firm: Allen & OveryLead lawyers: Gary McLean, Alistair AsherClient: Target, JV Partner on PRC, Belgian law

Firm: White & CaseLead lawyers: Seung Chong, Stefan OdeursClient: Acquirer, JV Partner on PRC, Belgian law

• Deal will create a global asset management partnership between Fortis and Ping An Insurance (Group) Company of China Ltd

• Ping An intends to acquire a 50% equity stake in Fortis Investments, the global asset management arm of Fortis, for a consideration of €2.15bn

• Partnership will signifi cantly advance Ping An’s strategy to establish a global asset management business and a Qualifi ed Domestic Institutional Investor (“QDII”) platform while Fortis will signifi cantly accelerate the development of its business in both China and Asia-Pacifi c

• According to the Memorandum of Understanding, Fortis Investments would be re-branded “Fortis Ping An Investments”

Seung Chong, White & Case

YOUR MONTH AT A GLANCE (CONT)Firm Jurisdiction Deal name US$m PracticeO'Melveny & Myers China, US Mindray takeover of Datascope 202 M&A

China, Hong Kong, US Want Want IPO 1,048 EquityOrrick Herrington & Sutcliffe

Hong Kong IFIL Group investment in Vision Investment Management Limited

90 M&A

China, Egypt COSCO Pacifi c Ltd purchase of stake in Suez Canal

750 M&A

Paul Hastings Janofsky & Walker

China, Hong Kong, US Wingfat IPO Est. 12* EquityChina YIHE Real Estate Holdings Ltd CB issue 100 Debt market

Paul Weiss Rifkind Wharton & Garrison

China, US Motorola Inc. Asset Acquisition Undiscl. M&AHong Kong IFIL Group investment in Vision Investment

Management Limited90 M&A

Rajah & Tann China, Hong Kong, Singapore


China, Singapore Li Heng Chemical Fibre Technologies IPO Est. 232 EquityRichards Butler China, Hong Kong, US Solargiga IPO Est. 127 EquityShearman & Sterling

China, US Xinyuan Real Estate IPO and NYSE Listing 282 Equity

Shin & Kim China, US North Asia Investments IPO & NYSE listing Est. 115 EquityShook Lin & Bok China, Singapore China Huaneng Group Acquisition of Tuas

Power3000 M&A

Sidley Austin China, Hong Kong, US Solargiga IPO Est. 127 EquityChina, Hong Kong, US, Evergrande IPO 2,100* Equity

Slaughter and May China, Hong Kong, Japan CRE Beverage Trading Limited dual currency loan facility

232 Debt market

Stephenson Harwood & Lo

Hong Kong Asia International Standard Group rights issue 84 EquityHong Kong, Singapore Vitasoy acquisition of Unicurd Food 50 M&A

Stikeman Elliot Australia, Hong Kong, China


97 M&A

Sullivan & Cromwell

China Goldman Sachs Developing Markets Real estate funds bond acquisition

100 Equity

China China Investment Corporation Investment in Morgan Stanley

5000 FDI, M&A

China YIHE Real Estate Holdings Ltd CB issue 100 Debt marketChina, Singapore China Huaneng Group Acquisition of Tuas

Power3,000 M&A

SyCip Salazar Hernandez & Gatmaitan

Hong Kong, UK International Finance Corporation & Asian Development Bank fi nancing


TransAsia Lawyers China, US Xinyuan Real Estate IPO and NYSE Listing 282 EquityTaylor Wessing China, France China Corn Oil NYSE Euronext Listing 133 EquityWatson Farley & Williams

China, Pan Asia Sinochem International Corporation acquisition from Monsanto Corporation

Undiscl. M&A

Wee Woo Hong China, Singapore Li Heng Chemical Fibre Technologies IPO Est. 232 EquityWhite & Case Belgium, China PingAn acquisition of interest in Fortis

Investment Management 3,350 Private

equity, M&AWithers Hong Kong, UK International SOS & Control Risks Group JV n/a M&AWong Partnership China, Singapore Evraz Group acquisition in Delong Holdings 770 M&AWoo Kwan Lee & Lo

China, Hong Kong, US Wingfat IPO Est. 12* Equity

Yuan Tai China, Hong Kong Wingfat IPO Est. 12* EquityZong Heng China, Hong Kong , US Solargiga IPO Est. 127 Equity* IPO has been withdrawn

REST OF ASIAFirm Jurisdiction Deal name US$m PracticeAllen & Overy Philippines Republic of Philippines issuance of Debt

Exchange Warrants2,000 Debt market

Bae Kim & Lee Korea Halla Consortium share purchase 763 M&ABonelli Erede Pappalardo

Italy, Singapore, UK, US GIC Investment in Sintonia SA 1,500 Equity

Cleary Gottlieb Philippines Republic of Philippines issuance of Debt Exchange Warrants

2,000 Debt market

Elvinger Hoss & Prussen


Linklaters China, Singapore Evraz Group acquisition in Delong Holdings 770 M&ALovells Italy, Singapore, UK, US GIC Investment in Sintonia SA 1,500 EquityLoyens & Loeff Italy, Singapore, UK, US GIC Investment in Sintonia SA 1,500 EquityMallesons Stephen Jaques

Hong Kong, Philippines, UK



Singapore, Malaysia Cathay Pacifi c Airways & Dragonair global carbon offset initiative

n/a Project advice

Maples & Calder Cayman Islands, Hong Kong, United Kingdom

Asia Alternative Asset Partners (Caymans) Ltd First closing

200 Equity

Nagashima Ohno Tsunematsu

Japan, United States TPG Investment in and JV with NIS group 288 M&A

Simmons & Simmons

Qatar Ras Abu Fontas A1 desalination project 650 Project fi nance

Sullivan & Cromwell


SyCip Salazar Hernandez & Gatmaitan

Hong Kong, Philippines, United Kingdom



Philippines Republic of Philippines issuance of Debt Exchange Warrants

2,000 Debt market

Does your fi rm’s deal information appear in this table?Please contact Renu Prasad [email protected] 61 2 8437 4763

Wong Kok Hoe, Rajah & Tann

FIRM

PRO

FILE

14

FIRM PROFILE ISSUE 5.4

With more than 120 legal practitioners, 35 of whom are partners, Tian Yuan Law Firm services an impressive array

of leading domestic and international corporations, state-owned enterprises and government departments. Headquartered in the heart of Beijing’s Financial Street, the fi rm is enjoying a growing reputation in all commercial areas.

What have set Tian Yuan apart for over 16 years and become a model for the modern practice of law in China is Tian Yuan’s priority on people, culture and organic growth. The fi rm prides itself on this, and has been named “employer of choice in China” in ALB’s recent survey of over 15,000 lawyers across 13 Asian jurisdictions. Tian Yuan’s approach has proven to be successful and reinforces its

Tian Yuan: where aspirations meet opportunities leading position in the marketplace.

“We believe our stable team of fi rst-class lawyers has fundamentally contributed to Tian Yuan’s consistent highest quality legal advice and representation to clients. Towards attracting and keeping stay the very best talents, we provide best training and accessible resources, and avail the senior associates clear path to the partnership.”

The fi rm creates an environment in which opportunities serve the aspirations of well-qualifi ed and motivated lawyers. Its real investment in people has won the loyalty of its associates and partners, enabled the creation of long-term working relationships with clients and brought more mandates from clients.

“The strong centripetal force in the fi rm ensures that we have a unifi ed culture, and a high consistency of service and quality,” says Liu. “This is what’s driving the fi rm’s fast growth, and our clients

benefi t greatly from it.”While the fi rm grows alongside the

toughest of competitors in Beijing and Shanghai, it is set apart by its people focus, the accessibility of its partners and its client service standards.

Stellar performance in 2007The fi rm’s corporate advisory team has excelled itself over the years by commanding an increased share of instructions from leading state-owned and private enterprises, including clients such as Chinalco, China Yangtze Power, China Minmetals, Ansteel Group, Beijing State-owned Assets Management, Sinochem Corp, China Resources Group, , Lenovo, Haier, Beijing Capital International Airport Company, and New Oriental Education & Technology Group. etc.

“Many of the transactions we acted on have been the fi rst of their kinds. As there were no precedents, clients have required

天元律师事务所总部位于北京金融街中心地带，拥有逾120名执业律师，其中35位为合伙人。其服务客户包括众

多国内外知名公司、国有企业和政府部门。始终致力于提供卓越服务的天元如今在各个商业领域声名鹊起。

令天元引以为荣的是，自1992年成立以来，事务所便坚持以人为本，强调企业内部文化建设的发展战略。天元致力于为倾心投入工作的高素质律师提供实现抱负的机会，也因此在业界内脱颖而出，成为现代法律服务业的典范。在《亚洲法律杂志》最近对亚洲13个司法管辖区内的15,000多名律师所作的一份调查中，天元被评为“中国最佳雇主”之一。

“16年来，天元建立了一支非常稳定的合伙人和律师团队，”天元合伙人刘艳表示，“我们深知稳定的团队是保证为客户提供高品质法律服务和维持长期客户关系的根本。同时，我们为年轻有为的律师提供最好的培训机会和可供使用的资源，并对他们敞开通向成为合伙人的大门。”

事务所对人才进行的实实在在的投入赢得了同事和合伙人对天元的忠诚度和对工作的责任心，使得他们能够与客户保持长期稳定的合作关系，并赢得更多委托业务。

“事务所强大的凝聚力确保我们在内部能拥有统一的文化、在外部能为客户提供始终如一的高品质服务”，刘艳表示，“这是推动事务所飞速增长的动力所在，我们的客户从中大大受益。”

尽管北京和上海高端法律服务市场竞争激烈、强手如林，天元仍凭借以人为本、合伙共事的企业文化及卓越的客户服务不断巩固其市场翘楚的领先地位。

2007 业绩不凡天元自成立以来在保持律师团队稳步增长的同

时，实现了业务收入的快速增长。2006和2007年两年中每年收入的增长都超过了40％。

天元的公司法业务团队多年来屡创佳绩，知名度在广大国企，民企以及跨国公司之间不断提升，并在业内建立了良好口碑。该团队曾经服

务过的客户包括中国铝业、中国长江电力、中国五矿、鞍钢集团、北京国有资产经营有限公司、中国中化集团、华润集团、联想、海尔、北京首都国际机场股份有限公司和新东方教育科技集团等。

每一位客户的成功都是天元团队开拓创新、致力寻求最佳解决方案而取得的成就。例如，造价高达213亿美元的三峡工程发电站的经营者中国长江电力，是首家根据2007年8月证监会颁布的新规则发行公司债的企业；中国铝业收购云南铜业集团控股权是中国有色金属业内迄今为止最大的收购案。

“我们参与的许多项目都是同类交易里的第一单，没有先例可循，因此客户要求我们发挥创新精神，并严格把握交易架构以及合规等方面的问题，”刘艳表示，“我们的竞争优势在于对中国法律的深刻理解和积极进取的工作态度。”

在公司法和投融资领域树立强势地位的同时，天元在诉讼和纠纷解决方面的业绩也备受赞誉。诉讼团队由合伙人李琦领导，曾参与多项复杂的

“The strong centripetal force in the fi rm ensures that we have a unifi ed culture, and a high consistency of service and quality”

al force m ensures have a ulture, and nsistency e and

事务所对人才进行的实实在在的投入赢得了同合的忠作的

务过的客户包括中国铝业、中国长江电力、中鞍有产有

FIR

M P

RO

FILE

15

FIRM PROFILEwww.asianlegalonline.com

天元：以人为本，以质为先us to be innovative and have an excellent grasp of the structures, the rules and regulatory aspects,” says Liu. “We met these requirements with our competitive edge - our in-depth understanding of the law and practice and our prudent yet constructive professionalism.”

In keeping with its prominent standing in the corporate and fi nancial sectors, Tian Yuan has established itself as a respected player in litigation and dispute resolution. The litigation team is headed by partner Li Qi, and has been involved in many large and complicated court cases. In particular, clients and peers draw attention to the team’s strength in intellectual property protection practice.

A growing familyIn a very tight legal talent market, the fi rm has managed to keep ahead of its competition by using its enviable working culture to attract new partners and best law school graduates, while a substantial

number of internal promotions have strengthened its partnership traditions.

Two of the eight new partners were appointed for the fi rm’s newly upgraded Shanghai offi ce located in the Bank of China Tower. Zeng Xi joined Tian Yuan Shanghai from Zhonglun , and Wang Bangmin, former Assistant General Counsel of American Standard Companies in Asia Pacifi cseniorBASF, gave up his in-house career to practise with Tian Yuan. The new hires are set to sustain the fi rm’s remarkable growth of corporate and foreign investment practice in Shanghai.

The infl ux of new lawyers and partners has expanded the diversity of the practice and experience . This has been mirrored in the fi rm’s client activity by its winning of the role of adviser to Minmetals Development’s US$242m project in Brazil and to the logistics services for the Airbus A320 fi nal assembly line project in Tianjin.

International trade specialist Chai Jie was promoted to the partnership last year.

Prior to joining Tian Yuan in 2001, he had served as the general counsel in China Metallurgical Group. He is the principal partner for both projects. The fi rm expects Chai’s appointment to give a further boost to its international trade practice.

“Given the policies encouraging domestic companies and fi nancial institutions to invest abroad, there is an increasing amount of opportunities for domestic fi rms to take part in outbound investment. Tian Yuan will continue to increase its visibility through advising on overseas projects,” says Chai.

The fi rm expects strong performance throughout 2008. In January, the fi rm expanded the offi ce space for its Beijing headquarters. This additional space will be put to very good use in coming years, as the fi rm continues to attract new talent and clients at local, national and international levels.

大型诉讼案例。该团队在知识产权保护方面的优势力量已引起了客户和同行们的特别关注。

目前，该团队在北大方正电子有限公司与美国暴雪（Blizzard）公司知识产权侵权纠纷案件中代表北大方正电子有限公司。该案件索赔金额超过1亿元人民币，由北京市高级人民法院审理。

人才队伍日渐壮大虽然当今市场资深法律人才匮乏，但是天元通

过营造令人钦羡的工作环境和律所文化吸引了一批新合伙人和一流法律院校的毕业生。同时通过多项内部晋升计划，强化合伙人团队，从而在激烈的竞争中保持优势地位。

在八名新合伙人中，有两名将在上海分所工

作，在加盟天元前，曾曦曾为中伦金通合伙人，而王邦民曾为美国美标公司亚太区助理法律总监。这两位新合伙人无疑将推动天元上海业务的快速增长。

刘艳表示，“曾曦和王邦民均在外商投资和并购领域拥有丰富的实践经验。他们将与资深上海合伙人徐萍一起，负责上海分所的业务发展，使之成为本所国际化战略的实施中心。”

随着新律师和合伙人的不断加盟，天元的业务领域和专业知识也随之走向多元化。该所最近赢得了五矿发展股份有限公司的项目顾问一职，负责该公司在巴西价值2.42亿美元的工程项目，并获得委任为天津空中客车A320总装线项目物流服务提供法律意见。

国际贸易专家柴杰去年被晋升为合伙人，他对天元成功签约以上两个项目功不可没。在2001年加盟天元之前，他曾任中国冶金科工集团法律总顾问。天元表示通过晋升柴杰为合伙人，其国际贸易业务将得到进一步的推进。

柴杰说道：“受到国家政策的鼓励，越来越多的国内企业和金融机构纷纷到海外进行投资，因此国内律师事务所参与海外投资的机会将不断增多。天元将努力为客户的海外项目提供更多优质服务，争取在该领域树立卓著声誉”。

此外，随着新劳动合同法的颁布实施，天元劳动法律师享有的市场份额正逐渐增大，参与雇佣业务的深度和广度均不断延伸。在劳动法方面经验丰富的合伙人孙彦见证了各个公司对劳动关系法律服务需求的强劲增长。

“新劳动合同法对雇主和雇员均产生重大影响，特别是在中国这样一个世界最大的劳动力市场，” 孙彦表示，“拥有劳动法专家的事务所将炙手可热。我们正积极加强知识储备，努力利用本所的法律专长为客户提供切实服务。”

展望2008年的发展，天元合伙人踌躇满志。一月初，事务所已为北京总部办公室扩租了办公场所。未来几年，随着事务所继续在本地、全国和国际层面吸引法律人才，获得客户委任，新的办公空间必将大有用武之地。

2007 年取得的辉煌成就交易/项目客户价值执业领域首席合伙人

晶澳太阳能纳斯达克首次公开发售及二次发售并上市晶澳太阳能 4.50亿美元证券刘艳、徐萍

中国长江电力发行公司债并于上海交易所上市中国长江电力超过10亿美元证券刘艳、陈华

方兴地产（中国）有限公司（中国中化下属的房地产企业）全球发售及香港首次公开发售

方兴地产（中国） 4.24亿美元证券朱小辉

太平洋网络全球发售及香港首次公开发售太平洋网络 1.21亿美元证券李方, 朱小辉

中国铝业收购云南铜业集团控股权中国铝业超过10亿美元并购朱小辉、宋皓

华润收购家世界连锁超市有限公司华润并购朱小辉、宋皓

丰益国际有限公司并购七十多家中国境内的外商投资企业丰益国际有限公司 16亿美元并购徐萍、吴冠雄

五矿发展与Gerdau Acominas SA就巴西重大钢铁项目签订供应合同五矿发展超过2.3亿美元国际贸易柴杰

五矿发展以及中冶集团与Usiminas SA就巴西重大钢铁项目签订供应合同

五矿发展/中冶集团超过1亿美元国际贸易柴杰

外运股份并购参股南京港、武汉港和江阴港外运股份并购任燕玲曹程钢

天元律师事务所 Tian Yuan Law FirmZeng Xi, PartnerTel.: (8610) 8809-2188Fax.: (8610) 8809-2150Website: www.tylaw.com.cn

16

NEWS >> ISSUE 5.4

Money does not necessarily buy job satisfaction, but if a fi rm pays below market rate, chances are they will soon see lawyers voting with their feet. ALB China looks at salary trends across key Asian markets

What am I worth? This is the question every lawyer asks when reassessing

their job. In a market where ‘growth’ and ‘boom’ are the buzz words, it is easy to get the impression that lawyer salaries are sky-rocketing. But what is actually hap-pening out there?

Generally the trend in Hong Kong has been one of steady rises across the board, said Florence Pang, a senior consultant with Hudson Recruitment. Pang said that for international fi rms, the average rise in 2007 would have been over 10%.

2007 saw some dramatic salary hikes too, but Pang noted that these tended to occur in specifi c areas of specialisation, with corporate fi nance and capital mar-kets expertise most in demand. “In those markets, I’ve seen increases of over 30%, although I would say the norm is about 15%,” said Pang.

The market in China is similarly strong, with fi rms upping the ante to attract the right talent. One salary survey estimated salary growth in top tier domestic fi rms to be as high as 19% – thereby narrowing the gap with international fi rms.

ing to increase salaries by between 10% and 20%,” said Su.

In-houseThe demand for in-house counsel has been a source of competition for law fi rms in recent years. “We regularly get calls from recruiters trying to fi ll in-house corporate roles,” said Irene Yang, part-ner at Guangzhou-based Guangda Law Firm. Yang said recruiters are seek-ing to fi ll roles in Shanghai, Hong Kongand Singapore.

However, lawyers who make the transi-tion to in-house teams are not necessarily copping the pay cut that has accompanied such a move in the past. “Increasingly, companies are able to attract lawyers to in-house teams with salaries comparable to those on offer in law fi rms,” said Pang. “In-house roles are always attractive to lawyers because of the work-life balance and the chance to get away from the bill-angs pressure of a big fi rm.” The oppor-in

tunity to earn a large bonus is a major tfactor too. “For lawyers going in-house with an investment bank, the bonus will often more than compensate for any loss in base salary,” said Pang.

Closing the gapIn the Australian market, the demand for senior associates has resulted in a nar-rowing of the salary gap between them-selves and salaried partners, but this trend has not appeared among fi rms in Hong Kong.

“There hasn’t really been any signifi -cant narrowing of the salary gap between senior associates and salaried partners,” said one industry source. “That’s one of the reasons why senior associates are at-tracted to the in-house market, because corporates and banks can take advantage of that gap to attract talent.” The source said that the uncertainty surrounding when, and indeed, if, a senior associate might attain partnership, adds to the at-traction of moving in-house.

Pang agreed: “Certainly the gap hasn’t narrowed signifi cantly.” Pang noted that the lawyers who are particularly in de-mand are not necessarily senior associ-ates, but lawyers in the 3–5 QPE brack-et. “Lawyers in that range are relatively mature technically and their salary ex-pectation is more manageable.”

SingaporeIn Singapore, some – but not all – of these trends are apparent. “There hasn’t been a stellar increase in salary levels, but certainly fi rms have been willing to pay

Following the moneywi ey

“Certainly there is an upward pressure on salaries,” said Scott Guan, co-man-aging partner of J&F PRC Lawyers. “We’ve increased associate compensation signifi cantly since mid last year, and in addition we’ve adopted an incentive plan so that associates with quality perfor-mance will get a good bonus, which can be up to 8–10 months’ salary.” Guan said that the incentive scheme, together with a clear partnership track, has been a very successful part of the fi rm’s recruitment and retention strategy.

Brain drainThese salary trends have implications right across Asia too as younger lawyers relocate to cities where more lucrative re-muneration is on offer. Malaysia is one key example. “We’re defi nitely experiencing a brain drain,” said Siew Ling Su, partner at Kuala Lumpur-based fi rm Tay & Part-ners. “The general sentiment among law fi rms is that there are fewer good candi-dates to choose from.” And as the law of supply and demand dictates, salary rises necessarily follow. “Some fi rms are hav-

ANALYSIS

17

NEWS>>www.asianlegalonline.com

我价值几何？这是每一位律师在重新评估自己工作时都会问到的问题？在一个“增长”和“繁

荣”成为流行语的市场中，很容易让人留下律师薪水一飞冲天的印象。然而，真实情况是怎样的呢？

全球人事招聘公司翰德的高级顾问Florence Pang表示，总而言之，香港律师的普遍薪资情况是稳步上升，2007年国际律所平均增长率为10%以上。

但Pang指出，这种高速增长往往出现在特定的专业领域，比如公司融资和资本市场。Pang表示，“在这些领域中，薪水增长率超过30%，而其他领域一般约为15%。”

中国市场的发展也同样强劲，部分律所以高薪招贤纳才。据一份薪酬调查结果统计，国内一流律所的薪水增长率高达19%，不断缩小与国际律所的差距。

九州丰泽律师事务所联席管理合伙人管云翔表示，“律所肯定存在薪水上调的压力。自去年年中起，我们就大幅提高了律师的薪酬。此外，我们还采纳了奖励计划，业绩优良的律师可得到较高的花红，最高可达8至10个月的薪水价值。” 管云翔表示，奖励计划和清晰的合伙人发展道路是该所人才招募及挽留策略中极为成功的一部分。

人才流动频繁这种薪酬趋升的走势也对整个亚洲产生了影响，

因为较为年轻的律师往往会转投至薪酬更为丰厚的城市。以马来西亚为例：吉隆坡Tay & Partners的合伙人Siew Ling Su表示，“我们确实遭遇了人才流失，目前律所的一般状况是，优秀人才日渐减少。”按照供需法则，随后必然是薪水上升。Su表示，“部分律所已将薪水增加10%至20%。”

大部分澳大利亚律所也存在律师流失国外的问题，造成其律师总数有所减少。安德慎律师事务所(Allens Arthur Robinson)的人力与业绩总监Susan Ferrier表示，目前的一个特别趋势是，拥有两至五年经验的律师倾向于到国外工作。从传统上来讲，纽约和伦敦较受澳大利亚律师的青睐，但利润日渐丰厚的亚洲市场的诱惑力也在不断增强。

企业内部法律顾问近年来，对企业内部法律顾问的强劲需求构成

与律所在人才方面的竞争。广东广大律师事务所合伙人杨闰表示，“我们经常接到猎头公司顾问的电话。”杨律师说，招聘者希望招到能在上海、香港

more for the right person,” said Jeremy Small, director of Law Alliance Re-cruitment Singapore. Small estimates that the average salary increase last year would have been about 10–15%, al-beit with a great deal of fl uctuation from fi rm to fi rm.

Small said there is an overlap between a senior associate salary and salaried partners in some fi rms, although not in Magic Circle or US fi rms. However, he said this can be explained by historical and local factors. “In a lot of fi rms you’ll see quite a conservative level of partner-ship, with senior associates who have been there up to 15 years but are unable to make partner. It’s a particular issue for New York law fi rms, who make very few partners outside of New York.”

The result, said Small, is senior associ-ates being paid at the very top end of the scale. “I’ve even seen some instances of senior associates taking a pay cut when they attain partnership.”

Small also attributes the smaller gap between senior associate and salaried partner to the opportunities on offer in Singapore. “Compared to the Hong Kong market, there are less opportunities for frustrated senior associates to go else-where. Singapore is a growing market with some opportunities to go in-house, but not necessarily at the same salary levels to which international lawyers would be accustomed.”

Future trendsThere are mixed signals for salary trends in the future. A report by recruitment fi rm Michael Page predicts more of the same, with private practice salaries in Hong Kong to rise between 7–11% over the year in top-tier fi rms, with rises of up to 20% for in-demand skill sets. The report also forecast that in-house salaries would also be on the move, with 8–15% rises over the next 12 months.

However, Pang is more cautious inher predictions. “Law fi rm business is driven mainly by fi nancial activity. My prediction is that salaries over the next year will stabilise somewhat because of the uncertainty created by the US sub-prime crisis. A lot of people are wait-ing to see what the real picture will be,”she said.

A lot of fi rms are echoing this cautious approach, although no-one can afford to fall out of step with salary trends just yet. “Our pipeline [of work] is still pretty good,” said Ferrier. “We’re not changing tack yet, but we’re certainly keeping a close eye on the situation.” ALB

INTERNATIONAL FIRMS: SALARY INDICATIONS HONG KONG SINGAPORE SHANGHAI

newly qualifi ed HK$660k–870k n/a RMB700k–900k

1 year PQE HK$720k–940k n/a RMB720k–1.25m

2 year PQE HK$780k–1m S$80k–170k RMB750k–1.35m

3 year PQE HK$860k–1.15m S$90k–190k RMB800k–1.4m

4 year PQE HK$900k–1.3m S$130k–230k RMB900k–1.5m

5 year PQE HK$960k–1.4m S$140k–254k RMB1m–1.6m

6 year PQE HK$1m–1.6m S$150k–290k RMB1m–2m

7 year PQE HK$1.2m–1.8m S$162k–300k+ RMB1.2m–2.2m

8 year PQE HK$1.2m–1.8m S$174k–360k+ RMB1.2m–2.2m

Source: Hudson

和新加坡工作的企业法律顾问。虽然以前人们常常认为企业法律顾问的薪水不

如律师事务所的律师，然而，转职担任企业顾问的律师未必会面临收入降低的问题。“越来越多的公司能够为内部法律顾问提供与律所相当的薪水，” Pang表示，“因为在企业内部工作既能够平衡工作与生活，又能摆脱大型律所对业务量要求所造成的压力，因此内部顾问一职对律师始终具有吸引力。”赚得大笔年终奖金的机会也是一大因素。Pang表示，“对于担任投资银行内部顾问的律师而言，奖金往往超过了基本工资的差额。”

弥合差距在澳大利亚，对高级律师的需求之大已使得高级

律师与初级合伙人之间的薪酬差距日渐缩小。但香港尚未出现这种趋势。

一位香港业界人士表示，“高级律师与初级合伙人之间的薪水差距还未真正实现大幅缩小。这便是高级律师转而担任企业内部顾问的原因之一，因为公司和银行可以利用这一差距吸引人才。”该人士指出，对于何时成为、及是否确实能够成为合伙人的前景不明朗，也是高级律师离开律所，担任企业顾问的推动因素。Florence Pang对此表示同意，“的确，差距并未显著缩小。” Pang说道，拥有需求殷切的专长的律师并非一定是高级律师，而是拥有3至5年经验的合格律师。“这一水平的律师在技术上相对成熟，期望的薪水也更容易把握。”

未来趋势未来的薪水趋势可谓喜忧掺半。招聘公司Michael

Page报告中预测的趋势与此相同，对于在香港一流律所执业的律师而言，今年薪水将增加7%至11%，拥有所需专长的人士可实现20%的增长。该报告另预计，企业内部顾问的薪水也呈上涨趋势，将在未来12个月间上升8%至15%。

然而，Florence Pang对预测持更为审慎的态度。“律所的业绩主要靠其融资业务驱动。我预计，由于美国次贷危机产生的不确定性，下一年的薪水将在一定程度上保持稳定。大家都在静观形势发展，看未来的真实情况为何。”

多家律所对这一审慎预测表示赞同，但目前还无人敢于逆薪水上升趋势而行。Susan Ferrier表示，“我们的工作模式仍运行良好，尚未做出任何变化，但我们肯定会密切关注情势的发展。”

随‘薪情’而动随‘薪情’而动

18

NEWS >> ISSUE 5.4

SINGAPORE UPDATE

巫美清

陳姝

新交所拟确定反向收新交所拟确定反向收购最低股价标准购最低股价标准

巫美清企業融資部资深律師Ph: (65) 6322-2228

Fax: (65) 6534-0833

E-mail: [email protected]

陳姝企業融資部法律專員Ph: (65) 6322-2230

Fax: (65) 6534-0833

E-mail: [email protected]

俊昭法律事務所88 Amoy Street, Level Three

Singapore 069907

2008年2月1日，新加坡证券交易所（“新交所”）宣布其将审查并考虑修订新加坡上市手册中（“上市手册”）的部分条例，其中包括设定反向收购中最低股票价格的标准，即新币0.2元。

反向收购的定义见于上市手册第1015（1）款和第1006（d）款，概而言之，包括以下两种情况：1）发行人为资产并购（无论此项并购是否视为发行人的例常商业交易）的对价发行的股票数量占已经发行股票数量的100％或以上，或2）将因此导致发行人的控股权发生改变的交易。因反向收购事实上被认定为间接上市的一种简便途径，因此新交所早已开始将其纳入与IPO同等的管理标准，例如：现行的上市手册在第1015（3）（a）款中已经规定，反向并购之后，在新交所主板上市的发行人之公司规模必须符合上市手册第221条和第222条的规定，即需满足一般公司IPO的门槛条件。

因2007年度反向收购的案例与日剧增，新交所也开始重点关注相关的进展，并且开始审核并考虑适当修改上市条例，试图将对反向收购的规范标准与IPO的标准相平衡。而且，现今适用于首次公开发行的股价不得低于新币0.2元的标准将有可能被适用于反向收购，即上市公司用于支付对价的而发行的新股价格不得低于新币0.2元。

新交所表示设定最低股价标准的目的主要是为了避免下列风险因素：

低价发行而造成的过度不稳定性●

低价股票易受市场不稳定之影响且易被市场操控●

投资者可能不关心发行人的实质，而是关注股票价格的支付能力；和●

低价股被认定劣质股●

新交所认为最低发行价——新币0.2元的标准有利于促进上市公司股权结构的合理性并优化公司治理质量，从而增强市场的公平和有效性，同时向投资者和公众股东保证上市公司的质量。一旦时机成熟，新交所将会启动相应的程序，包括向公众咨询修改意见等，以确定最终的方案。

奥运法律服务机动小组在京成立奥运法律服务机动小组在京成立在距北京2008年奥运会开幕式不到150天之际，北京25名知名律师受聘组

成了一支机动法律服务小组，以行动支持这一全球盛会。该小组将在奥运会期间就紧急突发事件向各政府机构提供特别顾问服务。

BEIJINGZhonglun W & D merges with Li HeZhonglun W & D, one of ALB China’s Fast 10 fi rms in 2007,

is likely to continue its expansion rate throughout 2008. The fi rm has expanded its business spectrum as well as its size by merging with Beijing local fi rm Li He. Prior to the merger, Li He had 12 qualifi ed lawyers and was headed by managing partner Chen Wen. The entire Li He team will be integrated into Zhonglun W & D’s Beijing offi ce, and the new fi rm’s name will remain Zhonglun W & D.

Zhonglun W & D is highly regarded in the areas of corporate, fi nance and real estate, while Li He practices are mainly focused on infrastructure, fi nance, and energy & resources. The merger serves Zhonglun W & D’s development strategy to be a large full-service national fi rm with specialised practice groups. ALB

BEIJING Lawyers form special legal team for Beijing Olympics

With less than 150 days until the open-

ing ceremony of the Bei-jing 2008 Olympic Games, 25 permanent lawyers in Beijing have formed a mo-bile legal service team to support the games. The team will serve as special counsels to various gov-ernment bodies for urgent legal matters during the international games.

Many among the 25 law-yers are heads of vari-ous practice groups of the Beijing Bar Association, specialising in practice ar-eas such as civil law, crim-inal law, administration law, contract law and IP law. Some are fluent in English, German, Korean and Japanese.

Vice president of the Beijing Bar Association, Gong Sha, was appointed as the head of the team, while Zhang Xuebing, manag-ing partner of Zhonglun, was appointed the co-head.

During the games, all members of the team must give priority to Olympics-related matters and are not allowed to leave Beijing at any time. ALB

19


中伦文德与理和合并中伦文德与理和合并在2007年被ALB评为“中国成长最快事务所”

之一的中伦文德，有望于2008年继续保持快速发展的势头。该所近日与北京理和成功合并，扩大了业务范围和经营规模。合并前，理和拥有12名合资格律师，由首席合伙人赵宏瑞律师领导。理和的团队将整体并入中伦文德北京总部，合并后，事务所仍沿用“中伦文德”品牌。

中伦文德在公司、金融和房地产领域享有盛誉，而理和的专长则在于基础设施、金融以及能源业务。中伦文德的战略是发展成为以多个专业团队为基础提供全方位法律服务的大型专业律师事务所，与理和的合并正切合这一战略目标。

INTERNATIONAL TAX UPDATE

The Chancellor of the Exchequer Alistair Darling made his fi rst Budget speech on 12th March 2008, which included many predicted changes to the rules on UK tax residence, and, more extensively, on the taxation of non UK

domiciled individuals who are not ordinarily resident in the UK.

NON UK RESIDENCEDay Counting Rule - Currently days of arrival and departure from the UK are not counted towards the number of days a person spends in the UK to determine UK tax residency. The Government had proposed to change this so that days of departure and arrival both count. In the end they compromised and decided that, from 6th April 2008, any day an individual spends in the UK at midnight will be counted.

NON UK DOMICILEThe Remittance Basis - Non UK domiciled individuals living in the UK have been treated very generously in the past such that their worldwide (non UK) income and gains would only be taxed when remitted to the UK. From 6th April 2008, this has changed as follows:(a) Individuals can choose each year whether they wish to use to

the remittance basis.(b) Anyone choosing the remittance basis will no longer be eligible

to claim personal allowances (of £5,435 for 2008/09) or the annual exemption for capital gains (£9,600 for 2008/09).

(c) There is an annual charge of £30,000 for remittance basis users who have been resident in the UK for more than 7 out of the last 10 years. This charge will be creditable against foreign taxes and the Government have exempted children from being required to pay the charge. However, the payment of the £30,000 charge from offshore income or gains will itself be a remittance to the UK, and thus taxable unless directly paid to HM Revenue & Customs.

(d) Those with small offshore income and gains (less than £2,000 per year) will be exempt from the above changes.

Closing Remittance LoopholesThe Government has closed various loopholes previously exploited by remittance base taxpayers, such as:

The “ceased source” loophole. Previously if the source of income • ceased and the income subsequently remitted to the UK in later years, there was no tax. Now the income will be taxed.Previously income or gains made and converted to an asset that • was then imported to the UK was not taxed until the asset was sold. In future, such imports will be taxed. But there is exemption for all assets owned at 11th March 2008, and also a minor exemption for assets that are personal effects costing less than £1,000 each (clothes, jewellery, watches, etc).Previously if overseas income and gains were “alienated” – • transferred offshore to another person – and then remitted to the UK, this would avoid tax. In future, these will be taxed on remittance to the UK if the funds had been “alienated” to a close family relative.

Debbie Annells, Managing Director,AzureTax Ltd, Chartered Tax Advisers Suite 4708, The Center, 99 Queen’s Road, Central, Hong Kongwww.azuretax.com, a member of AzureTax Group(Tel) +852 2123 9339 (direct line), (Main Line) +852 2123 9370,(Fax) +852 2122 9209Registered with the Chartered Institute of Taxation for purposes of anti money laundering legislation.

Residence and DomicileThe 2008 UK Budget Changes

Debbie Annells

Chen Wen, Zhonglun W & D

奥运法律服务机动小组名单组　长　巩　沙　北京市律师协会副会长副组长　张学兵　北京市律师协会理事、北京市律师协会业务指导委员会主任（英语特长）联络员　刘　军　北京市律师协会副秘书长

组　员　（组员排名不分先后）蒋京川　江川民法专业委员会主任钱列阳　大成刑事诉讼法专业委员会主任杨晓虹　潮阳刑法专业委员会主任吕立秋　观韬行政法专业委员会主任李京生　隆安奥运与文体法律事务专业委员会主任（英语特长）邱宝昌　汇佳消费者权益法律事务专业委员会主任刘守豹　普华合同法专业委员会主任任丽颖　融商传媒与新闻法律事务专业委员会主任张金澎　卓代汽车与交通法律事务专业委员会主任李德成　金诚同达信息网络与电子商务法律事务专业委员会主任王建平　德恒劳动与社会保障法律事务专业委员会主任郝惠珍　盈科婚姻与家庭法律事务专业委员会主任李　菡　万思恒产品质量与侵权损害法律事务专业委员会主任（英语特长）蔡耀忠　赛德天勤物权法专业委员会主任（英语特长）马　翔　天驰商标法专业委员会主任王卫东　国浩外事委员会委员、建筑工程与基础设施法律事务专业委员会主任（英语特长）阎建国　信利北京市律师协会理事、农村法律事务专业委员会主任常　建　众一环境与动物保护法律事务专业委员会主任（英语特长）魏大忠　中伦文德刑法专业委员会委员、北京市“08一办”法律顾问白　涛　君合北京市律师协会理事、外事委员会主任（英语特长）杜宝成　融商外事委员会委员、国际投资法律事务专业委员会副主任（德语特长）姜山赫　铭泰外事委员会委员、并购与重组法律事务专业委员会副主任（韩语特长）赵　维　明诚外事委员会委员（日语特长）

这25名律师均是北京市律师协会各专业委员会的主任和骨干律师，是精通民法、刑法、行政法、合同法和知识产权法等方面的专家。部分律师能说流利的英语、德语、韩语或日语。

北京市律师协会副会长巩沙被委任为小组负责人，中伦金通的管理合伙人张学兵被委任为副组长。在奥运会期间，小组所有成员均须优先处理奥运相关事宜，且不得离开北京。

20

NEWS >> ISSUE 5.4

INTELLECTUAL PROPERTY UPDATE

IP Focus: Mascots & Shanghai Style

Lynn Pan gave one of the opening talks at the Shanghai Literary Festival this year, an illustrated speech detailing Shanghai’s grand attempt to integrate Chinese design with modern graphic art during the 1920s and 30s. The city’s

early ambition and outward facing attitudes allowed its artists to blend cultural infl uences from China, Europe, the Americas and Japan into multiple visions of what Ms Pan calls “Shanghai Style”

The legacy of that style sense was challenged during mascot selection for the 2010 World Expo. The winner, called Hai Bao, cuts a simple profi le and sports a Tintin-esque tuft of hair on its head. Ignoring critics who claim it looks like a condom, the selection jury stated that Hai Bao personifi ed the character ‘人‘ren’ and the colour blue, as Shanghai is a coastal city. Yes, it’s cute, and yes, it sings. It’s not ‘Shanghai chic’ that is on display here, just ‘style’. But compared to the 2008 Olympic Fu Wa, who recently have permeated the airwaves and – in sickly sweet tones on late-night TV – admonished Chinese viewers to pick up their trash, speak quietly and line up politely, the Hai Bao is a modern construction. The mascot’s clean lines and confi dent stance represent a strong sense of optimism about Shanghai’s future.

For IP, mascots also bring good fortune. China is – through events like the Expo and the Olympics – realizing that mascots and symbols must be carefully protected.

Administrative offi cials have been ordered to clean up Olympic mascot counterfeits and unauthorized products on the market without waiting for the rights owner to request action. The message has gone out and all sellers in the markets know that unauthorized goods are forbidden. Even service applications are being checked: China’s tourism industry was warned against the illegal use of event logos and slogans.

As one of the top venues for civil litigation in China, Shanghai already has a good reputation in IP matters. Judges in the city’s courts hand down sophisticated and nuanced decisions that have rights owners cheering. And while counterfeits are still available, there tends to be less than in other areas of China, and offi cials tend to quickly resolve issues that are brought to them. Enforcement at trade fairs appears to be the big exception to this, but even in this area it is expected that Shanghai will toughen its standards soon. City offi cials have created a dialogue with rights owners that other areas should envy. Uncooperative attitudes in inland IP black holes and soaring market counterfeit rates have rights owners hoping that other provinces will develop their own sense of ‘Shanghai style’.

Diana MatthiasRouse & Co. InternationalSuite 2601, Central Plaza227 Huang Pi Road (North)Shanghai 200003Chinatel: +86 21 6375 8811 fax: +86 21 6375 [email protected]

Diana Matthias

Yan Xizhong, Zuo Quan

First tax boutique opens

SHANGHAI

Miller Canfi eld looks to expand into ChinaUS-based law fi rm Miller Canfi eld has

followed up its previous expansions into Canada and Eastern Europe with the an-nouncement that it has fi led an application with the Ministry of Justice, requesting ap-proval to open a new representative offi ce in Shanghai.

The fi rm, which with over 350 lawyers is one of Michigan’s largest, envisages that the Shanghai offi ce would serve North American and European clients in a number of sec-tors including life sciences, automotive and non-auto manufacturing; and would expand the fi rm’s services in IP, environmental law, and corporate and securities including cross-border mergers, acquisitions, joint ventures and foreign direct investment.

Miller Canfi eld principal Thomas Appleman will lead the new offi ce. Appleman, who has 27 years’ experience in corporate and securities law, will be joined by life sciences attorney Weisun Rao, who specialises in patent law and IP transactions, and is a

SHANGHAI

The fi nancial hub of China has seen the estab-lishment of the country’s fi rst tax boutique

law fi rm – Shanghai Zuo Quan. The fi rm was founded by tax specialists Yan Xizhong, Lu Guoyang, Song Haijia and Zhong Feiying in August last year.

Yan Xizhong, the former managing partner of Shanghai fi rm Co-effort, and Lu Guoyang, the former head of the fi nance and taxation depart-ment at Co-effort, have brought the entire team

首家税务专业所在上海开业首家税务专业所在上海开业财税专家严锡忠、卢国阳、宋海佳和钟斐颖于去年8月在全国的金融

中心上海成立了中国首家专注于税务法律服务的律师事务所——上海左券。

上海市协力律师事务所的原执行合伙人严锡忠与协力财税部的原负责人卢国阳带领原协力财税部的整个团队离开协力同时组建左券。宋海佳和钟

Miller Canfi eld 欲进军中国市场Miller Canfi eld 欲进军中国市场在成功进入加拿大和东欧市场后，美国律师事务所Miller Canfi eld宣布，

已就开设上海代表处向司法部提出申请。该所拥有超过350名律师，是密歇根最大的律师事务所之一。该所计划由

上海办事处向北美和欧洲客户提供法律服务，领域包括生命科学、汽车和非机动车制造，并将组将扩展至知识产权、环境法、公司和证券业务，包括跨境并购、设立合资企业和外商直接投资等。

21


SHANGHAI UPDATE

Legal Analysis of Issues in Relation to the Management of

Designated Accounts

On 29 November 2007, the CSRC promulgated the Experimental Measures on the Management of Designated Client Assets by Fund Management Companies (“Experimental Measures”) and the Notice

on the Implementation of the Experimental Measures, which stipulate that, from 1 January 2008, fund managers can conduct their asset management business for designated clients on a one-to-one basis, namely, the business of Wealth Management of Designated Accounts. The Wealth Management of Designated Accounts means activities of fund managers to raise capital for, or appointed as asset managers by specifi c clients. The Experimental Measures fail to provide for the legal modes for the Wealth Management of Designated Accounts. In our opinion, Wealth Management of Designated Accounts by fund managers may adopt following models:

“Co-trustee” mode - both the asset manager and custodian • act as trustees of the asset entrusting party under the legal relationship of trust. It is generally accepted that such a mode is adopted in the securities investment funds. Under this mode, the ownership of the entrusted property, namely whether the entrusted property is owned by the asset manager or custodian, may be unclear. “Trust Plus Entrustment” mode - the asset manager acts • as the trustee of the asset entrusting party under the legal relationship of trust and the assets custodian acts as the entrusted party, i.e. as a custodian, of the asset manager under the legal relationship of entrustment. The asset manager shall use the entrusted property to make securities investments in its own name for the benefi t of the asset entrusting party, and entrust the asset custodian with the custody service regarding the entrusted property. The “Trust Plus Entrustment” mode solves the problem of ambiguousness of the ownership of the entrusted property under the “Co-trustee” mode.“Bi-entrustment” mode. Under such mode, the asset • manager and asset custodian both act as the entrusted parties of the asset entrusting party under the legal relationship of entrustment. The asset manager conducts securities investment activities through the account of the asset entrusting party, who opens the capital account in its own name with the asset custodian and entrusts the asset custodian with the custody service regarding the entrusted property.

AAndrew Fu

Llinks Law Offi ces

Tel:(86 21) 6881 8100

Fax:(86 21) 6881 6880

Email:[email protected]

www.llinkslaw.com Andrew Fu

its doors in Shanghaiof the F & T department from Co-effort to Zuo Quan. Song Haijia and Zhong Feiying were previously partners with Shanghai Hua Xia & Partners.

Currently, there are four partners and a number of associates at Zuo Quan. Most of them are dual-qualifi ed as lawyer and cer-tifi ed public accountant (CPA). With their combined knowledge and skills in both fi nance and law, the fi rm provides ‘one-stop’ tax legal services in investment, M&A, restructuring and liquidation, tax planning and corporation fi nancing. The fi rm is looking to add tax expertise through lateral hires. ALB

斐颖则是上海正义华夏的原合伙人。目前，左券拥有四名合伙人和多名律师，大部分人拥有律师和注册会计

师 (CPA) 双重资格，集财务和法律技能于一身。因此，事务所可提供有关投资、并购、重组与清算、税务规划和企业融资等方面的一站式服务。该所期望通过横向招募，为事务所继续扩充财税专家阵营。

Chinese national, fl uent in Mandarin and English.“Shanghai is China’s technology hub and its largest com-

mercial, fi nancial, industrial and communications centre,” said Michael Hartmann, CEO of Miller Canfi eld. “Opening an offi ce in China is a natural expansion of our international practice and for our growing work in the Asian Pacifi c rim.”

If approved, Miller Canfi eld expects to open the offi ce in the fourth quarter of 2008. ALB

Miller Canfi eld 的负责人Thomas Appleman将统领新代表处的工作，他拥有27年的公司和证券法经验。代表处另一名员工是中国籍律师Rao Weisun，他的专业特色主要集中在生命科学，专利法和知识产权交易方面。

“上海是中国的技术中心和中国最大的商业、金融、工业和运输中心，” Miller Canfi eld 的首席执行官Michael Hartmann 表示，“在中国开设办事处是本所国际业务扩展需求以及环亚太区业务量增加的必然结果。”

如获批准，Miller Canfi eld的新办事处预计将于2008年第四季度开业运营。

22

NEWS >> ISSUE 5.4

CHINA UPDATE

Reforms in the PRC Labor Dispute Mediation and

Arbitration Law

The new Labor Dispute Mediation and Arbitration Law of the PRC will take effect as of May 1, 2008 (“New Law”). The New Law streamlines the existing labor dispute regime and aims to lower costs and resolve labor disputes “fairly

and timely”. Major highlights are as follows:1. Initiating mediation and arbitration of labor disputes will be

free of charge.2. The New Law provides for mandatory mediation prior to an

arbitral award is given; and arbitration may be by-passed if the labor dispute concerns arrears in salaries, recovery of medical expenses for work-related injuries, severance payments or penalties under a mediation settlement agreement so that employees may apply to a court directly for payment orders if mediation has failed.

3. Employee’s grounds of appeal to labor arbitral awards are expanded. Employees may now appeal to a court for any adverse arbitral decision for disputes relating to non-payment of salaries, medical expenses for work-related injuries, severance and penalties regarding a disputed amount not exceeding 12-months of local minimum monthly wages, working hours, leave entitlement and social insurance contributions, in contrast with the limited circumstances under the Arbitration Law of the PRC that an employee may have recourse to.

4. Employers are placed with a greater evidential burden. Generally, the burden of proof rests on the asserting party; however, under the New Law, the arbitration tribunal has the power to order an employer to produce evidence in its control, and the employer shall bear the “unfavorable consequences” if it fails to do so.

5. Time limit to apply for arbitration is extended from 60 days to one year from the date when the party knows or should have known that his rights have been infringed. An exception to this rule is for disputes over arrears in remuneration, in which case the limitation period does not run until the relevant employment contract has been expired or terminated.

6. The time to settle labor disputes is signifi cantly shortened. Previously, a labor arbitration case must be concluded within 60 days from the date on which the case was fi led (and a possible extension to 90 days in exceptional cases). Under the New Law, an arbitration case should be concluded within 45 days from the date of the commission’s acceptance of the case, with a possible extension up to 15 days for complicated cases.

Written by: Jeanette Chan, partnerOlivia Wong, Hong Kong solicitorPaul, Weiss, Rifkind, Wharton & GarrisonFor more information please contact:Paul, Weiss Rifkind, Wharton & Garrison Unit 3601, Fortune Plaza Offi ce Tower ANo. 7 Dong Sanhuan ZhongluChao Yang District, Beijing 100020PRCJeanette K. Chan, partner Email: [email protected] Ph: (8621) 5828-6300 or (852) 2536-9933©2008 Paul, Weiss, Rifkind, Wharton & Garrison LLP

Jeanette K Chan

SHANGHAICuatrecasas gears up for Shanghai opening

Cuatrecasas 开设上海代表处Cuatrecasas 开设上海代表处西班牙律师事务所 Cuatrecasas 已申请在上海设立首家代表处。该所预

计，司法部将在7月授予许可，计划上海代表处将在年底开始运营。Cuatrecasas 总裁Emilio Cuatrecasas 表示，“进驻中国的西班牙公司逐

年增多，我们希望在中国为客户提供贴身服务。” 获批准后，Cuatrecasas 将成为继 Garrigues 和 Herrero-Advocats

International之后第三家在上海设立代表处的西班牙律师事务所。

法国 UGGC，通过合并实现壮大法国 UGGC，通过合并实现壮大继JSM/Mayer Brown在今年早些时候进行合并之后，法国独立事务所

UGGC & Associés也实现了自身的扩张。该所已同其法国竞争对手Adamas达成协议，原Adamas Asia的团队将加入UGGC & Associés。

在此协议生效后， U G G C 麾下蒋新增五名合伙人 – – F r a n c k Desevedavy、Olivier Dubuis、Olivier Lefébure、Alina Quach 和 Arnaud Depierrefeu 。

Franck Desevedavy和Alina Quach将加盟该所的北京团队，而Olivier Dubuis和Arnaud Depierrefeu将驻职上海，Franck Desevedavy另兼负责台湾办事处的工作，Olivier Lefébure则负责该所位于巴黎的“亚洲部”。

REGIONFrench UGGC expands

UGGC & ASSOCIÉS – FIRM SNAPSHOT • Paris-based full service business law fi rm• 150 lawyers• 33 partners

• 6 foreign offi ces (in Brussels, Casablanca, Beijing, Shanghai, Guangzhou and Taipei)• 45% of transactions are international

Independent French fi rm UGGC & Associés has reached an agreement with French rival Adamas whereby the partners

formerly of Adamas Asia will join UGGC & Associés.UGGC has thereby added fi ve new partners to its ranks –

Franck Desevedavy, Olivier Dubuis, Olivier Lefébure, Alina Quach and Arnaud Depierrefeu.

Desevedavy and Quach will join the fi rm’s Beijing team while Dubuis and Depierrefeu will be based in Shanghai. Desevedavy is also in charge of the Taiwan offi ce.

Lefébure is the partner in charge of the fi rm’s Asia Desk in Paris. ALB

Leading Spanish fi rm Cuatrecasas has taken a step towards opening its fi rst offi ce in China, applying for a licence to open

a representative offi ce in Shanghai.The fi rm expects the Ministry of Justice to award the licence

in July and plans to launch its offi ce in Shanghai by the end of the year.

“Each year there’s more investment from Spanish companies into China. We want to accompany our clients there,” said Emilio Cuatrecasas, the chairman of Cuatrecasas.

Once approved, Cuatrecasas will be the third Spanish law fi rm with a Shanghai representative offi ce, after Garrigues and Herrero-Advocats International. ALB

23


REGULATORY UPDATE

China’s Foreign Trade Agency System:

Commission or Brokerage?

In the course of drawing the Contract Law, actually, there was once a chapter called “Foreign Trade Brokerage” in the draft made by experts and scholars, which was fi nally deleted due to their inconsistent recognition. However, they kept a special

chapter called “Contract for Brokerage” in the Contract Law, under which, “a brokerage contract refers to a contract whereby the broker is, in his/her own name, engaged in trade activities for the benefi t of the principal, and the principal pays the remuneration” (Article 412) and “where a contract is concluded between a broker and a third party, the broker shall directly have the rights and assume obligations under the contract” (Article 421).

In this respect, the Explanation and Application of Contract Law, which is chiefl y edited by Li Guoguang, vice-Presidents of the Supreme People's Court, and written by economic court of the Supreme People's Court, provides that foreign trade agency contracts under the Provisional Rules are essentially brokerage contracts. Opinions by Beijing Municipal Higher People's Court on Several Issues Concerning the Application of Deciding the Validity of Arbitration Agreement and Application for Setting Aside Arbitration Award, which was issued on December 13, 1999, has clarifi ed that “foreign trade agency system, as a specifi c legal system in China’s foreign trade activities, does not belong to the agency system prescribed in the General Principle of Civil Law. The arbitration clause concluded by the agent in his/her own name has no binding force to the principal (exclusive of in the commission contract under the Contract Law)”

Therefore, we think that China’s foreign trade agency contracts are actually brokerage contracts and can not apply to Article 402 of Contract Law to directly bind the unnamed principal. However, given that there are still confl icts on the understanding of this rule, it is advised that parties of such transaction, in particular foreign businessmen, shall have to pay particular attention to above confl icts when signing such import and export contract and as far as possible make necessary arrangement and expression in the contract. After all, Article 402 of Contract Law does not reject the otherwise agreement made between the parties.

David YangTahota Law FirmSenior Partner, Vice Director Unit A, 27th fl oor, World Trade CenterNo.117 Gulou Nan Road, Chengdu, P.R.ChinaTel: 86-28-86759432 E-mail:[email protected]

David Yang

Jeffrey Blount, Fulbright

Fulbright 扩大亚洲阵营Fulbright 扩大亚洲阵营Fulbright & Jaworski 的北京和香港办事处近日新增五名律师。加盟

Fulbright北京代表处的法律顾问He Yuping来自一家中国大型国有石油企业， Joanne Du 律师来自另一家著名的国际律师事务所，法律顾问Lori Ji 则从Fulbright的香港办公室调职至北京代表处开展工作。

此外，合伙人Steve Vogel从Fulbright伦敦办事处调职至香港。高级律师Ben Smith从伦敦一家著名国际事务所转投Fulbright香港办事处，法律顾问Alexandra Freeman也来自国际律所。

Fulbright在亚洲的发展提升了该所在全球运营项目的能力。近几个月来，Fulbright还增加了在中东和英国的代表处。

Jeff rey Blount是Fulbright香港和北京办事处的负责人兼该所国际业务的联席负责人，他表示“随着中国企业在全球的扩展，中国将继续是本所客户的重要市场。我们在亚洲设立办事处对客户而言至关重要，我们将秉承提供跨境服务的悠久传统，充分发挥本所优势。”

REGIONFulbright expands Asian presence

Fulbright & Jaworski has added fi ve new law-yers to its Beijing and Hong Kong operations.

Legal consultant He Yuping joins Fulbright’s Beijing location from a large national oil company in China and associate Joanne Du has joined from another major international law fi rm. Meanwhile, legal consultant Lori Ji has relocated from Fulbright’s Hong Kong location to round out the new additions in Beijing.

Additionally, partner Steve Vogel has relocated to Hong Kong from Fulbright’s London location. Senior associate Ben Smith joins the fi rm in Hong Kong from a major international fi rm in London and counsel Alexandra Freeman has also joined from an international fi rm.

Fulbright’s growth in Asia continues the expansion of the fi rm’s global energy and projects practice. In recent months, Fulbright has also expanded its locations in the Middle East and the UK.

“China continues to be a dynamic and important market for our clients as their global businesses expand,” said Jeffrey Blount, the head of Fulbright’s Hong Kong and Beijing locations and co-head of the fi rm’s international practice. “Our presence in Asia is key for our clients, as we continue our long history of cross-border work and to continue building on our strengths.” ALB

24

NEWS >> ISSUE 5.4

various Zhonglun

Zhonglun consolidates partnership As the marketplace for legal services matures and competition for senior lawyers who control a book of business increases, law fi rms, especially large fi rms, need to offer fl exibility in partnership and more choices on the income progression ladder to productive partners.

Zhonglun is one of a few fi rms that has been able to evolve into a multiple-tier partnership structure. All levels of the fi rm’s partnership have been expanded and consolidated with a large number of internal promotions and lateral hires.

Six lateral hires have been made in order to increase the number of its second-tier partners. These new partners joined Zhonglun from domestic and international fi rms in Beijing, Shanghai and Shenzhen (see lateral hire table).

Six of the fi rm’s second-tier partners have been promoted to fi rst-tier partners, including Wang Fei and Lu Hongda in Beijing,

APPOINTMENTS

LATERAL HIRESName Leaving Joining Location Position Practice

Howard Zhang

O’Melveny & Myers

Davis Polk & Wardwell

Beijing Partner M&A, private equity

Wang Jun Zhengtai Gaopeng & Partners

Beijing Partner Banking & fi nance, M&A

Yi Jian Zhanda Gaopeng & Partners

Beijing Partner Real estate, corporate

Zhang Yan Capitallaw & Partners

HaoLiWen Shanghai Partner WTO, IP, litigation

Qiao Bo Yao Liang J & F Shanghai Partner Corporate, M&A, labour law

Liu Honghuan

Zhonglun Jun He Beijing Partner Litigation and arbitration

Fei Ning Haiwen & Partners

Jun He Shanghai Partner Litigation and arbitration, FDI, M&A

Huang Song Haiwen & Partners

Jun He Shanghai Partner M&A, VC

Neil Campbell

Paul Hastings

O’Melveny & Myers

Hong Kong

Partner Investment funds, securitisation

Cheng Jun Kun Lun Zhonglun Beijing Partner Foreign investment, corporate

Chen Jihong Zhonglun W & D

Zhonglun Beijing Partner IP/IT

Ge Yongbin Zhenghan Zhonglun Shanghai Partner Banking & fi nance

Gong Lefan Jones Day Zhonglun Shanghai Partner M&A, private equity

Wang Enshun

King & Wood

Zhonglun Shanghai Partner Securities

The US report

Chen Jihong

Bear Stearn buyout sparks recruitment frenzyA ‘feeding frenzy’ of headhunters and law fi rm hopefuls has been triggered by the collapse and sale of major US investment bank Bear Stearn to JPMorgan Chase.

JPMorgan Chase is expected to lay off a signifi cant number of the bank’s 100-plus lawyers from its 475-strong legal and compliance group, which has the legal scene plotting.

Weil Gotshal & Manges got in early and recruited Bear Stearns’ chief operating offi cer for legal and compliance, David Strumeyer, as its new global executive director in March.

Fried Frank reveals rising revenue fi guresFried Frank Harris Shriver & Jacobson has announced its fi nancial results for 2007/08. The US fi rm revealed that its gross revenue was up by 14% to US$537.4m, its net profi t increased by 10.3% to US$227.3m, and its average profi t per equity partner (PEP) rose by 5% to US$1.6m.

Kirsch to take over from ChaffetzClifford Chance New York partner Mark Kirsch is set to succeed Peter Chaffetz as the fi rm’s new litigation and dispute resolution head. Kirsch, who has headed the fi rm’s US litigation practice for the past four years, will serve a four-year term and take on the global role in May. He stood uncontested.

Top US fi rms fl ourish in the face of market meltdown2007 was the strongest on record for the majority of US fi rms.The top 50 US fi rms had a profi table year despite market upheaval last summer, with an impressive total of US$46.8bn in revenue for 2007 – an increase of more than 16% on their 2006 total. The average PEP at the leading group of US fi rms showed smaller – although still signifi cant – growth.

White & Case bankruptcy team on the money US fi rm White & Case secured the top spot for advisory roles on bankruptcies during 2007 with 691 matters. They beat closest rival Duane Morris (which had roles on 261 matters) by almost three-fold. Latham & Watkins, Weil Gotshal & Manges and Winston & Strawn fi lled out the top fi ve spots respectively.

ROUNDUP

■ High-profi le banking partner Jonathan Nabarro bid goodbye to Weil Gotshal & Manges in late March.

■ Skadden Arps Slate Meagher & Flom is set to open an offi ce in São Paulo, Brazil, to be headed up by M&A/corporate partner Jonathan Bisgaier.

■ Virginia-based, 750-lawyer fi rm McGuireWoods will join forces with North Carolina’s Helms Mullis Wicker to form a 900-lawyer, 17-city fi rm.

■ Bryan Cave opened a new offi ce in San Francisco in March; it will be headed by litigation partner Lynn McCreary.

PROMOTIONSName Firm Offi ce Practice

Colin Liu CMS Hasche Sigle Shanghai FDI, anti-trust, arbitration, IP

Richard Kim Allen & Overy Shanghai Corporate

Ji Zou Allen & Overy Shanghai Corporate

Roger Lui Allen & Overy Hong Kong Banking

William Woo

Allen & Overy Hong Kong Corporate

Karen Ip Herbert Smith Beijing Corporate

Carolyn Sng Herbert Smith Hong Kong Corporate

25


Kong Wei and Zhang Hua in Shanghai, and Su Ming and Zhuang Jiazi in Shenzhen.

In addition, six fi xed-income partners have been admitted to the second-tier partnership, while fi ve senior associates have been appointed to fi xed-income partners.

中伦金通巩固合伙人架构中伦金通巩固合伙人架构随着法律服务市场日渐成熟，律所对业务发展举足轻重的高级律人才的需求与

日俱增。事务所需使合伙关系更具灵活性，并为贡献卓著的年轻律师提供更多职业发展途径，对于大型律师事务所而言，尤为如此。

已经发展了多级合伙人架构的国内律师事务所为数不多，中伦金通便是其中之一。通过内部晋升和横向招募广纳贤才的机制使得该所各层面的合伙关系均得以扩大和巩固。

自年初以来，该所已通过六次横向招募增加了二级合伙人的数量，这些新加盟者均来自北京、上海和深圳的国内外事务所（参见下表）。

六名原二级合伙人已晋升为一级合伙人，包括北京的王飞和陆宏达、上海的孔伟和张华以及深圳的苏敏和庄家紫。此外，有六名授薪合伙人被提升为二级合伙人，同时五位高级律师受聘为授薪合伙人。

Yao Liang J & F

J & F grows corporate practiceTo increase its capacity to handle the new wave of corporate and M&A work coming in, Shanghai-based J & F have appointed Qiao Bo as a senior partner.

Qiao Bo has almost 10 years’ practice experience in corporate, M&A, banking & fi nance, and labour law. Before joining J & F, he was a partner with Shanghai Yao Liang Law Offi ces.

“We’re very pleased to have Qiao Bo and are confi dent that our corporate, fi nance and labour law practices will be further enhanced with Qiao Bo’s appointment,” said Scott Guan, J & F’s co-managing partner, who used to work with Qiao Bo at Yao Liang prior to his appointment with J & F.

九州丰泽增加公司业务骨干力量九州丰泽增加公司业务骨干力量随着新一轮企业资本运作和并购潮的风起云涌，上海九州风泽的业务量也随之

增加，为增强对业务的掌控能力，该所已委任乔波担任高级合伙人。乔波律师在公司法、并购、银行和金融以及劳动法等方面拥有近十年的执业经

验，加盟九州丰泽之前是上海市耀良律师事务所的合伙人。九州丰泽的联席执行合伙人管云翔表示，“很高兴乔波加盟本所，我们

相信，乔波的加入将进一步提升本所在公司、金融和劳动法方面的服务。

Capitallaw HaoLiWen

HaoLiWen hires international trade partnerFormal partner with Shanghai Capitallaw & Partners, Zhang Yan specialises in anti-dumping, IP and litigation practices, and has joined Shanghai-based HaoLiwen as a senior partner.

Zhang has represented many domestic clients in anti-dumping investigations brought in the US and the European Union, and has achieved positive results for clients in most cases.

Prior to his private practice which started in 2004, he had served as in-house counsel in domestic and international companies, primarily providing remedies for international trade frictions, including anti-dumping, anti-subsidy and safeguard issues. He had also served as a judge with a Shanghai intermediate court, responsible for adjudication of corporate and commercial cases.

昊理文新添国际贸易合伙人昊理文新添国际贸易合伙人张燕曾是上海东方华银律师事务所的合伙人，专门从事反倾销、知识产权和诉

讼业务，现已加盟上海的昊理文律师事务所，担任高级合伙人。

The UK report

Zhang Yan

Promotions all round The London offi ce of Freshfi elds Bruckhaus Deringer will welcome 10 new partners in May, after an annual round of promotions for the fi rm which led to 25 new partners.

Burges Salmon is another fi rm caught up in the promotions whirlwind. The Bristol-based fi rm announced in March that six of its associates were soon to be partners. The promotions are effective from May and will take the fi rm’s total partner number to 72. Meanwhile, Trowers & Hamlins has resisted the promotions frenzy and decreased its partner promotion count by almost three-quarters compared to last year.

Promotions frenzy continues City fi rms Pinsent Masons, CMS Cameron McKenna, and Ashurst and Herbert Smith have also revealed their partner promotions for 2008, with both Pinset and Ashurst making up 17 new partners and CMS Cameron McKenna following closely with 11. Ashurst’s City rival Herbert Smith announced that a fi rm-record of 18 new partners will join the ranks from 1 May.

Clifford Chance increases European reach Clifford Chance is due to launch an offi ce in the Ukraine this summer, bringing the fi rm’s Eastern Europe offi ce count to six.

The new base will be headed up by Nick Fletcher, currently managing partner of the fi rm’s Warsaw offi ce. The fi rm is aiming for a team of around 20 local lawyers on opening.

Slaughter and May management shift Slaughter and May has announced that corporate partner Frances Murphy will replace new senior partner Chris Saul as head of the corporate department. She is the fi rst female head in the UK fi rm’s fi nal round of management elections.

ROUNDUP

■ Wragge & Co announced in March that it is due to boost its partner count, with nine new partners set to join the Birmingham-based fi rm in May.

■ Freshfi elds Bruckhaus Deringer welcomed Mark Rawlinson as the fi rm’s new departmental managing partner (DMP) for its London Corporate practice in April, taking over from Tim Jones.

■ Energy partner Doron Ezickson took over from David Dalgarno to become the new offi ce head at the London base of US fi rm McDermott Will & Emery. Ezickson is co-head of the international energy practice.

■ City fi rm Lovells has rocketed into the mergermarket rankings to take a place as one of the top three fi rms by value for UK M&A deals in the fi rst quarter. The fi rm jjjump dedd 333 3888 llplaces.

26

NEWS >> ISSUE 5.4

张燕曾在美国和欧美提起的反倾销调查中代理多位国内客户，并在大部分案例中为客户赢得积极结果。

于2004年开始在合伙制律所执业之前，他曾担任多家国内及跨国公司的法律顾问，主要为反倾销、反补贴和保障措施等国际贸易摩擦提供补救措施。他还曾担任上海中级法院法官，负责公司和商务案例的裁决。

Haiwen Jun He

Haiwen loses partners to Jun He in ShanghaiJun He and Haiwen & Partners are both regarded as top-tier legal service providers by their clients and peers. However, the Haiwen Shanghai offi ce recently lost two senior partners to Jun He.

Fei Ning, former managing partner of Haiwen Shanghai offi ce, and Huang Song, former Haiwen partner, have joined Jun He Shanghai as partners.

Fei Ning’s practice range spans domestic and foreign commercial dispute resolution, arbitration, litigation, and mediation, and also acts as an arbitrator for CIETAC. Huang Song has expertise in foreign investment, M&A, and venture capital investment. He is also an expert in electronic commerce and internet-related legal issues.

Also joining Jun He recently was dispute resolution specialist Liu Honghuan, who is now a partner in the Jun He Beijing offi ce. Prior to joining Jun He, Liu was the head of litigation and arbitration practice group in Zhonglun.

海问上海分所两名合伙人转投君合海问上海分所两名合伙人转投君合君合与海问律师事务所均被客户和同业誉为一流法

律服务提供商。然而，海问上海办公室的两名高级合伙人近期转投君合。

海问上海分所前管理合伙人费宁和海问前合伙人黄松以合伙人身份加盟君合。

费宁的执业领域横跨国内外商业纠纷解决与仲裁以及诉讼和调解，他同时担任中国国际经济贸易仲裁委员会仲裁员。黄松的专长领域为外商投资、并购及合资公司投资，另外他也是电子商务和网络法律问题专家。

另一位近期加盟君合的是争端解决专家刘虹环，现为君合北京办事处的合伙人。此前，刘虹环是中伦金通诉讼和仲裁部的负责人。

various Gaopeng

Gaopeng & Partners adds three lawyersGaopeng & Partners has appointed Wang Jun and Yi Jian as partners and Wang Tao as senior counsel.

Wang Jun joined the fi rm from Beijing Zhengtai law fi rm, where he served as the vice head of the international investment and trade department. IBM, Global Finance Group, Avaya, China Everbright

Bank, China Development Bank and The People’s Bank of China are among the clients he has advised.

Yi Jian joined from Beijing Zhanda and had served as in-house counsel in State-owned enterprises, foreign-invested companies and government offi ces before he moved into private practice. His corporate practice has a focus on real estate sector.

Senior counsel Wang Tao is a heavyweight addition to the fi rm’s WTO practice group. Before joining Gaopeng, he had served as the deputy director of the law and training department in the China Chamber of Commerce for Import & Export of Textiles for nearly seven years. He excels in representing Chinese exporters in overseas anti-dumping cases.

高朋新增三名律师高朋新增三名律师高朋律师事务所上月聘任王军和易健为合伙人，王

涛为高级顾问。加盟高朋前，王军曾担任证泰律师事务所国际投

资和贸易部副主管，服务过的客户包括IBM、Global Finance Group 、Avaya 、中国光大银行、国家开发银行和中国人民银行。易健则曾任职北京展达律师事务所。自1993年开始执业以来，他先后担任多家国有企业、外资企业、民营企业和政府部门的法律顾问。他具有丰富的房地产和公司法律服务工作经验，并致力于帮助企业建立良好的法律框架和公司治理结构。

同时，高级顾问王涛的加盟将对该所国际贸易法方面的业务拓展起到重要的推动作用。此前，他一直在中国纺织品进出口商会法律部工作，任法律部副主任近七年，多次组织纺织行业应对国外反倾销、保障措施、特保等国际贸易壁垒，拥有丰富的应对经验和卓越的组织协调能力，曾多次获商务部嘉奖。

O’Melveny & Myers Davis Polk & Wardwell

Howard Zhang leavesOMM for Davis PolkFormer managing partnerof O’Melveny & Myers’Beijing offi ce HowardZhang has joined DavisPolk & Wardwell as apartner in Beijing.

Zhang is reputed for his expertise in venture capital and private equity transactions. At his new role in Davis Polk, he will advise clients on cross-border securities, M&A and strategic investment transactions.

Davis Polk’s Beijing offi ce opened in February 2007 and is headed by partner Show-Mao Chen.

The fi rm was lead counsel for the Industrial and Commercial Bank of China (ICBC) on its US$21.6bn dual-listed initial public offering, the largest IPO in history. It also advised ICBC on a US$3.78bn investment by Goldman Sachs, Allianz Group and American Express.

Howard Zhang

Howard Zhang加入Davis PolkHoward Zhang加入Davis Polk美迈斯 (O'Melveny & Myers) 北京代表处前管理

合伙人Howard Zhang以合伙人身份加盟Davis Polk & Wardwell北京代表处。

Zhang以其在风险资本和私募股权交易方面的专长而著称。加盟Davis Polk之后，他将主要向客户提供与跨境证券、并购和战略投资交易有关的法律顾问服务。

Davis Polk的北京代表处于2007年2月开业，由合伙人Show-Mao Chen 负责。该所为有史以来全球最大的IPO —— 中国工商银行216亿美元的首次公开招股 —— 担任首席顾问，还曾就高盛、安联集团和美国运通投资的37.8亿美元为中国工商银行提供法律服务。

Paul Hastings O’Melveny & Myers

Structured fi nance specialist joins O’Melveny Neil Campbell, former chair of the Asian securitisation practice at Paul Hastings in Hong Kong, has made a move to O’Melveny & Myers to take advantage of the fi rm’s reputation for doing innovative legal work for brand name clients.

Campbell brings an impressive track record of handling large and novel securitisation and structured fi nance transactions to O’Melveny. His fi nance work will bolster O’Melveny’s existing platform for serving key fi nancial institutions and investment fund clients in Asian and UK markets.Campbell has practised in Hong Kong for 14 years, handling securitisations involving assets from throughout Asia, including Japan and Korea, as well as the US and the UK, secured fi nance transactions involving collateral sited in China, and traditional fi nance work. He joined Clifford Chance in London as senior assistant solicitor in 1992 and relocated to the fi rm’s Hong Kong offi ce in 1994. In 1997, he moved to Sidley Austin as a partner, and in 2003 he joined Paul Hastings as a partner.

美迈斯赢得结构融资专家美迈斯赢得结构融资专家美迈斯因善于向老牌客户提供创新性法律服务而

声名卓著，普衡律师事务所 (Paul Hastings) 香港代表处前管理合伙人Neil Campbell因此转而加盟美迈斯。

Campbell为美迈斯带来丰富的大型及超常规证券化项目和结构性融资交易经验，其在公司融资方面的雄厚实力将强化美迈斯的现有平台，使该所能为亚洲和英国市场的主要金融机构和投资基金客户提供更高水平的服务。

Campbell拥有14年的香港执业经验，经手的证券化项目所涉资产来自包括日本和韩国在内的亚洲各国以及美国和英国，他也曾处理过抵押物位于中国的担保融资交易，以及传统金融交易。

Campbell于1992年加入伦敦的高伟绅，担任高级

Neil Campbell

27


律师助理，于1994年调职至该所的香港办事处。1997年，他以合伙人身份加盟盛德，后于2003年，以合伙人身份加入普衡。

CMS Hasche Sigle

German fi rm appoints fi rst local partnerLeading German fi rm CMS Hasche Sigle has showed its commitment to China by promoting a Chinese nationality associate to its partnership. Colin Liu, the new partner, is the fi rst local partner appointed by the fi rm in Shanghai.

Liu has been part of the core team at the Shanghai Offi ce for fi ve years and his areas of expertise include foreign direct investment, anti-trust law, international arbitration and intellectual property.

“We’re making a statement regarding the professional opportunities for our Chinese lawyers and colleagues,” said Ulrike Glück, Equity Partner in charge of the Shanghai Offi ce, commenting on Liu’s appointment.

Before joining CMS Hasche Sigle in Shanghai, he practised law at several other large international law fi rms. In 2007, Liu was seconded to the Stuttgart Offi ce of CMS Hasche Sigle in Stuttgart for several months.

德国律所在沪委任首位本地合伙人德国律所在沪委任首位本地合伙人德国律师事务所CMS Hasche Sigle 将一名中国

籍律师晋升为合伙人，彰显出其欲在中国开拓市场的决心。新合伙人Colin Liu 是该所上海代表处委任的首名本地合伙人。

Liu在上海办事处任职五年，为核心团队的成员之一，其专长领域包括外商直接投资、反垄断法、国际仲裁和知识产权。

负责上海代表处的合伙人Ulrike Glück 说道，“我们以此表明中国籍律师和同事在本所任职所享有的职业发展机遇。”

加盟CMS Hasche Sigle上海代表处之前，Liu曾先后在其它若干大型国际律师事务所任职。2007年，他曾被临时调派至CMS Hasche Sigle 的斯图加特办事处，驻职几个月。

Gray & Perkins

Gray & Perkins strengthens Beijing presenceWith China taking over Japan and the US to be Australia’s largest trading partner, Sydney-headquartered fi rm Gray & Perkins is actively gearingup its practice in China.

At the end of 2007,the fi rm entered into analliance with German law fi rm Brandi Dröge PiltzHeuer & Gronemeyer(BDPHG) to develop joint activities in China.

A few months later, the fi rm has appointed Chelsea Li be a resident partner in its Beijing offi ce.

Fluent in English and Mandarin, Li has substantial China experience in telecoms and IT-related law and has worked on a wide variety of transactions in these sectors over eight years. Her broader experience lies in licensing, commercial transactions and regulatory work.

During her time as an in-house legal counsel, Li worked on a variety of major projects and complex telecom/IT projects, including engineering/operation system upgrades and services, submarine cable network constructions, upgrades and maintenance, telecom cable landing stations, point-to-point telecom services and co-location services.

In private practice and as an in-house legal counsel, Li has advised multinational companies such as China Mobile and China Netcom and a wide range of other companies and their subsidiaries in China and the Asia-Pacifi c region.

公平氏巩固在京业务公平氏巩固在京业务随着中国超越日本和美国成为澳大利亚最大的贸

易伙伴，总部位于悉尼的公平氏律师事务所正积极加强其在中国的业务。

2007年底，该所与德国律师事务所Brandi Dröge Piltz Heuer & Gronemeyer (BDPHG) 建立联盟，以共同开发中国业务。几个月后，该所聘任李乔姗律师担任其北京代表处的常驻合伙人。

李律师能说流利的英语和汉语，熟谙与电信和IT相关的法律问题，在八年间，曾经手处理过这些领域的各种交易，并在特许授权、商业交易和合规方面有着颇为丰富的经验。

Allen & Overy

A&O expands international capacityWith 28 promotions to partners across Allen & Overy’s 15 offi ces in 13 countries around the world, the fi rm’s total number of partners has reached 505 globally, exceeding the 500 mark forthe fi rst time.

The promotions highlight A&O’s continued investment in its international network. Over 70% of the new partners come from outside of London, and one quarter of the new partners are also located in emerging market offi ces such as Shanghai, Bangkok, Dubai, Moscow and Warsaw. As well as a wide geographic spread, the promotions also demonstrate stable investment in A&O’s key market sectors with promotions across six different practice groups globally.

Four of the 28 new partners are based in the Greater China region, including two in Shanghai and two in Hong Kong.

安理全球合伙人规模超过500安理全球合伙人规模超过500随着安理国际律师事务所遍及世界13个国家的15

个办事处共28名律师获晋升为合伙人，该所的全球合伙人达到505人，首次超过500人大关。

此举彰显安理对国际网络的持续投资。在新合伙人中，超过70%来自伦敦以外地区，四分之一位于上海、曼谷、迪拜、莫斯科和华沙等新兴市场代表处，涉及地域较广。此外，获晋升的合伙人来自全球六个不同的执业团队，显示安理持续投资关键市场领域的目标策略。

28名新合伙人中有四人位于大中华区，上海和香港各有两人。

Chelsea Li

28

REPORTSPECIALALB

SHANGHAI

ISSUE 5.4

ALB ASIAN LEGAL BUSINESS

Despite the turmoil in the global markets and a looming recession in the US, law fi rms in Shanghai are profi ting from the spike in corporate activity. Prospects for the local legal industry remain sound and strong, ALB China reports


29

REPORTSPECIALALB

SHANGHAI

Shanghai shines amid global turmoil

When many of the world’s major economies are being affected by the global credit crunch, it seems to be a

less-than-ideal time for this year’s special report on Shanghai. Although economists indicate that the turmoil in the global markets is having a limited and indirect impact on China, Shanghai is feeling the pinch as it transforms into an interna-tional fi nancial hub.

The Shanghai index has plunged more than 45% from its high in October 2007, putting the once red-hot market among the world’s worst performers. Some QDII funds have reported large losses due to volatility in the world market. There has been a slowdown in the rate that new QDII products and IPOs have been launched. Multinational companies and interna-tional fi nancial institutions’ shortage of capital at home may lead them to reduce their investment and business activities here. Export-oriented companies may face a drop in demand caused by a possible US recession and the shipping industry may see a decrease in contracts as a result.

Given these diffi cult market conditions, it would be reasonable to predict that a downturn in economic activity may impact the bottom line for law fi rms and dampen their willingness to share with ALB their perspectives on the local legal industry.

However, after speaking to a number of legal practitioners in Shanghai, ALB’s concern has been allayed. The legal fraternity in Shanghai, which has more skyscrapers than New York and a public transport system that will soon overtake London’s in size, is looking at 2008 with more optimism than are their counter-parts in those two cities.

“Share price falls, further appreciation of RMB, and a possible recession don’t mean a drop in deal fl ow,” says Hubert Tse, managing director of Yuan Tai and head

SHANGHAI AT A GLANCE • Number of PRC lawyers: 8,138

• Number of PRC law fi rms: 759

• Number of representative offi ces of foreign law fi rms: 88

• Number of representative offi ces of Hong Kong fi rms: 16

• Number of regional headquarters of multinational companies: 174

• Shanghai-headquartered Fortune 500 companies: 3

Source: Shanghai Bar Association, as at 30 July 2007

of the fi rm’s international business group. “On the contrary, it provides opportunities for foreign investors to purchase shares in domestically listed companies and invest in RMB-denominated assets to increase their value as RMB appreciates.”

In addition, as assets in the US become more affordable, lawyers predict an increase in overseas M&A activity by domestic companies. Amid the gloom in the global market, there are signs of hope.

The continuing economic growth is driv-ing an increasing number of international fi rms to expand into China. Statistically, Shanghai remains the most popular choice for foreign fi rms to enter the country for the fi rst time, and it is still the top city in terms of the number of representative of-fi ces of international fi rms.

“Things are becoming more competitive, but by the same token, with the economy still doing relatively well, there are just lots of opportunities for both foreign law fi rms and Chinese law fi rms. These are pretty good days to be practising law in Shanghai,” says John Grobowski, who practised in Shanghai with Baker & McKenzie for 17 years and now enjoys a new set of chal-lenges and opportunities as the head of Faegre & Benson’s Shanghai offi ce.

Pillars of prosperityWith the local economy going from strength to strength, the question of whether the US sub-prime crisis will have any impact on Shanghai no longer matters to the legal sector. Home to over 3,500 banks and the country’s largest stock exchange, Shanghai has been fi rmly put on the map as one of China’s main economic powerhouses. Its confi dence and success rests on two pillars: banking and fi nance.

In 2007, the PRC banking industry experienced much reform and restruc-turing, and became more open to foreign investors. Many Shanghai firms have

30

REPORTSPECIALALB

SHANGHAI

ISSUE 5.4

TOP FIVE SHANGHAI OFFICES OF BEIJING-HEADQUARTERED FIRMS BY SIZE

Firm Managing partner

Number of qualifi ed lawyers

King & Wood

Zhang Yi 65

Zhong Lun Qiao Wenjun 60Dacheng Xiao Jinquan 59Jun He Li Qi 40Zhongzi Sun Junbao 18Source: Shanghai Bar Association, as at 30 July 2007

built on their relationships with domestic and international banking clients and have followed closely the development of business in traditional and emerging product lines.

Jun He Law Offi ces’ Shanghai offi ce has reinforced its leadership in the banking sector by representing major banks in fi -nancing transactions totalling more than US$30bn, including acquisition fi nance, project fi nance, structured fi nance, asset fi nance and trade fi nance transactions.

“Jun He Shanghai offi ce has achieved another banner year, especially in the banking area. Although tight monetary policy will continue in 2008, the pipeline of lending and fi nancing deals will remain strong,” says George Wang, partner with Jun He.

As more foreign banks become locally incorporated, their demand for PRC legal services will continue to grow. “All the new law, particularly new property law and bankruptcy law, will have a signifi -cant infl uence on both international and local fi nancial institutions,” says Charles Qin, founding partner of banking and fi nance boutique fi rm Llinks Law Offi ces. “Increasingly, they will need local counsel to advise them on regulatory and compli-ance reviews and on their consultation with the government authorities on general and specifi c issues.”

Another trend witnessed by fi nance spe-cialists such as Llinks and Yuan Tai is the rise of the funds management industry in Shanghai. In recent years, both fi rms have advised foreign and local banks and insurance companies on establishing joint venture and domestic funds management companies (FMCs), and have acted on FMC investments at home and overseas.

“With more QDII and QFII licences being approved and the investment quota expanding, the funds management industry is a fast-emerging and cutting-edge practice area for Shanghai fi rms,” says Qin. “The amended Partnership Enterprise Law allows fund managers to adopt a more fl exible investment structure and helps the industry to grow in strength and sophistication.”

Currently, there are 60 FMCs, half of which are joint ventures with foreign fi -

George Wang, Jun He Law Offi ces

“ The legal service market in Shanghai is very large and growing very quickly, with a tremendous amount of potential and opportunity … To gain a foothold in the market, mid- to small-sized local fi rms have to develop their own niche practices and fi nd the right market segment”

nancial institutions. Twenty have secured their QDII qualifi cations. Yuan Tai’s funds practice has a focus on QDII.

The fi rm enjoys a large share of the market. It has advised China Southern Fund and ICBC-Credit Suisse AMC on their fi rst QDII product launches and is currently advising 10 other leading do-mestic and joint venture FMCs on their QDII applications.

“Despite the volatility in the world mar-ket, the pace of growth of QDII funds will not be hampered. The QDII scheme is the government’s long-term investment strat-egy, so there will be more opportunities for dedicated funds management law fi rms to participate in this visionary outbound investment program,” says Tse.

In addition, the three sovereign wealth funds (SWFs) – China Investment Corporation, National Social Security Fund and China-Africa Development Fund – are reportedly planning to outsource a combined US$320bn to foreign asset man-agers over the next three years, according to a report by Z-Ben Advisors, experts on China’s investment management industry.

TOP FIVE SHANGHAI FIRMS BY SIZE

Firm Managing partner

Number of qualifi ed lawyers

AllBright Shi Huanzhang 155Grandall Shanghai

Guan Jianjun 74

Jin Mao Wu Boqing 70Brilliance Yu Jianguo 70Zhenghan Wu Yugang 52Source: Shanghai Bar Association, as at 30 July 2007


31

REPORTSPECIALALB

SHANGHAI

FIR

M P

RO

FILE

AllBright has acted on Shanghai Industry Holdings Limited’s (“SIHL”) successful acquisition of Shanghai Urban Development (Holdings) Co., Ltd. (“SUDH”) which is the biggest wholly state-owned real estate

development enterprise in Xuhui district of Shanghai. SIHL fi nally obtained a 59% equity interest of SUDH on 25th December 2007 with the total cash consideration amounting to RMB 3.7Billion via two steps (fi rst, 40% equity interest capital increase and second, equity transfer).

SIHL (HKSE stock code “363”) was listed on the Stock Exchange of Hong Kong on 30th May 1996. The majority shareholder of SIHL is Shanghai Industrial Investment (Holdings) Co., Ltd (“SIIC”). Under the auspices of the Shanghai municipal government, SIIC incorporated in Hong Kong as a commercial entity in 1981. It is currently the largest and most resourceful overseas enterprise established by the Shanghai municipal government. With the shareholders’ equity being HK$17.505 billion and turnover amounting to HK$6.851 billion in 2006, SIHL is the fl agship in the SIIC group of companies now.

With total assets exceeding RMB11 billion, SUDH has a land bank of more than 2 million square meters of gross fl oor area, including commercial and residential development projects of strategic value located in Shanghai, Kunshan in Jiangsu, Changsha in Hunan and Hefei in Anhui. Among them are “Xujiahui Centre” and “Urban Cradle”. “Xujiahui Centre” takes up 13.2 hectare with the total estimated area more than 630,000

square meters which so far is one of the largest comprehensive commercial projects in downtown Shanghai. “Urban Cradle” takes up 94.3 hectare with the total surveyed area being about 830,000 square meters which is the largest residential project in the middle ring road territory of Shanghai.

The M&A Project is so complicated as result of transferring Chinese state-owned rights and interests, and foreign capital’s taking over a native real estate company. In addition, the purchaser who is a company listed in HKSE shall conform to the rules of HKSE. Meanwhile, relevant regulation on takeover of domestic company by foreign-funded enterprises was revised and policy restricting the foreign-funded enterprises to enter real estate industry came into being during the term of the M&A in China. AllBright’s M&A team, led by senior partner Julia Zhu, joined the M&A Project since the end of May, 2006 and provided with the whole legal services including but not limited to LDD, participating in several rounds negotiations, drafting agreements, and rendering several Chinese Legal Opinions during the term of more than one year and a half. Allbright was also entrusted by respective parties to submit to examinaton and approval authorities for approval and complete the alteration procedure with the Industrial and Commercial administration.

AllBright Steers Shanghaireal estate M&A by foreign capital of the year

Julia Y. Zhu

锦天城律师事务所为上海实业控股有限公司并购上海市徐汇区最大的国有房地产开发企业――上海城开（集团）有限公司提供全程法律服务。上实控股通过先增资40%，再股权转让两个步骤，于2007年12月25日成功获得上海城开59％的股权，整个交易金

额上实控股为此总共付出了人民币约37亿元的对价，该项目为2007年度上海最大的一宗外资并购房地产案。

上实控股为香港联交所上市公司，股票编号（0363,HK），1996年5月30日在香港联合交易所上市。上实控股的控股股东是上海实业 (集团)有限公司，上实集团是上海市人民政府于1981年在香港注册成立之商营企业，也是上海市在海外最大的综合性企业集团。上实控股作为上实集团的旗舰企业，2006年年底净资产值175.05亿港元,全年营业额约68.51亿港元。

上海城开拥有多个具战略价值的重大商业和住宅地产项目，总资产目前超过人民币110亿元，可开发建筑面积超过200万平方米，分布上海市、江苏昆山、湖南长沙和安徽合肥等地，其中最具价值的包括「徐家汇中心」及「万源城」。“徐家汇中心”项目占地13.2公顷，总规划建筑面积约63万平方米，是迄今为

锦天城成功经办上海年度最大的外资并购房地产案锦天城成功经办上海年度最大的外资并购房地产案止上海市中心最大的综合性商业项目；“万源城”项目占地94.3公顷，总建筑面积约83万平方米，是上海市中环线内面积最大的住宅项目。

本项目同时涉及国有产权转让、外资并购房地产公司、收购方作为香港上市公司还必须符合香港上市规则要求，并且收购期间恰逢国内外资购并法规的修订以及出台多项限制外资进入房地产行业的政策，整个并购过程非常复杂。由高级合伙人朱颖律师率领的锦天城服务团队，自2006年5月底进场，历时一年半，为收购方上实控股提供了全程法律服务，包括出具尽职调查报告、参与多轮谈判、起草相关交易文本，以及出具股权受让、标的公司物业权属等多个中国法律意见书。锦天城还受交易各方委托, 代为办理了向审批机关报批和工商变更手续。

Julia Y. Zhu

Senior Partner, ALLBRIGHT LAW OFFICES

14/F, Citigroup Tower, 33 Hua Yuan Shi Qiao Road, Pudong New Area Shanghai

P.R. China 200120

Tel: 86-21-61059098, 86-21-61059000 Fax:86-21-61059100

E-mail:[email protected]

朱颖　律师　高级合伙人上海市锦天城律师事务所上海市浦东新区, 花园石桥路33号, 花旗集团大厦14楼, 邮编：200120Tel: 86-21-61059098, 86-21-61059000 Fax:86-21-61059100E-mail:[email protected]

“The transaction is regarded as the largeset real estate M&A in Shanghai 2007.”

32

REPORTSPECIALALB

SHANGHAI

ISSUE 5.4

Law fi rms in Shanghai are well placed to represent international and local fund man-agers in the outsourcing process.

The symbolic Jin Mao Tower in Pudong fi nancial district will soon be eclipsed by a new building nearby – the Shanghai World Financial Centre. The 101-storey, 492-metre high building will be the tall-est building in Asia and a new symbol of Shanghai’s rise to prominence as Asia’s international fi nancial centre.

Market segmentationThe leaders among fi rms in Shanghai re-main largely unchanged; Jun He, King & Wood, Zhong Lun Law Firm and Fangda Partners still enjoy a relatively large share of the high-end legal service market.

However, Shanghai’s unique entre-preneurial culture provides other fi rms with an abundance of work, especially in the M&A, securities, construction and dispute resolution arenas. The local business community has seen the rise of a number of home-grown corporate and commercial firms including Grandall Legal Group, Chen & Co, Boss & Young, J&F PRC Lawyers, Llinks, HaoLiWen and Zhenghan.

Unlike Beijing, where the legal market is consolidating and mergers between fi rms frequently take place, the distinct char-acteristic of the current Shanghai legal sector is that fi rms are specialising.

The past few years have seen a number of law fi rms split. Examples are easy to think of: last year, the tax and fi nance department of Co-Effort Law Firm left to set up tax bou-tique Zuo Quan; three partners departed the Shanghai offi ces of Commerce & Finance and Jingtian & Gongcheng to set up a pri-vate equity-focused practice named Han Yi; two international practice-oriented partners left AllBright and established MWE China in 2006; and a team of partners left Zhong Lun Shanghai offi ce and founded fi nance boutique Yuan Tai in 2004.

Nevertheless, there still are one or two examples of consolidation among Shanghai firms, including the merger between shipping fi rms Sloma & Co and Siway & Seaway in September last year.

“The legal service market in Shanghai is very large and growing very quickly, with a tremendous amount of potential and opportunity. But the high-end mar-ket is remarkably competitive and most of the large restructuring, IPO, FDI and banking transactions are dominated by

Beijing firms’ Shanghai offices,” says George Wang of Jun He, commenting on the reality in a matter-of-fact way.

“But as the corporate sector and fi nan-cial market become increasingly dynamic, the need for specialist legal services is growing. To gain a foothold in the market, mid- to small-sized fi rms have to develop their own niche practices and fi nd the right market segment.”

There is no denying that most of the new fi rms are focusing on one or two specialty areas. Larger fi rms that are fl ourishing are the ones who have found their niche and have dedicated their resources and exper-tise to particular needs of clients. Grandall, with its top-notch capital markets practice, and Zhenghan, with a sound reputation in commercial dispute resolution, are just two of the many.

The increasingly capable in-house teams with in-depth local knowledge have en-gineered the recent changes in private practice.

“Many multinational companies in Shanghai have hired local private practi-tioners to head their in-house teams – lo-cal fi rms have been benefi ting from that,” says Zhao Deming, managing partner of HaoLiWen. “Local fi rms are winning more mandates from these localised in-house departments not because of ‘guanxi’, but because these in-house lawyers understand the local legal system well, know who the most competent service providers are in cer-tain areas and are able to manage external counsel effi ciently.”

Llinks’ Charles Qin agrees with Zhao, saying that the increasingly sophisticated regulatory environment coupled with se-nior in-house counsel’s previous private practice experience is pushing the legal profession forward to refl ect the increas-ing diversity of legal services needs.

“A large number of in-house counsel have private practice experience and some have worked in both local and international fi rms. They know very well how law fi rms or external legal counsel team work, and have a good grasp of the marketplace in terms of who are the leading fi rms in different prac-tice areas,” says Qin. “In-house counsel are more often having to turn to external coun-sel for legal advice, because the regulatory environment and legal system is becoming more sophisticated and specialised. In some large projects, in-house counsel will appoint a number of fi rms, each having different expertise, to act for them.”

Charles Qin, Llinks Law Offi ces

“ With more QDII and QFII licences being approved and the investment quota expanding, the funds management industry is a fast-emerging and cutting-edge practice area for Shanghai fi rms”


33

REPORTSPECIALALB

SHANGHAI

Dutch chemicals group DSM’s China regional headquarters in Shanghai has one of the in-house departments that has mas-tered that know-how. Last year, Catherine Wang was appointed as the general counsel for the Greater China region, a new posi-tion the company created in light of its fast-expanding China business.

“Our company’s long-term investment strategy and growing commitment in China will spark a large amount of M&A transactional, corporate restructuring and JV establishment work across the country,” says Wang.

To deal with this activity, Wang keeps a good-sized in-house team, consisting of seven staff. This enables her to build a substantial knowledge base within the company. However, DSM’s expansion plan has meant that Wang has to rely on exter-nal counsel for certain types of transac-tions. When she outsources work, she likes to know exactly where it is going and, in deciding where to send work, she looks at her previous dealings with an individual partner, not at a fi rm’s reputation.

Zhao Deming, HaoLiWen PRC Attorneys

“Local fi rms are winning more mandates from localised in-house departments of multinational companies. It is not because of ‘guanxi’, but because these in-house lawyers understand the local legal system well, know who the most competent service providers are in certain areas, and are able to manage external counsel effi ciently”

FIR

M P

RO

FILE

I. Provisions and Initiation of Criminal ProceedingsIn accordance with Article 59 of the PRC Trademark Law, Article 214 of the PRC Criminal Law and relevant judicial interpretations, any individual or enterprise knowingly selling counterfeit products with the sales amount of not less than RMB 50,000 shall be investigated for criminal offences.

There are three ways by which the criminal proceedings may be initiated: 1. Report to the Public Security Bureau

(“PSB”). The claimant may fi le a statement of complaint with the PSB in the place where the crime was committed, or in the place where the infringing party resides;

2. Direct lawsuit. The claimant may sue the infringing party at a court (this is called the “private prosecution”) in the place where the crime was committed, or in the place where the infringer resides; or

3. Case transfer. The Administration for Industry and Commerce (“AIC”) may transfer a case to the PSB in the same

Counterfeit Product Sales:

Criminal Remedy in Chinalocation, if it fi nds out that the infringer has knowingly sold counterfeit products with the sales amount of not less than RMB 50,000 through investigation.

II. Procedural MattersReport to the PSB and Case transfer. After the PSB has concluded the investigation, it shall transfer the case to the people's procuratorate with a recommendation to initiate prosecution. If the people's procuratorate considers that (1) the facts of the infringer's crime have been ascertained; (2) the evidence is suffi cient and (3) the criminal liability should be investigated according to law, it shall make a decision to initiate a prosecution and shall initiate a public prosecution at court. In case where the infringer is a company, the court may sentence the person-in-charge directly responsible and other persons directly responsible within the company to fi xed-term imprisonment of not more than three years or criminal detention, and fi ne the infringer company concurrently or independently, if the sales

amount of the counterfeit products is not less than RMB 50,000. If the sales amount of the counterfeit products is not less than RMB 250,000, the court may hold person-in-charge directly responsible and other persons directly responsible be criminally liable by way of imposing a fi xed-term imprisonment of not less than three years but not more than seven years and fi ne the infringer company concurrently.

Direct lawsuit. If the infringer is found guilty, the court shall render the same judgement as outlined in 1. Report to the PSB and Case transfer.

ZHANG YAN, Senior PartnerHaoliwen PRC [email protected]

Zhang Yan, Senior Partner

34

REPORTSPECIALALB

SHANGHAI

ISSUE 5.4


35

REPORTSPECIALALB

SHANGHAI

him to keep an effective control over the work he sends out.

Having worked with many firms in Shanghai, Tan views their services posi-tively. “Shanghai local fi rms are strong in government relations advisory. They act as a bridge between multinationals and the local government. They are hard-working, conscientious and solution focused.”

Shanghai embraces more international fi rmsWith a slowdown in the economies of many countries and a possible US recession, China has become a good investment destination choice for international in-vestors. In the same way multinationals continue to expand into China through Shanghai, so too do foreign fi rms from all over the world. The infl ux of new foreign fi rms coming to Shanghai is seemingly unstoppable.

In the past two months alone, several fi rms, including US fi rms Miller, Canfi eld, Paddock and Stone, and Kirkpatrick & Lockhart Preston Gates Ellis, as well

“We use different firms in different projects dealing with different issues,” says Wang. “We use these fi rms because particular partners are there. If these partners swap fi rms, we’ll follow them.”

Leading global management and tech-nology consulting fi rm BearingPoint has another of the many outstanding in-house teams in Shanghai. The team is headed by Zhen Tan, general counsel for Greater China, who also served as regional com-pliance offi cer for BearingPoint in the Asia-Pacifi c region.

“Our in-house team can effectively manage routine legal matters. We get very good value from our internal lawyers,” says Tan. “But we need external expertise when certain sophisticated transactions come along.”

Tan keeps a panel list of fi rms with par-ticular specialties and reviews it on a regular basis. He adds more fi rms as his company’s business expands to new areas.

Tan knows private practice well, as he practised with King & Wood for many years prior to moving in-house. His un-derstanding of private practice enables

INTERNATIONAL FIRMS IN SHANGHAI

Origin Number of fi rmsPRC 759US 32Hong Kong 16UK 15Japan 8Singapore 7Australia 6Germany 6France 5Spain 2Korea 1Other 6Source: Shanghai Bar Association, as at 30 July 2007

36

REPORTSPECIALALB

SHANGHAI

ISSUE 5.4

as Spanish fi rm Cuatrecasas, have an-nounced that they are applying for a licence to open an office in Shanghai. A large number of representative of-fi ces opened in 2007. New arrivals in-clude Heller Ehrman, Foley & Lardner, Greenberg Traurig, Sheppard Mullin Richter & Hampton, and Skadden, Arps, Slate, Meagher & Flom.

“All international firms with offices overseas will look to China as a very im-portant part of their international plan and will want to take advantage of the growth. So foreign fi rms are still coming in and the ones doing well here are trying to expand,” says John Grobowski.

Spanish fi rm Garrigues opened its fi rst China offi ce in Shanghai in 2005 and business has been buoyant. Shanghai managing partner Francisco Soler indicates that his fi rm will apply for a licence to launch an offi ce in Beijing in due course, but he still regards Shanghai as a slightly more preferable destination for many foreign law fi rms.

“Shanghai is the fi nancial capital of the country with a large number of for-eign and Chinese banks and fi nancial institutions, and it is surrounded by many fi rst-rate industrial parks. Many

Spanish and Latin American industrial companies have landed in Shanghai and the Yangtze River Delta region, so we followed,” says Soler.

“There are still many more foreign companies in Shanghai than in Beijing, even though the number is growing fast in Beijing. Sometimes, deals in Beijing may be bigger, but there are more compa-nies in Shanghai that require day-to-day legal advice from law fi rms,” Soler adds.

Many of Garrigues’ clients in Shanghai are medium-sized companies. They are growing fast, but are not yet large enough to require full-time in-house legal counsel. This has resulted in the soaring demand for external legal support from fi rms like Garrigues.

Currently, 90% of Garrigues’ Shanghai office’s clients are Spanish and Latin American companies doing business in China. The remaining 10% is comprised of Chinese companies investing abroad – mainly mining and natural resource companies investing in South America. Soler expects the revenue from advising Chinese companies’ outbound investment to increase steadily in the coming years.

Although the market is getting more crowded and competitive due to an in-

REPORTSPECIALALB

SHANGHAI

ISSUE 5.4

creased number of competitors, foreign fi rms still see opportunities to grow.

Although he only started working at Faegre less than three months ago, Grobowski has already outlined the fi rm’s agenda for expansion. Grobowski notes that the Shanghai team will move into new offi ce space, which is three times bigger than the current one, and the headcount in Shanghai is expected to double to more than 50 in the next two years. In addition, he plans to broaden their practice areas from corporate and commercial.

“We’re planning to bring in senior profes-sionals, probably at partner level, to drive much more growth in areas of IP, tax and banking & fi nance,” says Grobowski.

In-house counsel in Shanghai are wel-coming the arrival of new fi rms and the expansion of foreign fi rms. To in-house lawyers, international fi rms can not only provide more choice and diverse services, but can also share their expertise with the local profession.

“It is a very positive thing that interna-tional fi rms continue coming to Shanghai. The personnel movement can distribute some expertise and know-how acquired by international lawyers to local in-house counsel and local law fi rms,” says Tan.


37

REPORTSPECIALALB

SHANGHAI

“Having a strong, international legal in-dustry is indispensable if Shanghai wants to establish itself as a regional business and fi nancial centre,” he continues.

Regarding the question of which city is the business and fi nancial centre in Asia, the rivalry between Shanghai and Hong Kong is no secret.

At the moment, Hong Kong may main-tain a lead over Shanghai, but few would deny that Shanghai will eventually over-take its competitor. ALB

Francisco Soler, Garrigues, Shanghai

“ There are still many more foreign companies in Shanghai than in Beijing, even though the number is growing fast in Beijing. Sometimes, deals in Beijing may be bigger, but there are more companies in Shanghai that require day-to-day legal advice from law fi rms”

Published by Key Media International Ltd., Unit 2706-2708, 27/F, 118 Connaught Road West, Hong Kong

For further information please contact Ms Eliz Lee - 852 2815 5988

[email protected]

save 10%

SUBSCRIBE NOW AND PAY ONLY USD$261*

CHINA

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

Name: Job title:

Company:

Address:

Email:

Phone: Fax:

“Asian Legal Business has done a great job covering local news, deals, and general trends in the legal market in Asia”Sam Farrands, partner, Minter Ellison

Please start my subscription to Asian Legal Business – CHINA immediately Fill out the form below and fax to Eliz Lee on 852 2815 5225.

Please invoice my company

ON AN ANNUAL SUBSCRIPTION

*USUAL PRICE US$290

36

IN-HOUSE SURVEY ISSUE 5.4

In-house counsel mind their own business

IN-HOUSE SURVEY asian legal business ISSUE 8.4

ALB In-House 38

IN-HOUSE SURVEYwww.asianlegalonline.com

39

Gone are the days when in-house counsel played second fi ddle to management or relied on external counsel for the bulk of their legal advice. Today’s in-house teams are taking fi rm control of their legal risk, and are increasingly discerning in their choice of law fi rms

Gillian Meller is experiencing an in-house evolution. As general manager of legal at Hong Kong’s mass transit railway operator MTR Corporation, Meller presided over the group’s merger with fellow state-owned railway com-

pany KCRC last year. The melding of two legal teams has forced her to take a fresh look at what it means to be in-house.

“It’s a bit like the story of the blind men and the elephant,” Meller says. “Everyone can describe a little bit of the role, but it’s hard to see the whole picture properly.” But that is changing. Meller says the in-house function at MTR Corporation is fast becoming more holistic and strategic. “We aren’t just dealing with contractual is-sues as they arise, but trying to take a proactive role and adding value to the business as legal risk managers.”

In fact, Meller says this evolution of the department is now her key management brief.

“The fi rst thing is really defi ning what the role of the in-house team is, and the second is delivering on that,” Meller explains. “I have to prove we can add more value by knowing the business and providing sound commercial advice – not just legal solutions.”

Samantha Chia, Singapore-based head of legal and compliance for Nokia Siemens Networks, has also seen her in-house role shape-shift as a result of a merger. When Nokia and Siemens announced they would combine their mobile and fi xed line phone network equipment businesses in 2006, little did either group know that a very public corruption and bribery scandal was about to engulf Siemens in Germany, forcing management to place renewed atten-tion on a fast-growing area for in-house counsel – compliance.

Issues Survey


40

“I didn’t know how wide-spread these issues were, as it’s something quite new for us,” Chia says.

However, discussions with in-house and compliance coun-sel at an anti-corruption sum-mit in Hong Kong this year revealed otherwise. “Anti-cor-ruption and compliance are a huge concern for many com-panies, and particularly those who do business in the US or have US parents, as they’re subject to the Foreign Corrupt Practices Act and Securities and/or the Exchange Com-mission (SEC) rules,” she says. Chia reveals that now her most pressing task is to appoint a compliance counsel.

The stories of these two leading in-house lawyers are revealing, and are echoed by their peers. The in-house function in Asia is fast becoming a more strategic, forward-thinking proposition, demanding that in-house general counsel become proactive managers of legal risk. Compliance issues is also a rapidly grow-ing area of the mix. However, rather than shying away from the change, lawyers are stepping up to the plate.

“As a result of the merger [MTR/KCRC] process, you realise you have a broader role – that of a trusted advisor,” Meller explains. “The thing that appeals to me about being in-house is being asked to produce legal judgments in this commercial context.”

Proving the value of in-house counselThe majority of in-house legal teams in the Asia-Pacifi c region are either stable (49%), or growing in numbers (40%), according to the results of the ALB In-House Issues Survey. Only a pre-cious few (11%) are actually contracting in the current business environment. Likewise, 58% of respondents say the proportion of legal work being done in-house is increasing, with only 14% saying they are increasingly outsourcing work.

Team growth can be attributed to the booming economies and growing amount of legal work that is taking place in the region.

However, there is another reason, say lawyers – companies are starting to see the value of in-house advice, which is the reason they are choosing to keep an increasing amount of legal work under their own roof.

“Having a department in-house, as opposed to farming work out to law fi rms, is more cost-effective,” Chia argues. “Having a department right there also means they can easily handle the whole gamut of company legal issues.”

Your in-house team is:

Your legal work is increasingly:

Your legal team sits:

In-house teams in Asia

Paramjit Dhillon, Total Sports Asia

How many in your in-house team?

58%28%

14%

49%

40%

17.6%

4%

63.6%5.7%

3.4%

1.7%

4%

67% 33%As a central teamWithin relevant

business units

Done in-house

Stable

11%Contracting

Growing

6–10

1–5

50+

26–50

21–25

16–20

11–15

No change

Outsourced


41

Your annual legal spend is:

Your annual legal spend is:Counting the cost

ALB IN-HOUSE SURVEY

The ALB In-House Survey 2008 is a poll

of the top general counsel and their

legal teams across the Asia-Pacifi c region.

Covering a variety of hot topics from external

legal panels and legal spend to what in-house

counsel are really demanding from their external

legal providers, the survey presents a detailed and

accurate picture of the in-house legal landscape in

2008. The results, tabulated and graphed on the

following pages, is the region’s most up-to-date

guide to the in-house lawyer’s mindset.

41%

17%

17%6%

5%

7%7%

US$10,000–99,999

US$100,000–249,999

US$250,000–499,999US$500,000–1m

US$1m–5mUS$5m–10m

US$10m +

33%

7%

60%Increasing

No change

Decreasing

Meller agrees, saying that companies are seeing the value law-yers can add to situations, and that legal spend targets defi ne what can be outsourced.

Paramjit Dhillon, vice president of legal and HR at sports mar-keting group Total Sports Asia in Malaysia, argues convenience is also a key factor. “They’re relying less and less on external lawyers because when they need you, you’re there,” she says. “We try and turn around documents in 24 hours, which is something you can’t get from external fi rms.”

The survey also found that, alongside the growth of in-house legal departments, the majority of in-house teams have increased legal budgets to play with, as their total legal spend increases. Though in-house counsel do not appear to be looking to law fi rms for advice quite as much, legal spend fi gures show the size of the pie is growing in Asia, and there is no doubt that law fi rms are benefi ting from this increased workfl ow.

What in-house lawyers wantExternal counsel can no lon-ger feel safe in simply provid-ing clients recitations of exist-ing law with no commercial overlay. In-house lawyers are increasingly demanding, and commerciality is their great-est concern. “While putting the commercial spin on things is our job, we don’t want exter-nal legal advice produced in a vacuum,” Meller says.

Gillian Meller, MTR Corporation

“The fi rst thing is really defi ning what the role of the in-house team is, and the second is delivering on that”

GILLIAN MELLER, MTR CORPORATION

Accurate fee estimates

Faster turnaround

Accessibility

Commerciality

28%

22%

19%

31%

How could law fi rms best improve their service?


42

However, when asked how their external counsel could most improve their level of service, signifi cant portions of respondents also fell into each of the categories calling for increased acces-sibility, faster turnaround times and accurate fee estimates, showing in-house lawyers expect improvement across the board. “We look for good practical business-oriented advice – nothing too legalistic,” Chia from Nokia Siemens Networks says. “We’re also looking for fast turnaround times and value for money.”Providing a warning – or perhaps a glimmer of hope – for law

fi rms in Asia, Meller says in-house lawyers “are less loyal to fi rms as a whole than they used to be”. While she has inherited existing relationships with Deacons, Slaughter and May, Lovells and Simmons & Simmons, as well as Mayer Brown JSM from the KCRC business, she argues the case that “individuals are more important” than the fi rm as a whole. Chia agrees: “We have some established relationships with fi rms from our time as Nokia, but we’re always on the lookout for good law fi rms and lawyers – we believe in healthy competition.”The ALB China survey results cement this idea. The majority of

companies have a formal panel of external providers, with many in the 1–5 fi rm range. However, more and more are relying on a much broader talent pool of over 10 law fi rms. Most in-house counsel also review their panels regularly, giving newer players the opportunity to source work.Refl ecting the point that it is the individual lawyer that counts,

by far the most important criteria fi rms demand from their external counsel is specifi c legal expertise. A whopping 98% of in-house respondents to ALB China’s survey nominated specifi c legal expertise as essential when outsourcing their work. Dhillon from Total Sports Asia says the sports marketing group looks for specifi c expertise. “If we needed a sports lawyer, we would go to

Do you have a specifi c external legal panel?

How often do you review your panel?

Panel views

11%11% 14% 15%

6%

6%2%

1%

1%

%

25%

61%

39%

How many fi rms are on your legal panel?

61%

30%

7%

1%

1%

No regular review

Yes

No

Every year

Every two years

Every three years

Every four or more years

Companies are starting to see the value of in-house advice, which is the reason they are choosing to keep an increasing amount of legal work under their own roof


43

someone strong in their knowledge of sports law; if it was a labour dispute, we would go to a labour lawyer,” she says.

Private practice? Never again Most in-house lawyers say they would not consider moving into private practice. Though many have cut their teeth as associates, senior associates and even partners at private practice law fi rms, being closer to the heart of a business and giving commercial legal advice – with the added lifestyle advantages – is proving satisfying for most.

“I didn’t really enjoy private practice,” Chia admits. “I wanted to be close to the business, and to contribute to those internal business decisions as a legal practitioner. You don’t see that very much in private practice – you may have a client come to you with a problem or issue, and you send off an opinion, but you would have to be lucky to be intimately involved in a project from start to fi nish,” Chia says.

Dhillon says her eight years in private practice litigation were both “challenging and exhilarating”. But after getting married and having children, she decided to take a break from legal practice and chose to make her second foray into the legal world as an in-house counsel.

“Being younger, I could handle a lot more of that stress. Private practice requires you to be absorbed in your work day and night, and I can’t afford that much time now,” she says.

Meller said life in-house is much more interesting. “I like the commercial decision-making process. I also like the variety; at any time of the day, a client can call, and it could be something familiar, or something totally out of the blue.” ALB

Essential criteria for choosing a law fi rm

Specifi c legal expertise

Turnaround time

Lawyers were asked to rate the importance of the criteria on a scale of 1 to 5 (‘essential’ – ‘totally irrelevant’). The above percentages are the combined portion of respondents that ranked these criteria as either 1 or 2.

Choosing a law fi rm: The key criteria Irrelevant criteria for choosing a law fi rm

The above percentages are the combined portion of respondents that ranked these as criteria 1 or 2 on a scale of 1 to 5 (‘essential’ – ‘totally irrelevant’), and are the least sought after criteria.

30%

31%36% 42%

98%

94%

88%

88%87%

Newsletters and seminars

International offi ce networks/connections

Size of fi rm/department

Regional offi ce networks and connections

General expertise and ability

Understanding of your business

Commerciality

Most in-house lawyers say they wouldn’t consider moving into private practice. Being closer to the heart of a business and giving commercial legal advice is proving satisfying

38


In-house counsel mind their own business

IN-HOUSE SURVEY asian legal business ISSUE 8.4

ALB In-House 38


39

Gone are the days when in-house counsel played second fi ddle to management or relied on external counsel for the bulk of their legal advice. Today’s in-house teams are taking fi rm control of their legal risk, and are increasingly discerning in their choice of law fi rms

Gillian Meller is experiencing an in-house evolution. As general manager of legal at Hong Kong’s mass transit railway operator MTR Corporation, Meller presided over the group’s merger with fellow state-owned railway com-

pany KCRC last year. The melding of two legal teams has forced her to take a fresh look at what it means to be in-house.

“It’s a bit like the story of the blind men and the elephant,” Meller says. “Everyone can describe a little bit of the role, but it’s hard to see the whole picture properly.” But that is changing. Meller says the in-house function at MTR Corporation is fast becoming more holistic and strategic. “We aren’t just dealing with contractual is-sues as they arise, but trying to take a proactive role and adding value to the business as legal risk managers.”

In fact, Meller says this evolution of the department is now her key management brief.

“The fi rst thing is really defi ning what the role of the in-house team is, and the second is delivering on that,” Meller explains. “I have to prove we can add more value by knowing the business and providing sound commercial advice – not just legal solutions.”

Samantha Chia, Singapore-based head of legal and compliance for Nokia Siemens Networks, has also seen her in-house role shape-shift as a result of a merger. When Nokia and Siemens announced they would combine their mobile and fi xed line phone network equipment businesses in 2006, little did either group know that a very public corruption and bribery scandal was about to engulf Siemens in Germany, forcing management to place renewed atten-tion on a fast-growing area for in-house counsel – compliance.

Issues Survey


40

“I didn’t know how wide-spread these issues were, as it’s something quite new for us,” Chia says.

However, discussions with in-house and compliance coun-sel at an anti-corruption sum-mit in Hong Kong this year revealed otherwise. “Anti-cor-ruption and compliance are a huge concern for many com-panies, and particularly those who do business in the US or have US parents, as they’re subject to the Foreign Corrupt Practices Act and Securities and/or the Exchange Com-mission (SEC) rules,” she says. Chia reveals that now her most pressing task is to appoint a compliance counsel.

The stories of these two leading in-house lawyers are revealing, and are echoed by their peers. The in-house function in Asia is fast becoming a more strategic, forward-thinking proposition, demanding that in-house general counsel become proactive managers of legal risk. Compliance issues is also a rapidly grow-ing area of the mix. However, rather than shying away from the change, lawyers are stepping up to the plate.

“As a result of the merger [MTR/KCRC] process, you realise you have a broader role – that of a trusted advisor,” Meller explains. “The thing that appeals to me about being in-house is being asked to produce legal judgments in this commercial context.”

Proving the value of in-house counselThe majority of in-house legal teams in the Asia-Pacifi c region are either stable (49%), or growing in numbers (40%), according to the results of the ALB In-House Issues Survey. Only a pre-cious few (11%) are actually contracting in the current business environment. Likewise, 58% of respondents say the proportion of legal work being done in-house is increasing, with only 14% saying they are increasingly outsourcing work.

Team growth can be attributed to the booming economies and growing amount of legal work that is taking place in the region.

However, there is another reason, say lawyers – companies are starting to see the value of in-house advice, which is the reason they are choosing to keep an increasing amount of legal work under their own roof.

“Having a department in-house, as opposed to farming work out to law fi rms, is more cost-effective,” Chia argues. “Having a department right there also means they can easily handle the whole gamut of company legal issues.”

Your in-house team is:

Your legal work is increasingly:

Your legal team sits:

In-house teams in Asia

Paramjit Dhillon, Total Sports Asia

How many in your in-house team?

58%28%

14%

49%

40%

17.6%

4%

63.6%5.7%

3.4%

1.7%

4%

67% 33%As a central teamWithin relevant

business units

Done in-house

Stable

11%Contracting

Growing

6–10

1–5

50+

26–50

21–25

16–20

11–15

No change

Outsourced


41

Your annual legal spend is:

Your annual legal spend is:Counting the cost

ALB IN-HOUSE SURVEY

The ALB In-House Survey 2008 is a poll

of the top general counsel and their

legal teams across the Asia-Pacifi c region.

Covering a variety of hot topics from external

legal panels and legal spend to what in-house

counsel are really demanding from their external

legal providers, the survey presents a detailed and

accurate picture of the in-house legal landscape in

2008. The results, tabulated and graphed on the

following pages, is the region’s most up-to-date

guide to the in-house lawyer’s mindset.

41%

17%

17%6%

5%

7%7%

US$10,000–99,999

US$100,000–249,999

US$250,000–499,999US$500,000–1m

US$1m–5mUS$5m–10m

US$10m +

33%

7%

60%Increasing

No change

Decreasing

Meller agrees, saying that companies are seeing the value law-yers can add to situations, and that legal spend targets defi ne what can be outsourced.

Paramjit Dhillon, vice president of legal and HR at sports mar-keting group Total Sports Asia in Malaysia, argues convenience is also a key factor. “They’re relying less and less on external lawyers because when they need you, you’re there,” she says. “We try and turn around documents in 24 hours, which is something you can’t get from external fi rms.”

The survey also found that, alongside the growth of in-house legal departments, the majority of in-house teams have increased legal budgets to play with, as their total legal spend increases. Though in-house counsel do not appear to be looking to law fi rms for advice quite as much, legal spend fi gures show the size of the pie is growing in Asia, and there is no doubt that law fi rms are benefi ting from this increased workfl ow.

What in-house lawyers wantExternal counsel can no lon-ger feel safe in simply provid-ing clients recitations of exist-ing law with no commercial overlay. In-house lawyers are increasingly demanding, and commerciality is their great-est concern. “While putting the commercial spin on things is our job, we don’t want exter-nal legal advice produced in a vacuum,” Meller says.

Gillian Meller, MTR Corporation

“The fi rst thing is really defi ning what the role of the in-house team is, and the second is delivering on that”

GILLIAN MELLER, MTR CORPORATION

Accurate fee estimates

Faster turnaround

Accessibility

Commerciality

28%

22%

19%

31%

How could law fi rms best improve their service?


42

However, when asked how their external counsel could most improve their level of service, signifi cant portions of respondents also fell into each of the categories calling for increased acces-sibility, faster turnaround times and accurate fee estimates, showing in-house lawyers expect improvement across the board. “We look for good practical business-oriented advice – nothing too legalistic,” Chia from Nokia Siemens Networks says. “We’re also looking for fast turnaround times and value for money.”Providing a warning – or perhaps a glimmer of hope – for law

fi rms in Asia, Meller says in-house lawyers “are less loyal to fi rms as a whole than they used to be”. While she has inherited existing relationships with Deacons, Slaughter and May, Lovells and Simmons & Simmons, as well as Mayer Brown JSM from the KCRC business, she argues the case that “individuals are more important” than the fi rm as a whole. Chia agrees: “We have some established relationships with fi rms from our time as Nokia, but we’re always on the lookout for good law fi rms and lawyers – we believe in healthy competition.”The ALB China survey results cement this idea. The majority of

companies have a formal panel of external providers, with many in the 1–5 fi rm range. However, more and more are relying on a much broader talent pool of over 10 law fi rms. Most in-house counsel also review their panels regularly, giving newer players the opportunity to source work.Refl ecting the point that it is the individual lawyer that counts,

by far the most important criteria fi rms demand from their external counsel is specifi c legal expertise. A whopping 98% of in-house respondents to ALB China’s survey nominated specifi c legal expertise as essential when outsourcing their work. Dhillon from Total Sports Asia says the sports marketing group looks for specifi c expertise. “If we needed a sports lawyer, we would go to

Do you have a specifi c external legal panel?

How often do you review your panel?

Panel views

11%11% 14% 15%

6%

6%2%

1%

1%

%

25%

61%

39%

How many fi rms are on your legal panel?

61%

30%

7%

1%

1%

No regular review

Yes

No

Every year

Every two years

Every three years

Every four or more years

Companies are starting to see the value of in-house advice, which is the reason they are choosing to keep an increasing amount of legal work under their own roof


43

someone strong in their knowledge of sports law; if it was a labour dispute, we would go to a labour lawyer,” she says.

Private practice? Never again Most in-house lawyers say they would not consider moving into private practice. Though many have cut their teeth as associates, senior associates and even partners at private practice law fi rms, being closer to the heart of a business and giving commercial legal advice – with the added lifestyle advantages – is proving satisfying for most.

“I didn’t really enjoy private practice,” Chia admits. “I wanted to be close to the business, and to contribute to those internal business decisions as a legal practitioner. You don’t see that very much in private practice – you may have a client come to you with a problem or issue, and you send off an opinion, but you would have to be lucky to be intimately involved in a project from start to fi nish,” Chia says.

Dhillon says her eight years in private practice litigation were both “challenging and exhilarating”. But after getting married and having children, she decided to take a break from legal practice and chose to make her second foray into the legal world as an in-house counsel.

“Being younger, I could handle a lot more of that stress. Private practice requires you to be absorbed in your work day and night, and I can’t afford that much time now,” she says.

Meller said life in-house is much more interesting. “I like the commercial decision-making process. I also like the variety; at any time of the day, a client can call, and it could be something familiar, or something totally out of the blue.” ALB

Essential criteria for choosing a law fi rm

Specifi c legal expertise

Turnaround time

Lawyers were asked to rate the importance of the criteria on a scale of 1 to 5 (‘essential’ – ‘totally irrelevant’). The above percentages are the combined portion of respondents that ranked these criteria as either 1 or 2.

Choosing a law fi rm: The key criteria Irrelevant criteria for choosing a law fi rm

The above percentages are the combined portion of respondents that ranked these as criteria 1 or 2 on a scale of 1 to 5 (‘essential’ – ‘totally irrelevant’), and are the least sought after criteria.

30%

31%36% 42%

98%

94%

88%

88%87%

Newsletters and seminars

International offi ce networks/connections

Size of fi rm/department

Regional offi ce networks and connections

General expertise and ability

Understanding of your business

Commerciality

Most in-house lawyers say they wouldn’t consider moving into private practice. Being closer to the heart of a business and giving commercial legal advice is proving satisfying

44

OFFSHORE FIRMS ISSUE 5.4

MARCH 2008 IPO s INVOLVING CHINESE COMPANIES INCORPORATED IN CAYMAN ISLANDS

Transaction Firms involved Jurisdiction Amount (US$m)Evergrande IPO Commerce & Finance, Freshfi elds, King &

Wood, Maples and Calder, Sidley AustinBVI, Cayman Islands, China, Hong Kong SAR, US

5,000

Honghua Group IPO Arculli, Fong & Ng, Latham & Watkins, King & Wood, Appleby, Herbert Smith, Commerce & Finance

Cayman Islands, China, Hong Kong SAR, US

409

Want Want IPO Freshfi elds, Jingtian & Gongcheng, Jun He, Lee & Li, Maples and Calder, O’Melveny & Myers

Cayman Islands, Hong Kong SAR, US

1,048

Xingfa IPO Conyers Dill & Pearman, Guangdong Guangda, Jingtian & Gongcheng, Kirkpatrick & Lockhart Preston Gates Ellis

Cayman Islands, China, Hong Kong SAR, Singapore

58

Source: ALB deals databases

OffshoreThe China angleFollowing a bullish 2007, offshore law fi rms are keeping a close eye on China, with Hong Kong as ‘the gateway to China’ also set to profi t from the attention

Last year an ALB China report inves-tigated how the explosion of growth in Asia was changing the world or-der of offshore legal practice. Approx-

imately half of the companies incorporated in the BVI – by far the largest host of off-shore companies – are Asian-owned. Chi-na, of course, is leading the way and off-shore law fi rms are jostling to make sure they get their piece of the action.

Christopher Bickley, a partner based in the Hong Kong offi ce of Conyers Dill & Pearman, says that while his fi rm caters to any PRC client looking to use an off-

shore vehicle, the bulk of the fi rm’s PRC work comes from clients looking to es-tablish an investment holding company. “Such a company would be owned by the founders of a PRC operating group and private equity investors can make their in-vestments with a view to the holding com-pany eventually being listed,” he says.

“One of the signifi cant opportunities [for offshore fi rms] is providing Cayman and BVI advice to PRC companies raising capi-tal to grow their businesses with a view to listing overseas,” says Christine Chang of Maples and Calder. “So over the past year,

“There are a number of groups which switched offshore prior to the new regulations who are continuing to seek new investors”

CHRISTOPHER BICKLEY, CONYERS

46

OFFSHORE LAW FIRMS ISSUE 5.4

we’ve provided advice to a number of com-panies on their IPOs.”

Bickley says that there has been strong interest among Chinese groups in listing in Hong Kong and the US, using an off-shore company. “We have, however, re-cently seen more interest in other stock markets, particularly London’s AIM, the Tokyo Stock Exchange, the Korean Stock Exchange and KOSDAQ.”

2008 outlook2007 was a strong year for offshore law fi rms. “A lot of fi rms have had their best year ever,” says Michael Gagie of Harney Westwood & Riegels. Gagie nominates banking, structured fi nance, private equi-ty and joint venture work as the areas that have kept his fi rm particularly busy.

The picture so far for 2008 is less clear because of the credit crunch, the continu-ing impact of China imposing restrictions on inbound investment and the capac-ity for PRC companies to adopt offshore structures.

“This year has seen a bit of a slowdown as a result of the new regulations,” says Bickley. “However, there are a number of groups which switched offshore prior to the new regulations being put in place who are continuing to seek new investors.”

Christine Chang says that her fi rm is still busy: “We’re still experiencing numerous deals in various stages of the pipeline. As demand for our services from clients look-ing to invest into the PRC continues, we have been building up our legal teams to handle the fl ow of instructions.”

Michael Gagie says it is a little early to

make a call: “We had a relative-ly quiet Febru-ary, but that was probably due to the traditional-ly slower weeks before and after Chinese New

Year. But business has picked up again over recent weeks.” Gagie says that there is a sense of apprehension in the market about the rest of the year. “Transactions are still proceeding, but the pace of some of those transactions has slowed.” However, he is not expecting any immediate down-turn in foreign investment into China. “On the private equity side, you have a number of funds that have already raised money and now need to invest it, so I think we’ll continue to see plenty of investment and M&A activity in China.” He also notes that in a worsening economy a decline in new investment might be partly compensated by an increase in restructuring existing in-vestments and insolvency work.

Popular offshore jurisdictionsCayman Islands and BVI companies have been popular with foreign investors in-vesting into the PRC and into Chinese en-tities listed overseas, says Chang. “The at-tractions of Cayman and BVI as jurisdic-tions include a well-developed legal sys-tem based on English common law, tax neutrality, no exchange controls, a non-intrusive regulatory system and experi-enced professionals with in-depth knowl-edge of the international capital mar-kets,” she says. These professionals are often based in Hong Kong, a more conve-nient time zone.

And Hong Kong, the largest source of foreign investment into China, may well give the likes of Cayman and BVI a run for their money.

“Hong Kong is still very much the gate-way to China,” says Michael Gagie.

Gagie says that a factor contributing to Hong Kong’s attractiveness is the recent reform to PRC tax laws. “Hong Kong has a double taxation treaty with China and, as of January this year, a Hong Kong company receiving income from a China-based business will now pay a lower rate of withholding tax on that income than if the company was based in a country with-out a double taxation treaty with China.”

“Hong Kong has a double taxation treaty with China and, as of January, a Hong Kong company receiving income from a China-based business will pay a lower rate of withholding tax”

MICHAEL GAGIE, HARNEYS

“One of the signifi cant opportunities [for offshore fi rms] is providing Cayman and BVI advice to PRC companies raising capital to grow their businesses with a view to listing overseas”

CHRISTINE CHANG, MAPLES AND CALDER

Gagie says that this recent change has had, and is likely to continue to have, an impact on the use of offshore vehicles in some investment structures as none of the larger offshore jurisdictions have a double taxation treaty with China. ALB

48

australasian legal business ISSUE 5.10LIVING

A former London lawyer swapped word wars in the courtroom for actual fi st fi ghts, after her boyfriend introduced her to

boxing as a sport.Laura Saperstein, of Morrison Avenue, Tottenham, was a M&A

lawyer with Magic Circle law fi rm Freshfi elds, earning £75,000 a year, before she left law to train full-time at the London Boxing Academy in Tottenham.

That was three years ago – and since then, she has won all 10 of her amateur fi ghts along with the British lightweight amateur championship two years ago.

Surprisingly, the 36-year-old says that she does not miss the law, but admits that there are probably a few female lawyers that would consider her career move a crazy one. ALB

Freshfi elds lawyer bitten by the boxing bug

A Hollywood lawyer recently discovered that having a fi rm handshake is not all it’s cracked up to be.

After attending a court hearing for her husband, Kathy Brewer Rentas, a commercial litigation attorney for a law fi rm in Hollywood, simply asked to shake hands with Assistant US Attorney Jennifer Keene – a move she probably would not have made had she known her own strength.

According to reports, a court security offi cer present at the time said Brewer Rentas shook Keene’s hand so forcefully that the prosecutor’s arm was nearly ripped out of its socket.

The unfortunate lawyer spent a night in jail and then released on $100,000 bail. She was ordered to stay away from Keene and undergo a psychological evaluation to determine if counselling was necessary.

If convicted, Brewer Rentas faces up to a year in prison and could be penalised by the Florida Bar. ALB

Hurtful handshake lands lawyer in jail

www.asianlegalonline.com Sign offwww.asianlegalonline.com Sign offSign offM&A fi nancing leaderboard

Y/E 2007

1

4

3

9

10

8

2

7

6

5

22

21

12

14

201

16

35

19

24

–

Q1 2008

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

Company name Value (US$m)

No. of deals

UBS 222,658 14

Citigroup 221,382 13

Morgan Stanley 218,883 7

Credit Suisse 218,185 6

Merrill Lynch 216,681 7

Lazard 215,815 4

Macquarie Group 214,688 9

JPMorgan 214,361 7

Goldman Sachs 213,998 7

Deutsche Bank 212,134 8

BNP Paribas 211,871 4

Rothschild 211,273 7

HSBC Bank 210,938 2

Gresham Advisory Partners 210,932 2

SG 210,868 1

Lehman Brothers 18,658 6

China International Capital 12,740 1

PricewaterhouseCoopers Corp Fin 6,486 6

Ernst & Young 5,054 8

Dalal and Shah 4,756 1

LEAGUE TABLE OF FINANCIAL ADVISORS TO ASIA-PACIFIC (EX JAPAN) M&A: VALUE

Source: Mergermarket

Diana inquest to bring barristers rich rewards

Barristers fortunate enough to be involved in the infamous ‘Diana inquest’ will not only score themselves some free press,

but are also expected to end up with a cool £5m by the end of the trial, according to recent reports.

The total cost of the case is reportedly set to top £10m, with Harrods owner Mohamed Al Fayed allegedly spending more than £3m on barrister fees for the inquest alone and then some, on barristers representing his Paris hotel The Ritz.

Both teams are said to command a hefty hourly rate of £575 for their work, and as such will be entitled to a sum of more than £675,000 for the duration.

On the government end, lead counsel to the coroner Ian Burnett QC of 1 Temple Gardens, charges an hourly rate of £285, so will fi nish the trial £335,000 richer.

Richard Horwell QC of Cloth Fair Chambers, representing the Metropolitan Police, and Robin Tam QC of 1 Temple Gardens, for MI6 and the Foreign Offi ce, each command £250 an hour and can expect to earn £294,000 for the job. ALB

It seems the chief at Clifford Chance has recently adopted a fairly frugal state of mind. According to reports, Jeremy Sandelson, managing partner

of the fi rm’s London base, recently sent a fi rm-wide e-mail around the offi ce warning staff that taxi costs were spiralling out of control.

The fi rm’s current taxi policy says that taxis can only be takenif working legitimately on fi rm business after 9pmin winter and 10pm in summer, and the costsshould never exceed £60.

Sandelson allegedly said that taxis areoften kept waiting outside the officefor long periods with the metersrunning.

To try to combat the prob-lem, the fi rm has decided tonow monitor the use of taxisand re-examine its taxi ex-penses policy if costs do notdecrease. ALB

Hey big spender

Spanish fi rm Garrigues has become the fi rst national fi rm to break through the quarter billion euro mark, ending this

fi nancial year 16% up on last year with revenues of €259m. The fi rm also recently added 24 associates to its partnership,

with its Madrid offi ce also receiving nine new partners. ALB

Garrigues fi rm fi gures lead the way

ISSUE 5.4

48


A former London lawyer swapped word wars in the courtroom for actual fi st fi ghts, after her boyfriend introduced her to

boxing as a sport.Laura Saperstein, of Morrison Avenue, Tottenham, was a M&A

lawyer with Magic Circle law fi rm Freshfi elds, earning £75,000 a year, before she left law to train full-time at the London Boxing Academy in Tottenham.

That was three years ago – and since then, she has won all 10 of her amateur fi ghts along with the British lightweight amateur championship two years ago.

Surprisingly, the 36-year-old says that she does not miss the law, but admits that there are probably a few female lawyers that would consider her career move a crazy one. ALB

Freshfi elds lawyer bitten by the boxing bug

A Hollywood lawyer recently discovered that having a fi rm handshake is not all it’s cracked up to be.

After attending a court hearing for her husband, Kathy Brewer Rentas, a commercial litigation attorney for a law fi rm in Hollywood, simply asked to shake hands with Assistant US Attorney Jennifer Keene – a move she probably would not have made had she known her own strength.

According to reports, a court security offi cer present at the time said Brewer Rentas shook Keene’s hand so forcefully that the prosecutor’s arm was nearly ripped out of its socket.

The unfortunate lawyer spent a night in jail and then released on $100,000 bail. She was ordered to stay away from Keene and undergo a psychological evaluation to determine if counselling was necessary.

If convicted, Brewer Rentas faces up to a year in prison and could be penalised by the Florida Bar. ALB

Hurtful handshake lands lawyer in jail

www.asianlegalonline.com Sign offwww.asianlegalonline.com Sign offSign offM&A fi nancing leaderboard

Y/E 2007

1

4

3

9

10

8

2

7

6

5

22

21

12

14

201

16

35

19

24

–

Q1 2008

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

Company name Value (US$m)

No. of deals

UBS 222,658 14

Citigroup 221,382 13

Morgan Stanley 218,883 7

Credit Suisse 218,185 6

Merrill Lynch 216,681 7

Lazard 215,815 4

Macquarie Group 214,688 9

JPMorgan 214,361 7

Goldman Sachs 213,998 7

Deutsche Bank 212,134 8

BNP Paribas 211,871 4

Rothschild 211,273 7

HSBC Bank 210,938 2

Gresham Advisory Partners 210,932 2

SG 210,868 1

Lehman Brothers 18,658 6

China International Capital 12,740 1

PricewaterhouseCoopers Corp Fin 6,486 6

Ernst & Young 5,054 8

Dalal and Shah 4,756 1

LEAGUE TABLE OF FINANCIAL ADVISORS TO ASIA-PACIFIC (EX JAPAN) M&A: VALUE

Source: Mergermarket

Diana inquest to bring barristers rich rewards

Barristers fortunate enough to be involved in the infamous ‘Diana inquest’ will not only score themselves some free press,

but are also expected to end up with a cool £5m by the end of the trial, according to recent reports.

The total cost of the case is reportedly set to top £10m, with Harrods owner Mohamed Al Fayed allegedly spending more than £3m on barrister fees for the inquest alone and then some, on barristers representing his Paris hotel The Ritz.

Both teams are said to command a hefty hourly rate of £575 for their work, and as such will be entitled to a sum of more than £675,000 for the duration.

On the government end, lead counsel to the coroner Ian Burnett QC of 1 Temple Gardens, charges an hourly rate of £285, so will fi nish the trial £335,000 richer.

Richard Horwell QC of Cloth Fair Chambers, representing the Metropolitan Police, and Robin Tam QC of 1 Temple Gardens, for MI6 and the Foreign Offi ce, each command £250 an hour and can expect to earn £294,000 for the job. ALB

It seems the chief at Clifford Chance has recently adopted a fairly frugal state of mind. According to reports, Jeremy Sandelson, managing partner

of the fi rm’s London base, recently sent a fi rm-wide e-mail around the offi ce warning staff that taxi costs were spiralling out of control.

The fi rm’s current taxi policy says that taxis can only be taken if working legitimately on fi rm business after 9pm in winter and 10pm in summer, and the costs should never exceed £60.

Sandelson allegedly said that taxis are often kept waiting outside the office for long periods with the meters running.

To try to combat the prob-lem, the fi rm has decided to now monitor the use of taxis and re-examine its taxi ex-penses policy if costs do not decrease. ALB

Hey big spender

Spanish fi rm Garrigues has become the fi rst national fi rm to break through the quarter billion euro mark, ending this

fi nancial year 16% up on last year with revenues of €259m. The fi rm also recently added 24 associates to its partnership,

with its Madrid offi ce also receiving nine new partners. ALB

Garrigues fi rm fi gures lead the way

ISSUE 5.4

www.asianlegalonline.com TAXATION

49

50


china legal business 5.4

Documents