CLB June 2012

E m p l o y E r o f C h o i C E 2 0 1 2 : T h e w i n n e r s r e v e a l e d 2 0 1 2 最佳雇主揭晓

junE2012www.leGalBUsinessOnline.COM

CEnTrAl ArEnA Beijing thrives as the dominant legal hotspot北京领跑全国法律市场

STruGGlinG in ThE STormChoppy waters for China’s shipping industry风急浪高：中国航运业艰难前行

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onE of A KinDThe leaders of King & wood Mallesons open up管理合伙人访谈：金杜万盛的整合之路

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亚洲法律杂志 - 中国版 ChinA

中国十佳成长律所

China’s top growing law firms

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VIP NETWORKINGLUNCHEON SPONSOR

PROUDLY PRESENTED BY

WORKSHOP SPONSORS SPONSORS ALB SUPPORTS

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A special platform for the frank exchange of views, sharing of best practices and formulation of strategies to deal with opportunities in 2012 and beyond. Topics include Private Antitrust Litigation in China, PRC Employment Law, M&A updates and much more. Interact with some of the most active and influential lawyers from around Asia.

For more information, please contact Tracy at +852 3762 3262 or email [email protected]

GET CONNECTED STAY UP-TO-DATE

REUTERS/Wolfgang Rattay

BEIJING 2012IN-HOUSE LEGAL SUMMIT28 NOVEMBER 2012

REUTERS/Robert Galbraith

BJ summit_final.indd 1 26/7/12 11:16 AM

ContEnts 1

Setting standards: Qihoo v Tencent 奇虎诉腾讯案

The Qihoo v Tencent case has been eagerly anticipated by law practitioners to provide a valuable precedent about important procedural details of Chinese aMl judicatory practices, finds liu Zhen

互联网两巨头奇虎360诉腾讯案近日在广东开庭，在最高法院出台最新司法解释之际，业界高度期待此案为中国未来反垄断法司法实践提供重要先例和程序参考。刘蓁报道

Struggling in the storm 航运业风急浪高

Many Chinese shipyards and shipbuilders are barely surviving, with industry watchers forecasting even bleaker times ahead. The crisis is a boon for lawyers, however, serving them with increased disputes, insolvency and M&a work, finds Candice Mak

fEatUrEs

CoVEr storYAlB China fast 10 中国十佳成长律所Year on year, law firms in China are growing at an exponential pace. The dynamism of the domestic market coupled with the international ambitions of clients has driven firms to increase hiring, launch new offices and devise aggressive, but sustainable, long-term strategies. Based on submissions and interviews, ALB has named its 10 fastest growing law firms in China by headcount and revenue growth.

中国律所正在以指数速度成长。伴随国内市场的活跃，以及中国企业“走出去”的潮流，中国律所在人员及分所数量方面迅速扩张，同时也在探索可持续长期发展的战略。在参与调查的律所中，ALB根据人数和收入增长等指标，评选出过去一年的十佳成长律所。

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SponSorED upDATES

— international Tax azure Tax

— shanghai victory legal Group

— singapore loo & Partners

SponSorED profilES

— Yongheng Partners— Guantao— shanghai Young-Ben— shanghai Kai-rong law Firm— dacheng— Zhonglun w&d— Jingtian & Gongcheng— Zhong lun law Firm

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数年的市场低迷仍在持续，中国航运企业挣扎在低谷，码头和造船厂艰难求生，业内人士预期近期前景仍不容乐观。另一方面，危机也为律所带来更多争议，破产及并购机会。Candice Mak报道

one of a kind整合之路

King & wood Mallesons’ global managing partner stuart Fuller and China managing partner wang ling sit down with Candice Mak to discuss the intricacies of running such a unique, hybrid firm

新生的金杜万盛正在改变游戏规则。面对合并之初的千头万绪，全球管理合伙人Stuart Fuller与中国管理合伙人王玲接受本刊专访，探讨融合的管理之道。Candice Mak报道

Beijing regional report: The central arena法律市场北京领跑

Beijing is attracting domestic and international firms, thanks to easier access to policymakers, a closer distance to huge sOe clients, and the largest group of legal talent, writes liu Zhen

由于首都在政府关系，客户资源和人才储备上的优势，外地和国际律所纷纷进京，而北京的领先律所开始迈向国际。刘蓁报道

Employer of Choice 2012 2012最佳雇主

The region’s top law firms are recognised and profiled by Candice Mak for their commitment to providing the best workplace possible for its staff.

2012年为员工提供最好的工作条件和发展机会的最佳雇主名单出炉。Candice Mak报道

VIP NETWORKINGLUNCHEON SPONSOR

PROUDLY PRESENTED BY

WORKSHOP SPONSORS SPONSORS ALB SUPPORTS

WWW.ASIANLEGALBUSINESSEVENTS.COM

A special platform for the frank exchange of views, sharing of best practices and formulation of strategies to deal with opportunities in 2012 and beyond. Topics include Private Antitrust Litigation in China, PRC Employment Law, M&A updates and much more. Interact with some of the most active and influential lawyers from around Asia.

For more information, please contact Tracy at +852 3762 3262 or email [email protected]

GET CONNECTED STAY UP-TO-DATE

REUTERS/Wolfgang Rattay

BEIJING 2012IN-HOUSE LEGAL SUMMIT28 NOVEMBER 2012

REUTERS/Robert Galbraith

BJ summit_final.indd 1 26/7/12 11:16 AM

2 ASIAN LEGAL BUSINESSjune 2012

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THOMSON REUTERSTRUST PRINCIPLES

EDITORIAL 3WWW.LEGALBUSINESSONLINE.COM: @ALB_Magazine : Connect with Asian Legal Business

The exponential growth of many domestic firms in China in recent times is acutely obvious. Particularly in europe and the U.s., Chi-nese firms have been stepping onshore and opening up branches or entering alliances with local firms there. “Globalisation is an ir-resistible trend of law firm development…those who manage to put themselves in position first will occupy the future market,” says Mei Xiangrong, the managing partner of Yingke law Firm. “The expan-sion and merger of firms is the necessary path to that goal.” Other leaders of those on our top 10 fastest growing Chinese law firms list express similar views. with outbound work rising, law firms are fol-lowing their clients overseas. “wherever the Chinese companies go, we go,” says Chen wen, the managing partner of Zhonglun w&d. The numbers are astounding, with revenue growth rates hitting record numbers and headcounts expanding by up to 100 percent in at least one case. King & wood made a massive headline-grabbing move late last year when it announced it would be combining with australian leader, Mallesons stephen Jaques. it became the first (and still is the only one) domestic Chinese firm to merge with an international play-er. These are just a few examples of Chinese law firms’ trajectories – expansions and mergers. in time, their movements will undoubtedly reshape the legal landscape in asia.

fAST TimES for prC firmS

中国律所的成长年代

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众多中国律所的规模和业绩继续显著地呈指数增长。特别是越来越多的事务所已经踏上了欧洲与美国的土地，在国外开设分所或与当地律所结盟。正如盈科律师事务所主任梅向荣所言：“国际化、全球化是律师事务所发展的必然趋势……谁更好地抢占到了先机，谁就占领了未来的市场……律所扩张与整合是实现这一目标的必经之路。”其余入选2012 ALB十佳成长律所的领导也纷纷表示类似观点。随着中国企业“走出去”业务的增长，各事务所也紧随客户的步伐。中伦文德律师事务所主任陈文说：“中国企业走到哪里，我们也要跟到哪里。”今年十家入选律所的增长数据仍然非常亮眼，既有创纪录的收入增长，也有人数翻番的迅速扩张。从去年底消息确认开始，金杜与万盛的合并就一直是各方关注的焦点。这是第一家（也是至今唯一的一家）中国本土律所与国际律所的合并。本期两大主题正是围绕中国律所的成长轨迹——扩张与合并。假以时日，这些动作必将逐渐改变亚洲法律市场的格局。

CAnDiCE mAKnorth Asia regional Editor,Asian Legal BusinessThomson reuters

ASIAN LEGAL BUSINESSJune 2012DEALS4

$7.1 billionm&aAliBABA’S STAKE rEpurChASE from yAhoo! • The largest e-commerce M&a

transaction in history, and the largest M&a transaction ever between a U.s. and Chinese company.

• The second-largest cross border M&a transaction involving a Chinese company in history.

• Yahoo! will receive a consideration of about $7.1 billion from alibaba, composed of at least $6.3 billion in cash proceeds and up to $800 million in newly-issued alibaba preferred stock.

$2.6 billionm&aDAliAn WAnDA’S ACQuiSiTion of AmC EnTErTAinmEnT• dalian wanda Group to buy out

aMC’s current investment group, and additionally invest up to $500 million.

• dalian wanda is one of China’s largest theatre owners and aMC is the world’s largest iMaX theatre owner. Together, they are expected to create the world’s number one cinema operator.

$1.68 billionEqUitYhAiTonG SECuriTiES’ h-ShArE ipo • as the largest iPO to date this year

globally, the issue raised a total of $1.68 billion (hK$ 12.5 billion).

• haitong offered 1,229,400,000 h-shares at hK$ 10.6 per share.

n your monTh AT A GlAnCE

firm jurisdiction Deal name Value($ mln) Deal type

white & Case

China/U.s. alibaba privatisation 3,000 Privatisation

King & wood Mallesons

walkers

Freshfields Bruckhaus deringer

Fangda Partners

Maples and Calder

Skadden, Arps, Slate, meagher & flom

China/u.S. Alibaba stake repurchase from yahoo! 7,100 m&A

Weil, Gotshal & manges

munger, Tolles & olson

Wachtell, lipton, rosen & Katz

freshfields Bruckhaus Deringer

fenwick & West

Clifford Chance hong Kong /China

Ciments Français’ investment in west China Cement

80 M&a

King & wood Mallesonshong Kong/China

China resources Gas, acquisition of aei China 238 M&aallbright

Clifford Chance

Weil, Gotshal & mangesChina/u.S.

Dalian Wanda’s acquisition of AmC Entertainment

2,600 m&ADavis polk & Wardwell

deacons

hong KongFraser and neave, and ascendas’ proposed privatisation

70 PrivatisationKing & wood Mallesons

Conyers dill & Pearman

Clifford Chance

hong Kong/China

haitong Securities’ h-share ipo 1,610 Equitypaul hastings

Grandall

weil, Gotshal & Manges

China/U.s. Ge’s investment in shanghai Xd electric 535 M&askadden, arps, slate,

Meagher & Flom

haiwen & Partners

white & CaseU.s./China iCBC’s acquisition of an

interest in Bea-Usa140 M&a

sullivan & Cromwell

O’Melveny & Myers

U.s./China news Corp investment in Bona Film Group n/a M&asimpson Thacher &

Bartlett

Baker & McKenzie

hong Kong/China

Yanzhou Coal’s bond issuance 1,000 debtFreehills

King & wood Mallesons

05BriEfshOw Can lawYers BeneFiT FrOM The GOvernMenT’s invesTMenT Plans?

“as long as there are investments and projects, lawyers have opportunities to get involved.”

TonG xinGuanghe Law Firm

“From investment to trade, and to rights protection such as intellectual property rights, great opportunities are there.”

Zhu mAoyuAnZhong Lun Law Firm

forum

06.2012

More investment to spur growth

ThE BiG STory

By liu ZhEn

By speeding up investment into infra-structure projects and strategic indus-tries, China is making efforts to keep economic growth at a stable level in

the current sluggish environment. On May 21, the national development and reform Commis-sion (ndrC), China’s central economic planning body, gave the green light to 92 new projects - a number equal to the total approvals it announced in the first 20 days of the month, mostly in the renewable energy sector. Three days later, the Finance Ministry announced it would allocate a total of 97.9 billion yuan ($15.4 billion) to support energy saving and renewable energy projects in 2012 - a 34.5 percent jump compared to 2011.

These were part of a series of growth support measures that the cabinet is taking, including of-fering subsidies to consumers and encouraging more private capital to enter some traditionally state-dominated sectors such as banking and en-ergy. “The heavy investment is certainly aimed at maintaining growth,” says Tong Xin, a found-ing partner of Guanghe law Firm. “China is no stranger to the approach of investment driven growth.”

data from the first four months of 2012 show a year-on-year central government spending growth of 26.2 percent, more than twice the 12.5 percent growth in revenue. This is despite the fact that GdP growth this year is expected to plum-met to a 13-year low. however, ndrC officials say there is little chance of China repeating its mas-sive 2008/2009 stimulus package of four trillion yuan ($628 billion). “The mindset of the govern-ment has changed from the ‘four trillion’ time. it is unlikely to have any actions as huge as that. some of the projects are the continuation of ex-isting plans,” says Zhu Maoyun, a senior partner at Zhong lun law Office.

The construction of already approved proj-ects, such as those in railway, energy saving, rural and western regional infrastructure areas, were explicitly mentioned by Premier wen Jiabao to be hastened. new transportation-related infra-structure projects were also given permission to start feasibility studies in the ndrC plan. “simply relying on investment could only be a makeshift measure, as now China is emphasising the impor-tance of industrial upgrading and growth pattern reform,” says Tong.

Strategic induStrieSseven industries have been listed in China’s 12th

Five-Year Plan to be the focus of development by 2015 in order to ensure economic reform and long-term growth.“The development of new in-dustries is a long process, and would be part of the entire macroeconomic transformation,” says Zhu.

These strategic industries include energy saving and environmental protection, next gen-eration information technology developments, biotech, new energy sources, new industrial ma-terials, advanced equipment manufacturing, and new energy automobile manufacturing sectors. “These industries are high risk and hard to enter,” says Tong. “investment should focus on them to ensure the shift of the economic structure and growth pattern.” But lawyers could always take their share in any kind of investment projects. “Ultimately, all the investment will turn into com-mercial activities. (and) wherever there is com-mercial activity, there is opportunity for lawyers,” says Zhu.

06 BriEfs

“从投资，到交易，到权益保护，例如知识产权相关，这些都是非常好的机会。”

朱茂元中伦律师事务所

“只要有投资，有项目，律师都应该有机会参与其中。”

童新广和律师事务所

06.2012

投资：保增长与促转型本月要闻

刘蓁

近期中国一些系列加快基础建设和战略产业投资的计划，显示出政府在经济放缓的情况下，仍力图保持一

个较平稳的增长。5月21日，国家发改委在一天之内就通过了

92项工程的审批，几乎等于5月前20天批准项目数量的总和，这些工程多集中在可再生能源领域。

三天之后，财政部也宣布，2012年内将总共拨款979亿元（155亿美元）用于支持节能和可再生能源工程，这一数额比2011年增长34.5%。

这些都是国务院先后推出的一系列推动经济增长的政策的一部分。其他的措施还包括为部分消费品提供补贴，鼓励私人资本进入银行，能源等过去被国家垄断的行业等。

“这些密集投资当然还是为了保增长，”广和律师事务所主任童新评论道。“中国对于用投资的方式拉动增长已经是老手了。”

今年前四个月的数据显示，2012年中央政府支出比去年同期增长了26.2%，是其收入涨幅12.5%的两倍多，而普遍预计今年的GDP增速会跌至13年来最低点。但发改委官员表示，再次出台2008/2009年“4万亿”那样的大型经济刺激计划可能性非常小。

“管理层的思路已经调整了，和4万亿的时候情况已经不同。这次像那样大规模投资是不太可能的。有些项目只是过去规划的延续。”中伦

律师事务所合伙人朱茂元说。近日，总理温家宝明确表示，对于已经批准

的工程建设项目，例如铁路，节能减排，农村及西部地区基础设施建设，要继续加快推进。但是，发改委也允许对一些新的交通设施建设开始可能性研究。

“单纯靠基建投资是一种不得已的措施。而且中国目前正在强调产业转型升级，转变增长方式。”童新说。

战略新兴产业在新近的“十二五”规划中，中国提出了七大战略新兴产业，把它们作为到2015年的发展重点，以确保经济转型和长期稳定发展。

“这些新兴产业的培育是一个长期的过程，是十二五期间整个宏观经济转型的一部分。”朱茂元说。

这七大战略新兴产业包括节能环保产业，新一代信息技术产业，生物产业，高端装备制造业，新能源产业，新材料产业，以及新能源汽车产业。

“这些产业风险大，进入也不易，”童新说。“应该加大对它们的投资力度，来推进经济结构和增长方式的转变。”

但是作为律师，在各种投资计划中，都能寻得相应的发展良机。

“这些投资最终都会转换为商业行为。只要是商业行为，律师就有机会。”朱茂元说。

律师业可以在新一轮政府投资计划中赢得多大商机？

业界讨论

BRIEFS 7WWW.LEGALBUSINESSONLINE.COM: @ALB_Magazine : Connect with Asian Legal Business

ALB: how many lawyers does your team consist of, and how does the structure work as a whole?hWS: we currently have two lawyers in the team, supported by two legal/corporate secretarial executives. we support three sGX-Mainboard listed entities. The structure is premised on being “lean and mean” – each professional is expected to multitask effectively, and be nimble enough to manage multifaceted issues across several industries from hospitality, property development and shipping to services. as a general guide, all business, operational, and compliance matters are handled internally. we also project-manage major transactions with selective involvement of external counsel.

ALB: What are the most important qualities someone in your role must possess?hWS: One must be able to communicate effectively across all levels and functions within the organisation. The ability to multitask, prioritise and manage time wisely is also key. another important quality is the ability to manage legal resources in the most efficient and cost effective manner possible. One must know how to best add value by addressing

matters internally, and how to best involve external counsel, if required.

ALB: how would you describe the strategy for the legal team?hWS: we adopt a multidisciplinary, client-focused strategy for service delivery, which cuts across legal support, project/resource management, compliance and regulatory roles. This enables us to customise and deliver our services more effectively and efficiently. For example, in the course of supporting an asset acquisition, we also advise on required approvals and stock exchange disclosure requirements.

ALB: how would you describe your criteria for selecting external counsel?hWS: we make it a point to identify and engage external counsel with specific, proven expertise that suits our specific needs and expectations. we like firms that promptly and efficiently deliver the results we seek. essentially, we look for the “most bang for the buck”.

ALB: What can in-house counsel do to make themselves indispensable?hWS: no one is indispensable. so one must always strive to outperform

expectations and add value to the organisation.

aligning oneself with the business needs of the organisation is one way to do this. Being immersed in a cross functional team environment enables in-house lawyers to better understand the needs of the business and provide better legal risk management solutions.

in addition, the business and regulatory environment is constantly becoming more complex, with ever-increasing time and cost pressures. in-house counsel should provide proactive legal services to support the business in a commercially sensible, timely and cost effective manner.

Beyond that, in-house lawyers should support other areas of the business if possible. For example, lawyers can lend their writing skills to develop press releases, investment collaterals or even website revamps.

ALB: What is the best advice you have ever received?hWS: never assume that what worked in the past will continue to work in the future. never be complacent, and always be on your toes. Openness to fresh perspectives, garnished with a wise dose of humility, always helps.

ALB: 你们团队共有几位律师，如何作为

一个整体协同工作？

hWS: 我们团队目前共有两位律师，并

配备两名法律/公司秘书协助，为三家

在新加坡证交所主板上市的企业提供服

务。团队建构在“小而精”的理念基础

上——要求每个人真正做到“一心多

用”，又快又好地处理涉及酒店管理、

房产开发、航运到物流服务等跨多个行

业的复合型问题。一般情况下，我们

要求所有业务、运营及合规事宜均由内

部处理。但在涉及重大交易的项目管

理中，我们也会有选择地邀请外部律

师参与。

ALB: 要胜任您的角色，哪些素质最为

重要？

hWS: 首先要能与企业内部各个层面和

部门有效沟通。一心多用、统筹协调、

合理分配时间的能力也很关键。还有一

项重要的素质，就是尽可能以最有效和

最经济的方式管理法律资源的能力。你

必须懂得如何以最佳方式在内部解决问

题，必要时又如何最有效地引入外部律

师参与。ALB: 您为法律团队制定了什么样的策

略？

hWS: 我们采用以客户为中心的业务多

元化策略，在法律援助、项目/资源管

理、合规与监管等多个领域提供服务。

采用这项策略，我们就能更有效更快捷

地为客户提供个性化服务。例如，在处

理资产收购的过程中，我们也会就所需

批准及证交所披露要求提出意见。

ALB: 你们在挑选外部律师时设定了什么

样的标准？

hWS: 我们坚持遴选和聘用那些在专攻

领域有所建树且符合我们具体需求和期

望的外部律师。我们的目标是能迅速而

有效地完成既定任务的律所。总的来

说，标准就是“物最美价最优”。

ALB: 内部律师如何将自己塑造成必不可

少的一份子呢？

hWS: 没有谁是必不可少的。所以我们

必须始终努力，做得比预期更好，为企

业增加价值。

要做到这一点，以业务需求为目标

调整自己，不失为一个好方法。融入到

跨部门的团队协作环境中有助于内部律

师更好地了解业务需求，提供更优秀的

法律风险控制方案。

另外，当前的业务和监管环境变得

越来越复杂，时间和成本压力也随之日

益增加。内部律师应当主动提供法律服

务，以商业上合理、及时和经济的方式

支持业务。

除此之外，如有可能，内部律师还

要为业务的其他方面提供支持。例如，

律师可以借助其写作功底为撰写新闻

稿、编制投资材料甚至更新网站出一

臂之力。

ALB: 您得到过的感触最深的忠告是什

么？

hWS:不要指望过去行得通的方法将来

还能行得通。永不自满，保持清醒。以

开放的头脑吐故纳新，并心存适度的谦

卑，总是不会错的。

GC inTErViEW

hon WEi SEnGGeneral Counsel

Stamford Land Corporation Ltd

Singapore Shipping Corporation Ltd

Cougar Logistics Corporation Ltd

云惟胜首席法律顾问

史丹福置地，新加坡船运，美洲狮物流

‘no one is indispensable’

‵没有谁是必不可少的′

**鑫马翻译提供中文译文; The Chinese translation of this story was prepared by Synmax Translation **

ASIAN LEGAL BUSINESSjune 2012LEAGUE TABLES8

ChinA AnnounCED m&A lEGAl rAnKinGS

honG KonG AnnounCED m&A lEGAl rAnKinGS

weil, GOTshal & ManGes

deals: 4 MarKeT share: 14.2

valUe($mln)

(*tie) Based on rank value including net debt of announced M&a deals (excluding withdrawn M&a)

sUllivan & CrOMwell


valUe($mln)


Any ChinESE inVolVEmEnT AnnounCED m&A ACTiViTy - QuArTErly TrEnD

ranK LegaL adViSer VaLue($ MLn)

deaLS MarKet SHare

2 Fangda Partners 9,747.5 4 11.9

3 skadden 8,955.1 7 11.0

4 Freshfields Bruckhaus deringer 8,037.0 4 9.8

5 white & Case 7,135.0 3 8.7

6* Fenwick & west 7,100.0 1 8.7

6* Munger Tolles & Olson 7,100.0 1 8.7

6* O’Melveny & Myers 7,100.0 1 8.7

6* wachtell lipton rosen & Katz 7,100.0 1 8.7

10 Baker & McKenzie 4,627.4 7 5.7

ranK LegaL adViSer VaLue($ MLn)

deaLS MarKet SHare

2 Baker & McKenzie 2,364.7 4 9.3

3 allen & Overy 1,558.0 4 6.1

4 Clifford Chance 1,410.5 10 5.5

5 Freshfields Bruckhaus deringer 1,277.8 2 5.0

6 akin, Gump, strauss, hauer & Feld 637.7 1 2.5

7 Cleary Gottlieb steen & hamilton 623.9 2 2.5

8 linklaters 533.5 2 2.1

9 rajah & Tann 511.0 3 2.0

10 Machado Meyer sendacz & Opice 494.0 1 1.9

ChinA AnnounCED m&A finAnCiAl rAnKinGS

honG KonG AnnounCED m&A finAnCiAl rAnKinGS


MOrGan sTanleY


valUe($mln)


CrediT sUisse

valUe($mln)


ranK financiaL adViSer VaLue($ MLn)

deaLS MarKet SHare

2 Goldman sachs & Co 13,893.2 9 17.0

3 deutsche Bank 10,404.4 7 12.7

4 hsBC holdings PlC 10,282.4 6 12.6

5 UBs 8,865.3 4 10.8

6 allen & Co inc 8,091.3 2 9.9

7 JP Morgan 5,213.0 3 6.4

8 Citi 4,588.2 8 5.6

9 rothschild 4,469.7 3 5.5

10 Morgan stanley 4,030.6 4 4.9

ranK financiaL adViSer VaLue($ MLn)

deaLS MarKet SHare

2 Goldman sachs & Co 5,065.6 6 19.9

3 JP Morgan 4,338.0 5 17.0

4 Moelis & Co 4,278.7 2 16.8

5 standard Chartered 2,292.0 3 9.0

6 Bank of China 2,104.1 1 8.3

7 Macquarie Group 657.1 2 2.6

8 hsBC holdings 533.5 3 2.1

9 Citi 515.0 3 2.0

10 argent Partners 505.0 1 2.0

noTES: league tables, quarterly trend, and deal list are based on the nation of either the target, acquiror, target ultimate parent, or acquiror ultimate parent at the time of the transaction. announced M&a transactions excludes withdrawn deals. deals with undisclosed dollar values are rank eligible but with no corresponding rank value. non-Us dollar denominated transactions are converted to the Us dollar equivalent at the time of announcement of terms. data accurate as of June 12, 2012

15,850.211,638.4

2,441.4 6,464.0

8.3 9.516.6

10.715.7 12.4

17.023.4 21.5 22.6 22.4

46.739.9

83.6

27.536.5

16.7

42.447.7

42.5 42.6 45.7 47.1

72.8

45.1 41.9

54.2

0

200

400

600

800

1,000

1,200

0102030405060708090

1Q 05 3Q 05 1Q 06 3Q 06 1Q 07 3Q 07 1Q 08 3Q 08 1Q 09 3Q 09 1Q 10 3Q 10 1Q 11 3Q 11

No. of Transactions

Rank

Val

ue U

S$ B

illio

n

Rank Value US$ billion

No. of Deals

sponsorED profilE 9WWW.LEGALBUSINESSONLINE.COM: @ALB_Magazine : Connect with Asian Legal Business

YOnGhenG ParTners

永衡昭辉律师事务所地址：南京市珠江路222号长

发科技大厦13层 210018 电话：+86 25 8319 3322 传真：+86 25 8319 1022 电邮：[email protected] 网址 : www.yhpartners.com

Yongheng Partners A: 13/F, Changfa Science &

Technology Building, 222 Zhujiang Road, Nanjing, China, P.C. 210018

T: +86 25 8319 3322 F: +86 25 8319 1022 E: [email protected] W: www.yhpartners.com

王峰, 合伙人

法务外包业务肇始于20世纪80年代的欧美法律服务机构，伴随企业型态的多样化、企业业务的融合性以及商务关

系的复杂化而生。但是，在中国，法务外包业务却并没有伴随着中国经济和企业的飞速发展而在中国的律师事务所服务业务中相应的蓬勃展开。

法务外包业务的核心含义是由公司将其全部或绝大部分的法律事务工作或职能外包出去，交由专业律师团队进行代理服务，即公司突破设立公司法务部门与外部律师对接这一传统模式，而将内部法务部门撤除，将与公司主营业务无关的法律事务委托给专业的法律服务机构和专业法律人士。

永衡昭辉律师事务所依托自身业务的实践以及现有客户的需求，于2011年初成立法务外包项目团队，该项目团队由资深合伙人，高级律师及律师助理以阶梯级的形式构成。作为永衡昭辉一项具有开创性意义的业务模式，永衡昭辉的法务外包团队以上市公司南京医药股份有限公司为首家服务对象，为其自身及遍及全国各地的控股子公司提供全方位全面的法律事务服务。在一年多的时间内，永衡昭辉在迅速完成自身团队的构建的同时，针对南京医药及其在江苏、安徽、辽宁、四川、福建

等各地的子公司的业务流程和实际需求制定了专门的系统服务方案，在提供法律服务的过程中，深度贴近企业，采取驻点服务、预约服务等各种形式以及各种现代沟通手段，灵活且主动的针对各公司的日常法律事务、诉讼法律事务以及非诉讼法律项目的实际情况为公司提供立体的法律服务。

在成功为南京医药股份有限公司及其子公司提供法务外包服务的同时，永衡昭辉法务外包项目团队积极拓展，以专业性、主动性、高效率为立足之本，以针对性的服务方案为服务特色，将该模式的适用对象向上市公司和大中型企业全面推进。现在，永衡昭辉法务外包项目团队的客户已包含医药、电子商务、房地产、制造业等各个行业。未来，永衡昭辉将进一步总结经验，努力完善和提高法务外包服务的内涵和外延，为更多的公司和机构提供这一创造性的法律服务业务。

永衡昭辉开启法务外包业务之门

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BRIEFS10 ASIAN LEGAL BUSINESSjune 2012

in CASE you miSSED iTThis MOnTh’s TOP headlines FrOM WWW.lEGAlBuSinESSonlinE.Com

BAKErS SCorES lEAD rolE in STATE GriD ACQuiSiTion of BrAZiliAn poWEr ASSETSin a transaction valued at $1 billion, state Grid Corporation of China recently acquired seven high voltage electricity transmission assets in Brazil from spain-based construction group, actividades de Construcción y servicios (aCs) and its affiliates.

SinGAporE: Qflp AppliCATion WinDoW opEnS july 1singapore’s Ministry of law has announced that foreign law firms will be able to apply for Qualifying Foreign law Practice licences between July 1 and august 31. This is the second time that such licences are being issued.

nEW ASiA ConSTruCTion hEAD for EVErShEDSeversheds has appointed iain Black, a veteran arbitration and construction lawyer, to head the firm’s asia construction and infrastructure practice. Black will be based in singapore. earlier in his career, he was one of the founding partners of Masons’ singapore office and a senior partner at Masons’ hong Kong office, prior to Masons’ merger with Pinsent in 2004.

jinGTiAn & GonGChEnG forTifiES CorporATE prACTiCE WiTh 2 nEW pArTnErSJingtian & Gongcheng has welcomed daniel lee and Jun liu as its two newest partners. Prior to joining the firm, corporate specialist lee was a counsel at shanghai leaven attorneys-at-law. M&a and private equity specialist liu was a senior associate at Morrison & Foerster before joining Jingtian & Gongcheng.

ASiAn EnErGy hunGEr CoulD BEnEfiT lAW firmSlaw firms in the asia-Pacific region may see a significant benefit as government-linked investment vehicles target energy assets in an effort to supply asian markets. recent deals have seen such funds – sometimes in partnership with private equity firms – invest billions in energy assets.

reUTers/Tim wimborne

GrAnDAll DEBuTS in pAriS; opEnS 3 morE ChinA offiCESGrandall law Firm recently added Paris to its global network, in addition to its domestic expansion in Fuzhou, Xi’an and nanjing. with a total of 13 offices, the Chinese firm now has covered the west and southeast regions on home soil, and has started making inroads into europe.

reUTers/Charles PlatiaureUTers/Mark ralston reUTers/edgar su

BRIEFS 11WWW.LEGALBUSINESSONLINE.COM: @ALB_Magazine : Connect with Asian Legal Business

GUanTaO law FirM

Beijing Headquarter Office A: 17/F, Tower 2, Yingtai Center,

No. 28 Finance Street, Xicheng District, Beijing 100033, China

T: +86 10 6657 8066 F: +86 10 6657 8016 E: [email protected]

Su Bo, Partner

To further improve the system of issue of new shares and reinforce the market constraint mechanism, on april 28,

2012, the China securities regulatory Commission (“CsrC”) promulgated the Guiding Opinions on Further deepening the reform of the new stock issue system (hereinafter referred to as “the Guiding Opinions ”), which has come into force since being published.

Compared to former regulations, the Guiding Opinions has stepped up efforts to improve the disclosure of iPO information. The time for disclosure has been moved up further, so as to gradually achieve the goal that the prospectus will be disclosed as soon as the application is accepted. The Guiding Opinions requires lawyers to completely and objectively reflect the relevant situations and risks of the issuer. To consolidate the truth, accuracy, sufficiency and integrity of the disclosed information, the Guiding Opinions advocates and encourages lawyers to draft the prospectus, which will definitely increase the obligations and responsibilities of lawyers involved in an iPO.

in addition, the Guiding Opinions expand the scope of inquiry and strengthens the supervision of iPO pricing. when the P/e ratio of the iPO enquiry price is 25% higher than the

average P/e ratio of listed companies in the same industry, the issuer shall arrange a board meeting to analyse and discuss the rationality and the risk of the iPO price. The issuer shall publish all the supplementary information (“25% rule”). after comprehensive consideration of the supplementary information, the CsrC can require the issuer and the underwriter to conduct a new enquiry.

To improve the liquidity of shares of newly-listed companies, the limitation of a three-month lock-up period of the off-line allotment has been cancelled. Moreover, to increase the amount of trading the shares of a newly-listed company, the Guiding Opinions stipulate that the original shareholders who have held shares for more than three years before an iPO can transfer part of the original shares to the off-line investors.

Undoubtedly, the Guiding Opinions promote the healthy development of the stock market. it also mentions that based on the overall planning and comprehensive coordination, according to the actual market situation, the CsrC will, in a timely manner, formulate necessary adjustment measures to advance the reform of the new stock issue system.

a BrieF lOOK aT The GUidinG OPiniOns On FUrTher deePeninG The reFOrM OF The new sTOCK issUe sYsTeM

Falling behind?The “Big eight” Japanese technology

companies have had a tough time maintaining their innovative edge over international corporations such as apple, iBM and samsung, which have been rapidly growing their global market share.

Out of the Big eight Japanese outfits, only Mitsubishi and sony have reported market capitalisation growth over the last two decades. while the Big eight’s combined market capitalisation increased by 3.38 percent from 1992 to 2011, those of U.s. giants apple and iBM grew by 5,216 percent and 643 percent respectively.

also, the Big eight’s operating income is far less than its international competitors. For instance, apple saw its operating income skyrocket from about 500 billion yen ($6.3 billion) in 2007 to almost three trillion yen ($37.8 billion) in 2011. although the Big eight’s revenue dipped significantly in 2010 from what it was in 2008, the last year and a half has proved to be somewhat fruitful.

JAPAN’S TECH SECTOR LOSING GROUND

Sources: Thomson Reuters Datastream

Reuters graphic/Catherine Trevethan 24/04/12

Operating income - bln yenMarket cap - % change from 1992 - 2011

Market cap - % change from 1992 - 2011Net Sales/revenue - bln yen

-500

0

500

10001500

2000

25003000

201020001990

0

10000

20000

30000

40000

50000

60000

201020001990

Big 8 Japana) Apple SiemensIBM Samsung

a) Combined company figures NEC, Panasonic, Sony, Fujitsu. Mitsubishi, Toshiba, Sharp & Hitachi

0 2000 4000 6000

Big 8 Japana)

Siemens

Samsung

IBM

Apple

-100 -50 0 50 100 150NEC

SharpHitachiFujitsu

PanasonicToshiba

SonyMitsubishi

3.38

416.36

5216.45

643.02

265.86

ASIAN LEGAL BUSINESSjune 2012APPOINTMENTS12

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ASIAN LEGAL BUSINESSjune 2012AnAlysis: Qihoo v TencenT14

SETTinG STAnDArDSINTERNET GIANTS TENCENT AND QIHOO WENT TO COURT IN GUANGDONG RECENTLY IN CHINA’S FIRST MAjOR LAWSUIT SINCE THE ANTI-MONOPOLY LAW (AML) WAS ENACTED IN 2008. THIS CASE HAS BEEN EAGERLY ANTICIPATED BY PRACTITIONERS TO PROvIDE A vALUABLE PRECEDENT ABOUT IMPORTANT PROCEDURAL DETAILS OF CHINESE AML jUDICATORY PRACTICES, PARTICULARLY WHEN THE NEW jUDICIAL INTERPRETATION OF THE AML TAkES EFFECT ON jUNE 1, FINDS Liu ZHen

On the evening of april 18, an eight-hour long hearing mobbed by 300 listeners at the Civil no 3 Tribunal of the Guangdong high People’s Court was finally brought to an end when the judging panel announced an adjournment.

But the observations and discussions on the proceedings were just about to start.

Tencent holdings, China’s largest instant messaging service pro-vider, was accused of violating the anti-Monopoly law (aMl) of China by Qihoo 360, one of China’s leading anti-virus software companies. This is the first major aMl case since its issuance that could be worth as much as 150 million yuan ($23.8 million) in compensation.

Qihoo claimed that Tencent abused the dominance of its mes-senger product QQ in the instant communications market by forcing consumers to choose between QQ and Qihoo products in november 2010, and bundling QQ safety software with QQ iM software without valid reasons. “Qihoo identified that Tencent committed the follow-ing abusive conducts prohibited by the aMl: exclusive dealing and bundling,” says susan ning, a Beijing-based senior partner at King & wood Mallesons who represented Qihoo.

Tencent, on its part, denied all the accusations by dismissing QQ

as having a dominant position. it argued that Qihoo’s definition of the relevant market in this case was unfounded, and consequently, that Qihoo’s claims of abusive conduct of the dominance of QQ were not valid. “Bundling sales is designed to protect Tencent’s intellectual property rights,” said Xu Yan, one of Tencent’s in-house lawyers, to the China Daily.

although the court did not render any judgment at the hearing, it has been closely followed by aMl practitioners in China. “as a lawyer, i am interested in observing the procedural elements in this case,” says he Jing, a partner at ZY Partners.

reLeVant MarKetThe definition of a “relevant market” was the focus of the court de-bate. Qihoo claimed that the relevant market was mainland China for online instant communication services encompassing integrated text, voice and video services. Tencent argued that there were many other companies providing instant messaging services with significant market shares, and geographically, the user locations of QQ were not limited within mainland China, hence rendering Qihoo’s definition with a lack of validity.

qihoo V tEnCEnt

AnAlysis: Qihoo v TencenT 15WWW.LEGALBUSINESSONLINE.COM: @ALB_Magazine : Connect with Asian Legal Business

SETTinG STAnDArDS

The issue of market definition is only a threshold for the topics listed in this paragraph. logically, after successfully establishing a relevant market, a number of key elements are necessary to be established af-terwards: that QQ has a dominant position in this market, that Tencent had abused that position by engaging in unlawful commercial prac-tices, and that these conducts had resulted in harm. “The definition of the relevant market is certainly a relevant and important issue to be determined in this case, although not necessarily the most impor-tant,” says ninette dodoo, a Beijing-based counsel at Clifford Chance.

as for importance, according to Cathy lin, a Beijing-based partner at haoliwen Partners, each and every one of the elements above was relevant to the result of this case, and the definition of the relevant market would directly determine whether QQ has a dominant position. “if the defendant was identified as not having a dominant position, there would be no need to go on to the following questions,” she says.

even if Tencent is proven to have a dominant position, the remain-ing two steps would be necessary and even more critical, suggests he Jing. “This is because having a dominant position does not necessarily violate the aMl. it is not wrong to have the dominant position. The question is whether the company has abused the advantage to earn

reUTers/Bobby Yip

exclusive interests against the interests of competitors, or to eliminate or restrict competition,” says he Jing.

dodoo adds that the iM market is two-sided, in which the software and the services are basically free to users, but the service providers charge advertisers for profits. such facts put forward challenges to some conventional methods of market definition based on price and substitutability. “Market definition…can be complex in dynamic or two-sided markets such as instant messaging,” she says.

SuBStantiVe eVidencedespite the court dispute and media spotlight on market definition, lawyers were more concerned about the evidence issue, hoping the court would display its standard of proof and approach of processing in a potentially precedent-setting aMl case. Zhang Yan, a senior partner at haoliwen in shanghai, says he was more interested in what kind of proof could be accepted and admitted by the courts. To date, there have been some 60 lawsuits on alleged abusive conducts of dominant position in a market since the implementation of the aMl. But a large number of plaintiffs have failed for the lack of evidence. “in my view, one of the single most important points is the fact that this appears to be the first case where serious economic evidence is before the courts,” says dodoo.“ The use of economic evidence and the presentation of seemingly more evidence; this differs from other cases.”

according to Zhang, both sides will have prepared their third party evidence, but how the court evaluates them is what the lawyers care about most. “we have noticed from cases in the past that the court would examine the sampling and methodology of the figure collection to determine whether to admit a piece of evidence,” he says.

in the context of this case, the court will invariably be asking if dominance, abuse and harm have been established to the requisite degree, suggests dodoo. she believes this particular case could serve as an influential example in the future “if the court sets clear guidelines on the kind of evidence required for, among others, market definition, showing market dominance and abuse, or proving that a particular conduct is not anti-competitive or is objectively justified”.

More specifically, he Jing says, there should be more technical evidence presented to the court in future hearings by both sides - for Tencent to justify its conducts which look like competition-eliminating practices, and for Qihoo to counter such claims. “For example, to prove such conducts were necessary to protect computer system security, or to protect its reasonable business interests, might be Tencent’s key defence. if they could not successfully establish the technical argument, they would be in (a) difficult situation,” he says.

in this case, the extent of the court’s involvement in evidence col-lection is another issue, says Zhang. due to the particularity and the highly technical features of anti-monopoly litigations, lawyers will pay attention to whether the court would proactively investigate and collect relevant evidence according to the Civil Procedural law. They will also note whether the judges would demand both sides to provide huge amounts of technical evidence for experts to analyse.

eXPert WitneSSThe requirements of evidence quality would naturally insist on the demand for external expert witnesses to appear in court, says Zhang. it was interesting to see how the court would evaluate the experts’ testimonies and make decisions on them, he adds. in this case, Qihoo employed British competition economist david stallibrass, a con-sultant with rBB economics, while Tencent hired top China internet researcher, Professor Jiang Qiping of the China academy of social sciences (Cass).

The procedure for the court was praised by stallibrass as “profes-

ASIAN LEGAL BUSINESSjune 2012AnAlysis: Qihoo v TencenT16

“WE NEEDED TO WAIT FOR THE (CHINA) MARkET’S UNDERSTANDING OF OFFSHORE TO BE SOPHISTICATED AND MATURE ENOUGH TO jUSTIFY US OPENING UP A PHYSICAL PRESENCE THERE, BECAUSE IT WOULD NEED THAT TYPE OF vOLUME OF WORk IN ORDER FOR US TO BE THERE.” Frances woo, appleby

sional, well organised, and well structured”. The economist says that “if Chinese courts adopt a broad rule of reason approach to determe whether conduct is illegal under the aMl, then i would hope that they also encour-age both plaintiffs and defendants to provide expert evidence. This can assist the court in determining what are likely to be difficult questions that are often economic in nature”.

such questions, suggests he Jing, are included in the calculation of compensation. he expresses his concerns on how the court would work out an amount of compensation. “how would economic analysis be introduced in? (and) how would the experts quantify the proportion and the damage in their tes-timony?”

To assist the judges’ deliberations and at the expense of the litigating parties, it might also be possible for courts to appoint their own independent expert, stallibrass says. he Jing adds that there should be a mecha-nism for all the experts to be engaged in wider cross examination. “Could the experts representing the companies again challenge the conclusion of the court’s experts? Could this process be more open and transparent?” he asks.

JudiciaL interPretation and tHe Burden of ProofThe difficulty to produce sufficient evidence has proven to be a significant barrier for most of the plaintiffs in previous aMl cases, and their lawyers have complained that compared to the dominant enterprises, the plaintiffs were always in a disadvantaged position to meet the burden of proof. Thus, it was impor-tant to observe how the court assesses the burden of proof - particularly in light of the recent judicial interpretation by the supreme People’s Court (sPC) on antitrust-related private litigation, according to dodoo.

in May, China’s supreme People’s Court issued a Judicial interpretation (Ji), “rules on several issues related to law application concerning adjudication of Civil disputes arising from Monopolistic activities”, which came into effect on June 1. according to he, this Ji intends to address the problem through the allocation of the burden of proof and rebuttable presumptions.

article 7 of the Ji, which shifts the burden of proof to the defendant in cases where horizontal agreements are alleged to have obvious effects on limiting or excluding com-petition, was regarded as a favourable rule for plaintiffs. article 9, meanwhile, provides re-buttable presumptions. The court may make a finding based on the market structure and competition that a defendant has a dominant

market position, where the defendant is a public utility enterprise or an enterprise having an exclusive market position permitted by law. however, the burden of proof falls on the plaintiff who is asserting that the defendant has abused its market position. according to article 8 of the Ji, it is reversed to the defendant on any defence of justification. “For the first time, the Chinese courts will now have official procedural rules specific to anti-monopoly litigations,” he Jing comments.

Other provisions of the Ji include that plaintiffs can use any in-formation publicly disclosed by the defendant as the evidence of the defendant’s dominant market position. “The judicial interpretation adds to the weight of such evidence, and gives the court the ground to make a decision based on such evidence. we expect that going forward, companies with market power may become more cautious when they disclose to the public figures in relation to their market power or market share,” says ning.

But the Ji puts a special focus on the protection of confidential material; for example, evidence can only be presented to lawyers. This is in line with common international practice to reduce the par-ties’ concerns, says he Jing. The Ji sets forth a variety of procedural and substantive rules for anti-monopoly lawsuits, and has laid out a basic framework for private anti-monopoly actions in China. The Qihoo-Tencent case, which coincided with the release of the Ji, is expected to renew interest in litigation. “if successful, the case would likely spur antitrust litigation in China,” says dodoo.

aML Practicelawyers observing this case prefer to see a judgment in this case instead of a settlement, as the court’s ruling will likely set an impor-tant precedent in China.“ For the court, it is challenging and stress-ful, as much as it is interesting. For us lawyers, it is an unusual and valuable case,” says he Jing.

Up until now, the limited number of anti-monopoly litigation cases that have gone to court has hindered the creation of a clear procedural method, in contrast to the fact that the largest number of concentra-tion cases was processed by the Ministry of Commerce (Mofcom) and resulted in a set of methodologies to determine similar issues like market definition and dominance, suggests lin. as this case could be the first substantive assessment of the aMl by the courts, accord-ing to dodoo, the court’s approach to market definition in two-sided markets and dominance analyses, and its evaluation of competition effects would be significant.“ The case will set an important precedent in terms of the court’s approach to evidence, expert witnesses, burden of proof, standard of proof, and how they interpret certain articles under the aMl,” she says.

Particularly, being virtual and innovative, there are a lot of grey areas in terms of laws and regulations for the internet industry, adds lin. The court might also take different approaches from those per-taining to traditional industries.

although the outcome of the case on China’s internet industry may ultimately depend on the findings in the judgment – for example in relation to market definition and abuse, and for companies, the case may clarify the kinds of commercial practices that are or are not lawful under the aMl, says dodoo. “it will also increase the iT companies’ awareness of aMl compliance, and provide a positive guidance for their daily operation,” says lin.

“we hope it could leave a useful example, procedurally and prac-tically, to significantly enrich China’s anti-monopoly legal practices. Making clear the problems would be beneficial for the improvement of the judicial system, and the amendment of the aMl with useful experiences for the future,” says he Jing.

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近日，随着中国海关对进出口商品的关税的稽查工作进一步加强，越来越多因进出口商品归类引发争议的案

件浮出水面。很多进出口企业，尤其是外商投资企业，在收到中国海关稽查通知书时，常常会疑惑甚至愤怒，我们已经按照法律程序进行了申报，也聘请了专业的报关公司，为什么还会发生这种情况呢？进而企业会感到手足无措。那么，该如何避免此类案件的发生，并加以应对呢？本文将为您提供行之有效的法律建议。

首先，我们需要大致了解商品归类争议的原因。《中华人民共和国海关法》将为海关管理的不同目的而对进出口货物进行的归类统一称为商品归类。对于企业层面来说，商品归类最大的意义在于商品在被归类的同时，也确定了该商品的进出口关税税率。中国作为《商品名称及编码协调制度的国际公约》的缔约国，商品归类将严格按照上述公约的基本原则执行。当然，中国也制定了更具操作性的《中华人民共和国海关进出口税则》对各类商品的归类进行限定。那么，既然存在统一的归类标准，为何商品归类争议屡有发生呢？我们认为其主要原因在于：1.《税则》的概括性与商品的多样性之间矛盾。《税则》例举商品分类只可能是大致的，并不可能对每一种商品都进行具体描述并一一列明；2.《税则》的滞后性与产品创新之间的矛盾。而当今世界创新产品不断涌现，而《税则》不可能随着新产品的出现而进行更改，或随即创立新的归类；3.海关与企业立场背景不同造成的矛盾。在对商品进行归类时，海关工作人员在作归类审查时往往是从规则出发，而进出口企业的立场则不同，往往会从行业或技术的角度出发，来理解税则结构和目录的规定。

接着，我们再来谈谈如何避免和应对商品归类争议。为了让企业能够对号入座，我们将争议情况分为以下三种加以讨论。

如果企业将要进出口商品，且未进行归类。我们的建议是，首先企业应在专业报关代理人的配合下，慎重确定进出口商品的归类。需提醒和强调的是，虽然报关代理人进行专业的培训，但企业对商品的性质功能上更加清楚，况且在法律上承担相应责任的是企业本身，企业更应该对商品归类加以重视。其次，如果一时无法确定商品归类的，可寻找海关总署公布的相同商品的归类决定加以确定。因为根据相关法律规定，“进出口相同货物，应当适用相同的商品归类决定”，且“商品归类决定由海关总署对外公布”。再次，企业在搜寻相关归类决定后，仍发现无法确定商品归类的，企业便应该按照《中华人民共和国海关进出口货物商品归类管理规定》在商品实际进出口的四十五（45）日前向直属海关申请就其拟进出口的货物预先进行商品归类。此点在避免商品归类争议中至关重要。如果企业根据海关归类部门出具的《归类决定书》据实申报商品归类的，即使《归类决定书》存在错误，那么对于企业来说至少不会构成违反海关监管的违法行为，更不会构成犯罪。

如果争议已经产生，企业不能接受海关部门对商品预归类或归类认定，企业应该如何应对？首先，企业可以根据2007年第51号《中华人民共和国海关总署公告》的规定，与海关进行磋商程序。当然，海关在对申请材料进行审核后，认为有必要进行磋商的，就会通知申请人进行磋商。对于不需要进行磋商的，应当告知当事人拒绝磋商之理由。其次，企业也可以就某一确定商品归类的具体行政行为直接提起行政复议。复议也就是要去行政部门对归类结果再次进行审核。再次，企业

如果对行政复议的结果仍然不能接受的，可向具有管辖权的人民法院起诉。

如果海关对企业以前商品归类进行稽查，企业又应该如何应对呢？首先，企业应该积极配合海关调查，按照事实如实向海关反映情况。非常重要的是，企业应将当时归类的理由表述充分，极力避免给海关稽查人员造成企业为少缴或不缴关税而进行先前归类的印象。因为一旦海关稽查人员发现企业是为了逃避关税而进行归类的话，此案件的性质就可能由行政案件转变为刑事案件，案件也可能从稽查部门转到缉私部门办理。其次，企业出于更好维护自身权益的考虑，应该聘请专业法律人士参与调查，而且参与的时间点越早越好。笔者曾遇到中途接手此类案件的情况，当时查阅笔录时发现企业人员已经供述了对己方非常不利的证词，最后由此得到对企业极为不利的处罚结果。再次，如海关对企业下达行政处罚书，企业还可以通过行政复议或行政诉讼的途径维护自身的合法权益。

以上就是我们对归类争议在不同时间阶段所提一些建议。当然，这些建议不可能涵盖商品归类争议的所有情况，当然也不可能要求企业在遇到此类争议时完全按照本文叙述的方法步骤处理。而且，鉴于在文中所述的行政复议或行政诉讼都是比较复杂且具专业性的，故在叙述时无法展开细致的描述，建议企业在进行上述程序时应委托专业法律人士处理。我们认为，如果各位朋友在阅读本文后能够得到一些处理此类争议的思路，我们的撰写本文的目的便达到了。

最后，我们想提醒各位的是，即使您发现海关的《税则》某个条目归类及税率非常不合理，在现行法律体系下最明智的做法是先按照现行的《税则》操作，然后向行业协会、主管部门、海关门户网站等多种途径向海关提出商品归类及所适用税率的意见，期望政府部门在下年的《税则》中对此问题有所改变。

如何避免和应对因进出口商品归类引发的争议

ASIAN LEGAL BUSINESSjune 2012Shipping18

STruGGlinG in ThE STorm

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STruGGlinG in ThE STormCHINESE SHIPPING FIRMS CONTINUE TO SLOG THROUGH A DOWNTURN THAT HAS ALREADY LASTED SEvERAL YEARS. MANY SHIPYARDS AND SHIPBUILDERS ARE BARELY SURvIvING, WITH INDUSTRY WATCHERS FORECASTING EvEN BLEAkER TIMES AHEAD. THE CRISIS IS A BOON FOR LAWYERS, HOWEvER, SERvING THEM WITH INCREASED DISPUTES, INSOLvENCY AND M&A WORk, FINDS candice MaK

Opportunities are drying up for those in China’s shipping industry. Fast. Mervyn Chan, a partner at PrC-based firm wintell & Co says:

“since last year, Chinese container shipments have experienced some issues, mainly due to ship overcapacity and decreasing freight volumes. Combined with a depressed global economic environment, there is more pres-sure on the profitability of shipping com-panies.” resident partner of Clyde & Co’s shanghai office, ik wei Chong, puts it more matter-of-factly: “The shipping market is in quite a dire state, and it will continue for an-other two to three years.” shipping analysts repeat the same bleak refrain - that China’s shipbuilding industry is experiencing a severe downturn due to a global shipping market slump and supply glut.

On May 2, reuters reported that 2012 marks the fourth year of one of the worst downturns to afflict the global shipping industry. hundreds of small to mid-sized shipyards are teetering on the brink of bankruptcy, as foreign orders dwindle and domestic lenders slash credit. new orders to Chinese shipyards tumbled 52 per-cent last year to 36.22 million deadweight tonnes, according to the China association of national shipbuilding industry. additionally, in January and February, new orders were down about 40 percent year-on-year.

This “in the doldrums” times has led to a steady diet of work for legal practitioners in the shipping sector. The dispute resolution practice is typically countercyclical. so law-yers in this field have found themselves quite busy in recent months with more charterparty disputes and other litigations stemming from

reUTers/Carlos Barria

contract cancellations and defaults. M&as are also on the rise as the shipyard and shipbuilder markets consolidate, with larger, more financially strong players able to buy out cash-strapped ones. “in a crisis, there is still value in the market,” says Chong. “The sale and purchase of second-hand ships is on the rebound.” Chen agrees that now “is the time for shipping companies that have financial support to go bottom fishing”.

a final area that has witnessed an upsurge is that of restructuring and insolvency. a number of large shipping companies around the world have declared bankruptcy or are undergoing restructuring, including Japan’s sanko steamship – which initiated an out-of-court settlement with creditors in March. This is being emulated in China’s shores. “at present, shipyards in the domestic provinces of Jiangsu and Zhejiang are experiencing a tidal wave of bankruptcies,” says Chen. lawyers who spoke to ALB predict these three trends to continue for the next 12 months at least.

—

“The building of this ship is almost done, and we do not expect to have any new jobs soon,” said Zhang, a welder who asked to be identified by one name, to reuters. he works at China’s privately owned Qiligang shipbuilding Co Barring a miracle, the 50-year-old will soon join the thousands of unemployed shipbuilders who have fallen victim to the end of China’s maritime boom and the long-awaited consolidation of its more than 1,600 shipbuilding companies. “we used to work 30 days a month, but now we work only 10 to 20 days because not many ships are being built. Many workers have moved on to other jobs,” said Zhang.

Qiligang shipbuilding is one of several troubled firms in the eastern coastal province of Zhejiang, the world’s largest manufacturing base for small to medium-sized dry docks. according to local media, around 80 percent of shipyards in Zhejiang have either suspended production or are operating at half their capacity.

“The grass is growing high in many yards that have closed due to a lack of orders,” said Zhang shouguo, the secretary general of the industry group called the China shipowners’ association. “This is just the beginning of the woes for shipbuilders, and the worst has yet to come.”


To survive and keep some of the sector’s 400,000 workers em-ployed, shipyards must turn to less lucrative businesses such as leasing vessels, real estate or, in the worst case, tearing apart the ships they once used to build, industry experts say. “shipbuilding is a very cyclical industry and those who can maintain strength, com-plete structural restructuring and transform will be a major force after the recovery,” said Zhang Yao, spokesman for singapore-listed Yangzijiang shipbuilding, one of China’s largest vessel building firms. “For others without flexibility to deal with the market changes, dor-mancy may be their best choice. eventually, more than 30 percent of existing shipbuilders will disappear.”

his forecast is relatively optimistic compared to the view of other industry officials. Tan Zuojun, head of the government-owned China state shipbuilding Corp, told local media in February that he believed 50 percent of domestic shipyards would go bankrupt in the next two to three years.

MaritiMe receSSionThe shipping industry has yet to recover from being mauled by the 2008 global financial crisis, which triggered what the international Monetary Fund called the “Great Trade Collapse”. The Baltic dry index, the benchmark for the freight market and an indicator of global economic activity, plummeted by more than 94 percent in 2008 from a record high of 11,793 points. in the first week of May this year, it was trading above 1,100.

during a maritime recession, shipbuilding is usually the first and the hardest hit sector as global ship owners delay or cancel orders for new vessels to save capital reserves. But in China, the world’s biggest shipbuilder by volume, government intervention helped the industry defy the norm.

debt-laden shipyards that otherwise should have gone bust were allowed to stay afloat thanks to easy credit, which stemmed from government efforts to bolster foreign exchange reserves to protect the economy from the crisis. lending to the overall shipping industry shot up more than 500 percent year-on-year to nearly $4 billion in 2008, according to loan market information service Thomson reuters lPC. “when Chinese shipyards have new orders, the buyers must bring foreign currency into China since the shipping contracts are in U.s. dollars,” said lam Pak ho, a hong Kong-based senior manager at the Bank of China.

The huge expansion in Chinese shipyards, which currently hold about half the world’s new ship orders, helped create a glut of low-tech vessels that has kept freight rates low and prolonged the agony for ship owners across the globe. as these foreign firms struggle, orders have declined and financing has become problematic, prompting Beijing to turn its back on what has now become an unprofitable business.

Credit has also dried up as the government tries to cool the economy, falling more than 87 percent from 2008 to around $501 million last year. new orders to Chinese shipyards tumbled 52 percent last year to 36.22 million deadweight tonnes, according to the China association of national shipbuilding industry. This year, new orders were down by about 40 percent year-on-year in January and February.

SurViVaL of tHe fitteSt despite such dismal times, not all of China’s shipyards are heading into the red. as seen in all financial crises, there is a flight to quality and the separation between the strongest and the weaker players is hardly subtle. Only the largest Chinese shipyards such as the state-owned China state shipbuilding Corp (CssC), China shipbuilding industry Corp (CsiC), and private companies China rongsheng heavy industries and Yangzijiang shipbuilding, are expected to survive this round of consolidation. “These are big com-panies, so they can muscle and weather any storm. it is those small and medium ones that will suffer,” says Chong. This division is favourable, he believes, in that once the more anemic players are out of the picture, those remaining in the market will be financially sound and able to build better ships. in the government’s five-year economic forecast, China’s 10 largest shipbuilders are expected to hold at least 70 percent of the domestic market by the end of 2015, compared to less than 50 percent in 2010.

demonstrating the viability of the stron-gest companies, two Chinese shipyards de-livered the first of 12 supertankers to iranian oil shipping operator niTC in early May. The 12 vessels were commissioned at the waigaoqiao shipbuilding Co, a unit of China CssC holdings based in the financial hub of shanghai, and at the dalian shipbuilding industry Co, which is based in the north-eastern port of dalian. each builder won an order for six vessels, with the total order being financed mostly by China’s export and import Bank, officials said. reuters reported on april 13 that another seven very large crude carriers (vlCCs) are scheduled for delivery by the end of this year from the two Chinese shipyards. The remaining four are expected to be commissioned by the end of 2013 in a total contract worth $1.2 billion, industry executives said.

—

a recent exacerbation to Chinese shipbuild-ers came to light in early May, when reuters reported that Brazilian iron ore producer, vale, had stopped hiring vessels from some Chinese shipping firms. it did so in retalia-tion to Beijing’s efforts to keep the miner’s huge ships out of the country, said traders and industry sources. The ships – known as valemaxes – have as much as double or more of the capacity of many older capesize vessels. They are longer and wider than three soccer or U.s. football fields laid end to end, and can carry up to 400,000 tonnes of cargo.

“THE SHIPBUILDING INDUSTRY IN 2013 WILL BE EvEN WORSE. MARITIME MARkET PLAYERS MUST ADAPT THEIR ACTIvITIES TO BECOME STRONGER AND MORE RESISTANT.” mErVyn ChEn, wintell & Co

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shanGhai Kai-rOnG law FirM

Shanghai kai-Rong Law Firm A: Suite 2206-07, Golden

Magnolia Plaza, No. 1 Da Pu Road, Shanghai 200023


Mr. Yu-Lai Jin, Managing Partner

as one of the leading shipping firms in China, the maritime practice of shanghai Kai-rong law

Firm has been one of the core practice areas since its establishment in 1998. its managing and founding partner, Jin Yu-lai, has over 25 years of experience in the area. he and partner rao Yi lead a team consisting of dedicated lawyers, as well as consultants who have worked in relevant government departments and Maritime Courts before, giving the firm the depth of expertise that few other law firms can match.

Combining extensive experience in shipping with its highly regarded insurance and litigation practices, the firm regularly acts on various maritime dispute cases relating to everything from the right of subrogation, carriage of goods by sea, forwarding business, shipping agency, charter party, ship construction and repair, as well as disputes arising from general average, collision, salvage and towage.

The firm’s multi-disciplinary offering also means that it can advise on commercial matters at the request of clients, making it a go-to choice for all types of players in shipping circles. These including international shipping companies, international forwarding companies, shipbuilders, ship repairer and storage companies. some of the names on its vast array of clientèle include CTs international Transportation, agility logistics (shanghai), scan logistics, OnTime express (shanghai), Great richwell international logistics (shanghai), sinotrans Container lines, and huarun dadong dockyard. it is worth noting that Kai-rong was a finalist for the shipping law Firm of the Year award in 2012 at the alB China law awards, and it has been a finalist in the insurance law firm category since 2003 – proof of recognition of its market-leading practices.

The firm strives to provide the best legal advice and service to its clients and is willing to go the extra mile, as seen from its representation of an insurance client in a dispute arising from collision. when the client faced the threat of ship arrest and could not obtain the indemnity from the re-insurance company in time, the firm provided the letter of indemnity on behalf of the client and managed to halve the compensation from Us$600,000 to Us$300,000.

The firm predicts that more maritime disputes are expected in the coming year. “The shipping market is not very healthy at the moment, and it is not going to pick up anytime in the near future. There is also the problem of excess transport capacity which leads to hostile competition and a massive number of disputes as a result,” Jin explains. “shipping lawyers will have to help companies to settle disputes by litigation or negotiation to protect the interests of clients.”

Kai-rong is well-positioned to tap into the increase in contentious cases under the leadership of Jin, the managing and founding partner. he holds many prominent legal titles in this area. For example, he is the director of the China Maritime law association and an arbitrator for both the China Maritime arbitration Commission and singapore Maritime arbitration Centre. his experience in all phases of complex litigation, non-litigation and arbitration is highly valuable to the firm’s clients.

Two other recent highlights further demonstrate the Kai-rong’s flair in handling maritime litigations. One case saw the firm successfully recover Us$15 million for a shipbuilder in shanghai when a shipowner did not pay the remaining balance after the client had repaired three ships. The matter was complicated by the fact that the ships were registered in libya where it is easy to change ship ownership and making it difficult for ship arrest, and that the indemnity provided by the shipowner had flaws in its clauses.

in another case, Kai-rong advised Ping an shanghai in their filing of a claim arising out of the losses of 86 containers and damages of 24 containers by a carrier. although the carrier argued that the case was beyond the limitation of action, the accident was caused by the weather change and defect of the twist locks, and whether Ping an shanghai had the right of subrogation. The shanghai Maritime Court ruled that the carrier was responsible for the losses and the judgement was upheld by shanghai higher People’s Court.

another development in the shipping market that the firm expects to see is the need for restructuring among companies. “The first thing the industry and its related businesses have to consider is how they can survive the market depression. This will give them a chance to adjust their internal structures to increase efficiency,” says rao. This would require more diversity in the work offered by firms and Kai-rong is again in the position to assist their clients as iP, employment, international trade, bank finance and corporate and commerce are some other strengths of the five-partner law firm.

The wealth of experience in the maritime sector, professional legal advice, a client-focused approach and a full-service offering makes Kai-rong an ideal partner with shipping industry players at home and abroad. looking ahead in the next 12 months, the firm is determined to continue growing its high-quality client base in China and expand its business with overseas shipping companies, insurance companies, protection and indemnity associations, and law firms.

ParTnerinG wiTh MariTiMe PlaYers

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vital issue. The Provision lists the criteria for identifying an agency contract: - the nature of the rights and obligations agreed in the written contract;- the name and method of remuneration charged by the freight forwarding company;- the types of invoices (freighter forwarding business invoice and sea transportation invoice are assorted in China); - items charged(e.g. agency service fee or sea freight);- former transaction practices; and- the specific circumstances of performance of the contract between the parties.

5. in the circumstances below, the freight forwarding company shall be identified as (contractual) carrier, with the greater responsibilities and liabilities of a carrier: (a) when dealing with sea freight forwarding affairs, the freight forwarding company issues bills of lading, sea waybill or other transport document in its own name;(B) The freight forwarding company issues the bills of lading, sea waybill or other transport document in the name of the carrier, but it fails to prove that it has obtained power of authority from the carrier.

6. if the parties agreed the freight forwarding company to delegate its authority to a third party, and the freight forwarding company claims such an agreement of subagency, it shall be supported by the court. in the event that there is no such an agreement of subagency, the forwarding company or the third party alleging that the principal is aware of the delegation of authority without expressive opposition, therefore it advocates the consent of the principal to delegate, this claim shall not be supported, unless the doings of the principal obviously shows its agreement of subagency.

7. The Provision adopts the principle of apparent agency regulated by article 49 of the Contract law. it reads: “according to the customs of trade between both sides, one party has reasonable grounds to believe that the actor has the power of authority to represent the other party to enter into the sea freight forwarding contract, if this party claims the establishment of the agency contract, this claim shall be supported.”

8. The Provisions supports the freight forwarding company to exercise a lien on the relevant trading documents against the remuneration but, as a prerequisite, the lien clause must be expressly agreed in the contract. in the event that the contract fails to contain such a lien clause or the clause is ambiguous, the court shall made decision in favor of the freight forwarding company, except on the bills of lading, sea waybill and other transport documents.

9. The Maritime Code sorted the shippers as two categories: the party that concluded the contract of carriage of goods by sea and the party that actually

litigation of sea freight forwarding disputes has been always a controversial area, many landmark cases

have been determined in the last two decades. almost all participants in the value chain - including shippers, freight forwarders, B/l holders, sea carriers and their agents, bankers, port operators and even warehouse owners - have been involved in a wide variety of maritime cases.

in the past few years, the supreme People’s Court has been striving to gather and organize views from stakeholders including the maritime courts, freight forwarding practitioners, importer & exporters, scholars and lawyers.

in the interim, the shanghai high Court (with its particular regional experience) released ‘The answers on the trial of the freight forwarding contract disputes (Q & A Series 1-5)’, which serves as a guideline within shanghai Maritime court and its appellate court shanghai high court. some opinions of this Q & a series have invoked by judges, however, the series is a guide only and just reflects the dominant opinions and trial practice in the shanghai courts, without mandatory power.

On March 20, 2012, The supreme People’s Court of China promulgated ‘Provisions of the Supreme People’s Court on the trial of the sea freight forwarding disputes’ (‘the Provisions’) ,which came into force on May 1, 2012. The main points addressed are:

1. The Provisions are made under the ‘General Principles of Civil law of the People’s republic of China’, the ‘Contract law’, the ‘Maritime Code’, the ‘Civil Procedure law’ and the ‘special Maritime Procedure law’, as well as other relevant laws, regulations, and also combined with trial experiences.

2. The Provision apply to disputes arising from business under which a freight forwarding company accepts a mandate from principals concerning the following services:(a) to provide booking, customs declaration, inspection, insurance services;(B) to pack goods, monitoring loading and unloading, container stuffing and unstuffing, bulk breaking, transit services;(c) to prepare and deliver of relevant documents, the freight settlement;(d) warehousing, land transport services;(e) dealing with other sea freight forwarding agency affairs.

3. The court shall identify the nature of the case and apply different laws according to the different legal relationship reflected in the case, such as agency, transportation and warehousing relationships.

4. a freight forwarder is normally characterized as agent whose liability and obligations are much less than those of a carrier under Chinese law. distinguishing between the forwarder as an agent or a (contractual) carrier is a

daChenG law OFFiCes

The sUPreMe PeOPle’s COUrT OF China PrOMUlGaTes new PrOvisiOns GOverninG FreiGhT FOrwardinG disPUTes

A: Dacheng Law Offices 5F, Guohua Plaza, 3

Dongzhimennan Avenue, Beijing

T: +86-10-58137108 E: yingbo.wang@dachenglaw.

com W: www.dachenglaw.com

yingbo Wang, Senior Partner


daChenG law OFFiCes

delivers the goods to the carrier. Provisions created a new names- ‘contractual shipper’ which refers to the first category, while ‘actual shipper’ means the second category. where that the freight forwarding company accepts the contractual shipper’s trust to book space and meanwhile accepts the actual shipper’s trust to ship goods to the carrier, the freight forwarding company shall handover the bills of lading, sea waybill or other transportation documents to the actual shipper upon request. Otherwise the court shall decide in favor of the actual shipper.

10. The doctrine of limited strict liability is adopted by the Provisions. if the principal claims for damage to or loss of goods caused by the freight forwarding company during its performance of agency, the claim shall be held out, unless the freight forwarding company can prove it’s not at fault.

11. Under the international Maritime regulations of The People’s republic of China, the specimen bills of lading of domestic and foreign nvOCC must be filed mandatorily in the transport administrative authorities with an amount of security for compensation. The Provision holds the freight forwarding company liable for losses to the principal if the freight forwarding company fails to exercise its due diligence to check the bills of lading filing records and

conclude a contract with the disqualified nvOCC. 12. The freight forwarding company shall be liable jointly and severally with the disqualified nvOCC for losses suffered by the cargo interests if the freight forwarding company acts as agent to issue such non-filed bills of lading. however, the freight forwarding company is entitled to recover its damages from the disqualified nOvCC.

13. The Provisions do not apply to the disputes concerning the coast transportation (shot-sea shipping) or to inland water transportation.

14. The Provisions apply to the cases undergoing in the proceedings of the first instance and appellate instance, but not to the retrial proceedings on an enforceable judgment.

in summary, the freight forwarding industry has been re-regulated by the Provisions, and all forwarders should check with transportation counsel to ensure they understand their new obligations and liabilities, and that they comply with the Provisions new formal and practical requirements in their dealings with shippers, carriers, and nvOCCs.

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vale sells around 40 percent of its annual iron ore output of about 300 million tonnes to China and sees the ships as the best way to compete with its main australian rivals, BhP Billiton ltd and rio Tinto. The valemaxes’ size provides efficiency and economies of scale that narrow vale’s transportation cost gap with australia. But China’s ship owners allege that the costs outweigh the benefits.

Chinese shipowners convinced Beijing in January to block the big-gest dry bulk ships from entering China - vale’s top market - due to concerns over safety and the vessels’ potential impact on loss-making domestic shipping companies. “vale’s ships are too big and are be-yond Chinese ports’ capability to handle safely,” said Zhang shouguo, the secretary general of the China shipowners’ association. “They should alter those ships to below 350,000 deadweight tonnes and stop building those in the pipeline.” Zhang’s calls for restraint may be complicated by the fact that most of the 35 ships vale is building or helping finance are being built in Chinese shipyards using Chinese steel, and with help from Chinese-state-backed loans.

state-owned China Ocean shipping Co (the COsCO Group), one of the largest players in the market, has been hit hard by a severe downturn in the dry bulk freight market. it has also been the most vocal critic of vale’s huge ships. COsCO and others fear that the ships will

be used by the Brazilian miner to monopolise the lucrative iron ore trade between the two nations. The plunge in world shipping costs has been a boon for vale and consumers, and devastating for shipowners. since October, 2012, the Baltic Capesize index, a benchmark for the cost of shipping used to move most of the world’s iron ore fell by more than half to 1,618 points. according to the index, capesize freight rates are now only 39 percent of the average for the last 12 years.

vale’s huge ships have been forced to take a more costly route to deliver iron ore to China due to Beijing’s ban, which has opened up an iron ore transshipment hub in the Philippines’ subic Bay port in February. at the Philippine port, vale hires smaller capesize vessels from other ship owners via public tenders to transport the iron ore to China. industry officials said Chinese companies, such as the COsCO Group, have been excluded from

Shipping 25WWW.LEGALBUSINESSONLINE.COM: @ALB_Magazine : Connect with Asian Legal Business

reUTers/Carlos Barria

“IN THE NEXT FEW YEARS, IF CHINESE SHIPYARDS CAN ADDRESS THESE ISSUES AND START EMPHASISING QUALITY AND CONSISTENCY IN THEIR PRODUCTS, THEN I THINk CHINA WILL CONTINUE TO BE THE DOMINANT PLAYER IN THE SHIPBUILDING INDUSTRY NOT jUST IN TERMS OF TONNAGE, BUT ALSO QUALITY.” iK WEi ChonG, Clyde & Co

participating in these tenders.”i hope this can be solved. all of them should look to the long term, not be emotional, and should not take any actions that will violate the market principle,” said Zhang.

—

despite the gloomy forecast, there are slivers of sunshine for those in the Chinese shipping sector. in fact, Chan notes that he knows of experts in the shipping field who have become quite “optimistic” recently. “some shipping companies have begun to increase freight volumes, and some shipbuilders are building new ships. so they are treating all these as signs of a shipping rebound,” he says. although dry bulk and container ship-ping volumes are down and will continue to suffer, there are other sectors of the market that remain buoyant. Chemical, particularly

lnG, transport will continue to be hot, confirms Chong of Clyde & Co. “Japan is heavily reliant on coal and lnG now that it has shut down all its nuclear plants. so you can imagine the amount of demand generated by the need to ship lnG from indonesia, the Middle east and australia to this part of the world. China will also become one of the world’s largest consumers of lnG,” he says. he calculates that there are 300 to 400 active lnG ships in service, but that this is still not enough. Cruise liner and luxury yacht markets are on the rise too.

although China is the largest shipbuilding nation in the world by product tonnage, it still lags behind the Koreans, Japanese and europeans in terms of quality, according to Chong. “in the next few years, if Chinese shipyards can address these issues and start emphasising quality and consistency in their products, then i think China will continue to be the dominant player in the shipbuilding industry not just in terms of tonnage, but also quality,” he says. Traditionally, China has manufactured mostly bulk carriers and container ships, as they are easier to build. if China can, for example, ride the lnG wave and become a regular builder of lnG carriers, its dominance will be nearly impossible to challenge. lnG ships have high specifications and are very technologically involved, an ideal vessel to demonstrate a shipbuilder’s quality. China has begun to build a handful of lnG ships, but this is still a relatively new development. “if Chinese shipyards can instill confidence in the international market that they can build these ships at a high quality, then shipbuilding in China will be here to stay for the long term,” says Chong.

For the bulk of shipping players, however, there are still tough storms to weather ahead. Problems that began four years ago, when the destabilisation of commodity prices sent the shipping sector into a downward spiral, are still burrowing their way through and affecting shipping markets around the globe. “The shipbuilding industry in 2013 will be even worse,” says Chen. “Maritime market players must adapt their activities to become stronger and more resistant.”

ASIAN LEGAL BUSINESSjune 2012Managing partner interview26

WHEN AUSTRALIAN MARkET LEADER MALLESONS STEPHEN jAQUES AND CHINESE POWERHOUSE kING & WOOD OFFICIALLY MERGED ON MARCH 1, THE NEW COMBINED FIRM BECAME A GAME CHANGER. WITH 21 OFFICES AND 390 PARTNERS WORLDWIDE, kING & WOOD MALLESONS IS THE FIRST AND ONLY FIRM WITH ITS INTERNATIONAL NETWORk HEADQUARTERED IN ASIA, A TRUE “COMBINATION OF EQUALS” OFFERING AUSTRALIAN, Uk, HONG kONG AND PRC LAW ADvICE. GLOBAL MANAGING PARTNER STUART FULLER AND CHINA MANAGING PARTNER WANG LING SAT DOWN WITH candice MaK TO DISCUSS THE INTEGRATION OF THE FIRMS’ CULTURES, WHY THE kING & WOOD MALLESONS MODEL CANNOT BE REPLICATED, WHICH ELEMENTS ARE CRUCIAL FOR SUCCESS, AND THE CHALLENGES THEY TACkLE AS LEADERS.

onE of a KinD

stuart Fuller

Managing partner interview 27WWW.LEGALBUSINESSONLINE.COM: @ALB_Magazine : Connect with Asian Legal Business

ALB: What is unique about the King & Wood Mallesons offering in the market?Sf: King & wood Mallesons is the first of its type, combining a Chinese and western law firm. The true difference with us is that we are the only law firm that can practise hong Kong law, english law, australian law and PrC law. in essence, that is the key differentiation. it is also about our footprint in those markets. One of the key challenges for any business with the rise of China and with the shift in economic power is that you really need to know the markets you are operating in to do well. we know the market better than anyone else. we get China. we can best advise on China, help people navigate the complex environ-ment, and that is a very unique thing in one coordinated brand.

Wl: if we look at the whole legal market and the combination based on the asia-Pacific area, we are unique. i think what we have accomplished reflects the developments in

this market and our clients’ ambitions.

ALB: How would you describe the King & Wood Mallesons culture?Sf: it is all about being the best you can be, a culture of excellence and quality, and a culture of client-focus. we do better work for clients, help clients in their business, and we have a very strong focus on our people. how do we train and develop them, how do we bring our partners with us on this journey, and how can we constantly influence everybody in the firm. (and) we do have a lot of fun as the partners genuinely get along.

ALB: What was the genesis of the firm?Sf: we first met in november 2010. we did not know each other all that well; we did not have a long track record of referring work to each other or acting as co-counsel. But we had connections at the top. we had a meeting in Beijing – i remember that it was an extremely cold day! within an hour, it was very clear that we had a common vision about where we wanted to take the respective firms. we were australia’s leading firm and China’s leading firm, but we had greater aspirations for clients and our people to create a new firm that would be a genuine combination of equals, which is a strong driver for the King & wood Mallesons combination. it is a combination of equals, and people got on board.

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wang ling


Wl: we had a very good feeling after meeting with Mallesons, and we wanted to continue the discussions in more detail. The result of those discussions came true, so that is very exciting.

Sf: These discussions took place over a year. in addition to doing the deal, we spent a significant amount of time talking to the part-ners about why this would work. we wanted to get very strong support from them. in the end, more than 95 percent of partners voted in favour of the deal. That was a very clear af-firmation that it was the right choice, and that we were the right firms combining at the right time – some have even called it audacious!

ALB: How do you define the firm’s strategies that you have set during your tenures? Sf: in the short term, integration. we have started in hong Kong where we have fully merged our respective firms to create King & wood Mallesons. it is now the 4th largest firm in hong Kong with close to 350 people. Common management is key. The manage-ment team speaks regularly on issues across the whole firm. we have a very clear plan about integration for the practice teams, cli-ents, people and systems. That really focuses on strengthening the core of the network over the longer term. we will be focused on broadening our capabilities. we will also do this on the basis of what best suits the clients and our people over time.

ALB: What were some of the post-integra-tion merger issues you have had to address?Wl: we put a lot of effort into looking closely at the business opportunities that existed as a result of the combination. On the practice side, it is quite exciting. The lawyers on both sides have been working together, managing transactions, or doing joint pitches. The com-bined team ultimately provides stronger and higher quality services to our clients. For op-erations, systems, iT, business development

“IT IS ALL ABOUT BEING THE BEST YOU CAN BE, A CULTURE OF EXCELLENCE AND QUALITY, AND A CULTURE OF CLIENT-FOCUS. WE DO BETTER WORk FOR CLIENTS, HELP CLIENTS IN THEIR BUSINESS, AND WE HAvE A vERY STRONG FOCUS ON OUR PEOPLE.” STuArT fullEr, King & wood Mallesons


and marketing, at each level, we are moving forward swiftly with integration.

Sf: For the firmwide things that we needed to do for March 1, we hit the targets perfectly: The launch of the brand, the client launch campaign across the network and the brand campaign, particularly in australia, and the international advertising campaign. we were very focused on launching the brand in a very fresh and different way, reflecting the fact that our combination was the first of its type, and we wanted to make sure we had market impact. we have a client business develop-ment stream which is very strong, and part of our challenge has been controlling and harnessing the energy of our partners and lawyers to work together, which is a perfect problem for managing partners to have. The desire of partners to look for business opportunities and to go and get more work, particularly work we would not have seen had we stayed separate firms, is a real test of the success of our combination. we had to deal with a lot of internal stuff, so conflicts and alignments, pricing, and retainer terms, all of which we put into place by March 1. we are constantly looking at those to make them more efficient and effective. in hong Kong, we have a new iT system, new phone system, and we are meshing partners together into a new single profit pool. That was a huge effort. There are some inevitable teething issues around that, mostly around iT, and we have put a lot of effort into getting it right. These are very personal issues because everyone relies so heavily on iT these days. we have recently physically integrated the practice teams, so that the corporate, banking and litigation groups in hong Kong are sitting to-gether. it is a very tangible sign of integrating people, and in hindsight, i am very glad we did not try to do this for March 1. The initial plan was to launch the firm and physically integrate by March 1. But putting a couple of months between it to let all the pieces settle down was absolutely the right call. we will be doing more of this over the next 18 to 24 months, as we continue to integrate a lot of back office functions.

ALB: the King & Wood Mallesons combina-tion is the first of its kind. do you foresee more tie-ups of a similar nature happening in the future between competitors?Wl: what is notable about our case is that both firms were the top in their jurisdictions. if we look at other Chinese firms, some have

also set up alliances or partnerships using different structures or opened up offices in other countries. it seems that a number of Chinese firms are exploring what the best way is for them to develop their busi-ness. The combination between King & wood Mallesons received a lot of attention from the market and colleagues in the market. They are quite interested in knowing how the verein structure, which we use, works. i think we are the first Chinese firm to use the verein structure. i think the other Chinese firms are quite interested to see if maybe this could be a model they could use, or at least something to look at, or at least pay more attention to.

Sf: For many of our competitors, if you want to be a leading global law firm, you must have exposure to the largest economy on the globe. so the challenge for the industry, whether a law firm or a business, is how to get that exposure and how to service your clients in that market - Chinese clients wanting to do work in the China market, Chinese clients wanting to invest outward, which looks to be a significant business activity over the next 10 to 20 years, and international companies going into China. if you want to be a significant global player, you need to have a significant presence in what will be the world’s largest economy, and you have to do that at the top tier. we have done that. On one level, the King & wood Mallesons combination cannot be copied because each is the leading firm in each jurisdiction. Our competitors may follow over time, but they will not be at that brand or quality point.

ALB: How is the Verein structure crucial to your success? Wl: i think the basis for the combination structure was when during discussions, we realised that the structures of both firms were quite similar. Both firms had quite similar strategic goals, cultures, values and visions. On the King & wood side, we had a modified lockstep system, but our structures were quite similar. so there was quite a solid basis to set up this structure. Most Chinese firms do not have this structure. Sf: vereins should be better understood than they are, because there are a number of accounting firms and global law firms that use it, so it is not an unknown structure. One of the reasons we chose it was that we believe it is the structure of the future. it gives you the benefits of a common approach to brand, management, clients and people development. Then you overlay on that common approach a degree of flexibility, where you can run the firm and have sufficient regard for the different markets, the economics of markets, and the volatility of markets and exchange rates. also how you can be flexible about bringing in new members into the verein as you want to expand your footprint. The verein gives you much more flexibility than a single profit pool, one lockstep model. Plus, and i think this is becoming apparent to some other firms, there is an inherent limitation on how big a firm can get when it is a single profit pool, single lockstep, be-cause markets perform differently, exchange rates fluctuate, pricing is different, productivity is different, and trying to put that into one uniform model across x number of countries is a hard task. it is a full-time management job in itself. we can create all the benefits from a client and people perspective with a structure that gives you more flexibility, which is what the verein gives.

ALB: What are the key challenges of running a firm like King & Wood Mallesons?Sf: we have a very focused business development plan as a combined


“ALTHOUGH WE HAvE SO MANY DIFFERENT OFFICES, YOU SEE THE SAME STRUCTURES OF THE SAME PRACTICE AREAS, AND WE ARE ALWAYS SHARING MARkET OBSERvATIONS AND INFORMATION. EvEN THOUGH PARTNERS ARE IN DIFFERENT OFFICES, THEY HAvE BEEN GETTING TO kNOW EACH OTHER AND ARE WORkING TOGETHER TO PROvIDE SUPPORT TO ONE ANOTHER.” WAnG linG, King & wood Mallesons

firm around the areas where we think we can add better value to our clients than our competitors. in the first six weeks, we let that evolve and there was what i ended up calling “creative chaos”. we had so much connection between the partners in that period about client opportunities, joint pitches, etc. we started to work on five to six matters in that period of time, and we have now closed five of those. we have done over 50 pitches together as a combined firm in either China or australia or hong Kong, all in just 80 days. so part of our challenge was actually controlling the energy of the partners to get on a plane, see each other, and pitch to clients. it is a good problem to have. The thing we are both adjusting to is running a firm that is now over 21 offices and with three languages, Mandarin, Cantonese and english, and making sure that however we do things, it works across the whole network. how we communicate, how we manage, and how we make decisions.

Wl: The challenges are the firm locations if we are looking at the market, the target clients, and also that the backgrounds of the firms are quite different. if we look at the australian part, Mallesons is more than 180 years old, but King & wood is still a young firm – though it has grown very stable and quickly. also, if we look at the markets, australia is a first world nation, while China is still an emerging market. if we look at our client bases, some Chinese clients have become very ex-perienced and some lack experience. when we integrate together, we need to fill in those detailed issues. so one part of the integration is to consider the background of our specialties. we are not only concerned with the business of deals, but also in the operational management of the combined firm.

Sf: This is all just a question of scale, i suspect. whether it is across three jurisdictions or 23, you have the same broad issues of aligning people with the systems. The true thing about us, or the different part about our combination, is that it is a combination of equals. it is not a takeover or merger. if you have a dominant firm taking over a less dominant firm, that is easier to run by just saying “do it my way”. however with us, the combination of equals is a strong part of the dna. it is a matter of saying “let’s look at the way we want to do it together”. There is not one dominating the other or creating opposi-tion, but rather we are both saying “we really want to do this”, which means that communication is key. Making decisions on a joint basis is

much more powerful, and you get a lot more engagement when people work out things together instead of just being told what to do.

ALB: How do you ensure best practices are upheld across all offices? Wl: although we have so many different of-fices, you see the same structures of the same practice areas, and we are always sharing market observations and information. even though partners are in different offices, they have been getting to know each other and are working together to provide support to one another.

Sf: we have an executive team of four and we speak and e-mail regularly. There is wang ling as China managing partner, australia managing partner Tony O’Malley, myself as the global managing partner and hong Kong chief, and rupert li, who is the China international managing partner. The four of us have a particular time every week where we get together and talk about broader points across the firm. The international manage-ment committee has eight core members, four from each legacy firm with several hong Kong observers. it meets every two months and looks at the overall firm, how we are going along in our business plan, integra-tion plan, strategy, and any policy issues. The committee’s function is to primarily set standards and policies in the firm. so that is one way of achieving consistency at that level. also, markets are different and the aim is to be the best in the market. You want to have that in whatever you do, in whatever market, and be accommodating of that mar-ket. so having an absolutely vanilla product across every market does not recognise the local nuances. as long as you are the best in the market and the client experience is very similar, that is the thing to aim for. That is a challenge for global law firms.

Wl: On both sides, we had practice heads. so we now have co-heads of the practice on each side. They help to coordinate any matter(s) that involves the lawyers and partners. if an issue arises, they know how to quickly involve the right person at the right time.

Sf: we have started with the firms’ top 30 clients with co-relationship partners and common client teams. with these clients, we are saying “here’s our team, what’s driving your business? and how can we help you? here’s a team that can do that across all the practice areas that would be relevant to the client”. Client feedback and client engage-ment is crucial. it does not matter what we


say about how good we are; it is actually the voice of the client that is the key thing. The reaction from clients and the market was even more positive than i had personally hoped for.

ALB: What ingredients are vital to the suc-cess of the firm over the next few years?Sf: Clients and people. we are making sure that we are a very client-focused firm, which is what we are. To be honest, the King & wood culture is incredibly client focused, so it is something out of the combination that we, Mallesons, will relearn. Mallesons is very client-focused as well. But being older and a dominant brand in the australian market, we really want to edge up the client experience in the australian market. But how we do execute our client strategy - the proof of concept? are we getting more work from our existing clients and are we getting better deals from more clients? deals we would not have won had we stayed as two separate firms? (and) then there is the people experience: how we are developing and training our people, giv-ing them career opportunities, and improving their quality and their careers.

ALB: What personally makes you believe in the success of King & Wood Mallesons?

Sf: You have to be passionate and energetic about it as leaders of the firm, because you have to convey that you genuinely believe in what we have done, which i do. The combination of firms, the change in the global economic and political environment, the brand of the firm, the quality of the firm, and the clients and the market and the people connections - these are very strong across both firms. Being 81 days in, the signs are good because the people are gelling. we are dealing with each thing we need to deal with on a daily basis. we are talking regularly, and the client and market reaction is strong. Both firms are client driven firms, and if you get that reaction from the market, that incentivises the firm to continue on. it is our job to give partners and lawyers all the assistance they need, the platform they need to go into the market and get that work.

Wl: what i can add is that when you find the opportunity, you seize it for the firm’s development. when you have a very good basis, like from the management to the people to the structure of the firm, and you have no reason to cap the opportunities, then the opportunities can become true. Owning opportunities and taking them; that is really important to the next stage of the firm. when i look back on the devel-opment of King & wood, many people have asked the same question: how did King & wood build up so quickly? it developed quickly, not just in size or headcount, but i believe because people recognised the stable development and mature qualities of the firm, though it was still very young. i think one of the reasons for the growth in the past was that King & wood tried to do something different from the other colleagues in the China market. we tried to catch the opportunities provided, or potentially provided, by the market or by the economic developments in the Chinese market. That is very important for the


firm, and i think that is the main reason why we needed to do the combination.

ALB: What have you learnt from the management style and the culture of the other’s firm?Wl: There are many things we learnt from Mallesons. as a young firm, we were quite impressed by the efficiency of Mallesons’ man-agement and its systems, each with a function that supported the firm’s development and created efficiency. The next stage for us on the King & wood side is how we can adapt to the system. if we look at the legal practice, particularly in some sectors, Mallesons has a very good reputation and is highly recognised in the market in areas such as mining and energy. Knowing we can bring these into qualities into the combined firm is, i believe, really fantastic.

Sf: Mallesons is a very strong client focused firm, but the King & wood client focus is incredibly strong with its depth of connection in the market. One thing i have realised from King & wood, which is dominant in its market, is that it is the client connection and market connection that you have through your partners, being constantly in the market, and constantly focused on the clients - that makes a big difference. The singular focus is on what clients want, how do we get the deal, and how our connection to the market - through clients and people - mean we can provide better and broader service to clients. That is making a big difference with any client that we deal with. The other thing i have noticed is the communication style of the King & wood lawyers. it is far more conversational. Mallesons, again, is 180 years old. we have very slick administrative services, and we probably do more by e-mail and by short, sharp communications. But the way, we do it in the Chinese firm; how i have seen wang ling and her partners do it is they have very significant conversations about decisions. so it is a group decision. That is the way you make a better decision, you talk it through, understand where each is coming from, and then move on. now, as a whole firm, we are making sure we have conversations together so it is less of an e-mail culture.

ALB: in the next five years, what do you predict the asian legal market landscape will look like?Wl: it will definitely be more competitive, and perhaps there will be more consolidation. in these next two years, we will likely see more and more Chinese firms trying to learn more from the experience of foreign firms and getting more involved in international matters. also, i think one of the approaches for them would be to set up some type of relationship with the foreign firms. so i think that may result in more consolidation. On the other hand, it will not just be between Chinese firms and foreign firms. if we look at the other asian firms, they might also be looking to set up relationships with western firms. Sf: it is a challenge because with the many countries in asia, the laws vary from jurisdiction to jurisdiction. any strategy for a law firm has to be a client-led strategy, not a firm-led strategy. so you have to do things that will allow you to do more for your clients, and where they are taking their business. The big challenge for law firms, whether in five or ten years is that, in the current structure, law firms are not set up to do that. They do not cover enough jurisdictions; they cannot offer same brand or same experience to clients over enough of the jurisdictions where the clients are doing business. Compare accounting firms to law firms, and they are very different models. The accounting firms have the benefit of international accounting standards, so there is some similarity. But they drive brand and consistency of service across more jurisdictions in which their clients operate. (and) that is a

“IN THESE NEXT TWO YEARS, WE WILL LIkELY SEE MORE AND MORE CHINESE FIRMS TRYING TO LEARN MORE FROM THE EXPERIENCE OF FOREIGN FIRMS AND GETTING MORE INvOLvED IN INTERNATIONAL MATTERS. ALSO, I THINk ONE OF THE APPROACHES FOR THEM WOULD BE TO SET UP SOME TYPE OF RELATIONSHIP WITH THE FOREIGN FIRMS.” WAnG linG, King & wood Mallesons

challenge for many law firms with a client-led strategy: how do you help your client across more jurisdictions through one brand and organisation? That is where i think there will be an evolution - in the way firms approach their structures, headcount, and their foot-prints. The markets are moving very quickly and the rate of change of what is happening

in the U.s., european and asian markets is quite significant at the moment.

ALB: Have your work and personal lives changed since the launch of the new firm?Sf: i have moved! so the biggest change for me was that i was made the chief executive of Mallesons and then became the global man-aging partner of King & wood Mallesons in hong Kong, and i moved here from australia. My family does not move until the end of the year, so i go back to sydney every weekend to see the family if i am not elsewhere. The firm changed, my job changed, and my place of residence changed, but it is terrific. i am meet-ing people all the time, dealing with clients and new market opportunities, and putting the firms together. it has been great fun.

Wl: Compared to stuart, i am lucky. My travel is not so frequent. we appreciate stuart traveling so much, particularly in the first year and around the time of integration. For me, travel did increase compared with before, but i think dealing with it has been fine. On the other hand, the working focus, my work has transferred into looking after the integration matters of the combined firm.

**The Chinese translation of this story was prepared by Synmax Translation**


金杜 — 开创律所合作新模式

澳大利亚律所大鳄万盛国际律师事务所(MALLESONS STEPHEN jAQUES)和中国律所巨头金杜律师事务所于3月1日起正式联盟，新的国际联盟——金杜律师事务所 (kING & WOOD MALLESONS)掀起了新的市场潮流。金杜在全球拥有21家办公室，390名合伙人，是第一家也是唯一一家将全球业务总部设在亚洲的律师事务所，同时也真正实践了“强强联盟”的模式，从而为客户提供中国、澳大利亚、香港和英国四个司法区域的法律服务。全球管理合伙人STUART FULLER（下称”SF”）及中国区管理合伙人王玲接受了本刊编辑candice MaK的采访，就如何整合事务所文化、金杜模式为何难以复制以及成功的秘诀和作为事务所一把手所面临的挑战等问题展开了讨论。


ALB: 金杜的联盟在法律市场上有何独特之处？Sf: 金杜是中西方律师事务所联盟的首例。与其他律所的真正差异在于，我们是唯一一家能够提供中国法、澳大利亚法、香港法及英国法法律服务的国际律师事务所联盟，这是关键区别所在，另外就是我们在这四个地区法律市场上所占的份额了。中国经济的增长和全球经济重心的转移对所有行业都提出了一个重要挑战：我们需要真正地了解自己所在的市场并力争做到最好。我们比任何人都熟悉这个市场。我们来到中国，同样可以提供最好的法律服务，在复杂的环境中为客户引领航向，这就是联合品牌的独特之处。

王玲: 放眼整个法律市场和对比亚太地区的联合经营模式，我们都独具特色。我们所取得的成绩反映了这个市场的发展状况，也体现了我们客户的日益增长的需求。

ALB: 您如何解读金杜的文化？Sf: 一言以蔽之——尽我所能。我们的文化是追求卓越和高质量的文化，也是以客户为本的文化。我们为客户提供更好的服务，帮助他们发展业务，同时也非常关注自己的员工，包括如何培训和发展他们的能力，如何让合伙人在律所的发展道路上与大家共勉以及如何能持续带动所里的每一个人等等。现在合伙人之间相处融洽，大家也在工作中收获了很多快乐。

ALB: 能介绍一下两家所是如何走到一起的吗？Sf:我们是2010年11月初次见面的。当时我们完全不认识对方，相互之间也没有长期的业务推荐或合作办案经历，但两家律所的高层有一定联系。我们是在北京会面的——我记得那天非常冷！通过一小时的交流，我们已经很明确双方对如何建设各自的律所都有共同的看法。万盛和金杜都分别是澳大利亚和中国顶尖的律所，对于客户和自己的员工，我们都怀有更高的期许，就是要通过真正意义上的平等联盟成立一家新的律师事务所，这就是金杜联盟的强烈动因之一。此次联盟正是一次平等基础上的联盟，所有人都参与其中了。

王玲:与万盛会面后我们感觉非常好，也希望能继续就细节的问题进行更深入的讨论。如今这些讨论的成果均得以实现，着实令人感到兴奋。

Sf:双方关于联盟的讨论持续了一年多。除了商谈合作事项外，我们也花费了大

量的时间，向合伙人们解释联盟的好处。我们希望得到合伙人们的强力支持。最终，95%以上的合伙人都投票赞成联盟，这一点清楚地证明了联盟是个正确的选择——两家正确的律所，在一个正确的时间走到了一起。甚至有人评价我们的联盟是一项大胆的创举！

ALB: 能说明一下您在任期内制定的事务所发展战略吗？Sf: 短期而言，就是要实现一体化。在香港我们已经实现全方位合并。合并后的新所现已成为香港第四大律所，有近350名员工。共同管理是关键所在，管理团队定期在涉及全所的问题上发表意见。我们对业务团队、客户、员工和制度的整合都有非常清晰的计划。这一计划主要侧重于加强长期的内部联系和沟通。同时我们也将致力于拓展自身能力，当然这一切都将以最适合客户和我们员工的方式进行。

ALB: 就联盟后的一体化而言，您必须解决的问题有哪些？王玲:我们花了大量的精力仔细寻找联盟后出现的业务机会。从实践效果来看，我们取得了令人满意的成绩。双方律师通力合作，共同处理交易或进行项目投标，新团队因此得以为客户提供更高质量的服务。不论是事务所运营、制度建设、IT系统、商业发展还是市场营销计划，我们都在迅速地推进整合的步伐。

Sf: 我们圆满完成了3月1日联盟前需要在全所范围内开展的工作，包括：新品牌的推出、针对双方客户和联合品牌的宣传（尤其是在澳大利亚），以及国际广告宣传。我们力图以一种新鲜不俗的方式推出新的品牌，以着力强调两家所的联盟绝无先例，同时也希望确保自身强大的市场影响力。我们在客户商业开发方面具有很强的优势，但面临的挑战之一就是如何加强合伙人及律师的工作凝聚力，这是管理合伙人必须面对的问题。能否满足合伙人对业务机会、业务量（尤其是在联盟前我们各自没有看到的机会）的需求是对这次联盟是否能取得成功的真正考验。我们要处理很多内部事务，并且必须在3月1日前解决好内部协调、收费标准、委托条款更新等问题。现在我们还在继续关注这些问题，并努力做到更高效地解决这些问题。我们在香港增设了新的IT系统和电话系统，同时也针对合伙人建立了统一的“利润池”分配机制。我们在这些事项上花费了大量精力。当然，新的问题也难以避免，主要集中在IT系统方面，但我们都尽力解决。因为大家现在使用IT系统的频率非常高，这一问题反映在每个人身上都不尽相同。最近我们实现了业务团队在形式上的整合，因此香港的公司、银行和诉讼业务团队现已在同一间办公室开展工作。这是整合人员方面取得的显著成果，事后我很高兴没有急着在3月1日完成这些工作。我们的初步计划是在3月1日前设立新所并完成形式上的整合，但用几个月的时间将所有事务安排妥当才是当务之急。在接下来的18到24个月我们要完成的工作比预期的更多，其中还包括大量的办公室后台整合工作。

ALB:金杜模式是史无前例的。您认为将来会出现更多竞争者之间类似性质的联盟吗？王玲:我们的联盟之所以值得关注，就是因为双方都是各自司法管辖区内顶尖的律所。纵观其他中国律所，也不乏一些通过不同模式或在其他国家设办公室的方式与外国所建立了战略联盟或合作关系。似乎一些中国律所也在探索最适合自己发展的道路。金杜和万盛的联盟取得了市场和同行的高度关注。他们很想知道我们的联盟模式有哪些好处。我们是第一家以“瑞士联盟”的方式与外国律所联盟的中国律所，其他中国律所很想知道这种模式是否也能为他们所用，至少这对他们而言也是一件值得审视和关注的事情。


Sf :对我们的很多竞争对手来说，想要成为顶尖的全球性律所，就必须进军世界上最大的经济体。不论是对律所还是企业，在法律行业里面临的挑战都是如何抓住这个机遇和如何服务好这个市场的客户，其中包括想在本土市场开展业务或进行对外投资的中国客户（这也将是未来一二十年的一项重要业务）以及开拓中国市场的跨国企业。如果想成为全球重量级的市场参与者，就必须在世界最大经济实体中占有重要的一席之地，并跻身第一梯队。这一点我们已经做到了。从某种程度上说，金杜的联盟无法复制，因为两家都是各自司法管辖区内顶尖的律所。我们的竞争对手以后或许会效仿，但却无法达到那样的品牌效应和质量标准。

ALB: “瑞士联盟”模式对联盟的成功起到了哪些重要的作用？王玲: 我认为之所以采取这一联盟模式，就是因为双方在讨论中都意识到两家所的运营模式非常相似，不论是战略目标、文化、价值观还是发展愿景均是如此。金杜实行的是的非严格意义上的合伙人资历薪酬制 (modified lockstep system) 制度，但我们和万盛的运营模式非常相像。所以建立联盟的基础很扎实，但大部分中国律所不具备我们这样的制度。

Sf:人们对“瑞士联盟”模式应当有个更深入的了解，不少会计师事务所和全球性律师事务所都使用这一模式，所以这不是什么新鲜的概念。我们选择这一模式的原因之一，是相信这是顺应未来发展趋势的，可以使我们获得品牌、管理、客户和人力资源共享带来的利益。然后再在共享的基础上加以变通，就可以做好律所的经营工作，并对各大市场及其经济形势、波动情况和汇率有一个充分的认识，以便在想要进一步拓展市场的时候灵活地将新成员引入联盟中。“瑞士联盟”模式相比单一的“利润池”分配模式要灵活的多。另外，实行单一“利润池”分配制度和合伙人资历薪酬制的律所究竟能做多大，这当中存在一个固有限制，这一限制对某些律所而言正变得越来越明显。原因就在于，不同市场的机制不同、汇率有起伏、定价和产出也不尽相同，试图用一种统一的模式跨国经营是件非常困难的事。这本身就是项需要全副精力来完成的管理工作。我们可以通过一种更灵活的模式从各自的客户和人员中创造出更大的价值，这就是“瑞士联盟”的好处。

ALB: 金杜在经营上都面临哪些主要的挑战？Sf :我们为联盟后的新所拟定了一个重点明确的业务发展计划，涉及的都是与我们的竞争者相比，我们认为能为客户提供更高价值的领域。在最初的六个星期里，我们不断丰富着计划的内容，最后我称这个计划为“创造性混乱”。那时候两边的合伙人就客户开发、联合参与项目投标等事项的沟通非常积极，也就是从那个时候开始我们在5、6个项目上开展合作，而且现在已完成了5个。在联盟后仅80天的时间里，我们已在中国、澳大利亚、香港合作完成了50多个项目的投标工作。事实上我们面临的一部分挑战是如何控制合伙人参与同一项目的积极性，如何相互协调，争取客户。其实有这个问题也不失为一件好事。目前双方都在探索的问题是如何经营一家拥有21个办公室，使用普通话、粤语和英语三种语言的律所，并确保我们的管理方式（沟通、管理和决策方式）能在全所通行。

王玲:我们要解决的问题在于新所的定位。纵观整个市场，我们各自的目标客户和自身背景都存在很大不同。如果我们站在澳大利亚的角度看，万盛已有180多年历史，而金杜正在稳步快速成长，还是个年轻的律所。另外，如果从双方市场角度考虑，澳大利亚是第一世界国家，而中国还是个新兴的市场。反观金杜的客户情况，部分中国客户在市场上已颇具经验而有些还略显生涩。我们整合后，必须解决这些具体的差异问题。因


此整合的一部分就是考虑双方各自的特点。我们要考虑的不仅是交易本身，更有新所的经营管理问题。

Sf:我想这就是个规模问题。不管是跨了3个还是23个司法管辖区，我们都要解决同样的大问题，即如何对人员进行统一的制度管理。现在真实的情况，或者说此次联盟的特色在于，这是个平等基础上的联盟，而不是收购或并购。如果一家占有市场支配地位的律所收购另一家市场地位稍逊的所，内部就很容易出现“一家独大”的局面。但我们不同，“平等”是双方的强烈意愿。我们选择的是“求同”的模式。没有一方压倒另一方或搞对立的情况出现。事实上共同决策也更具有说服力，相比被动接受，双方共同处理事务的方式也能使我们得到更多的收获。

ALB: 你们如何保证全球各个办公室都能提供最高质量的服务？王玲:虽然我们的办公室遍布世界各地，你可以看到不同办公室在相同业务领域内采用的是同样的模式，而且都能共享市场观察和信息。合伙人们是在不同的办公室办公，但他们也已开始相互了解并相互提供协助。

Sf:我们建立了一个四人执行团队，经常沟通和邮件往来。团队包括中国区管理合伙人王玲，澳大利亚管理合伙人Tony O’Malley，兼任全球管理合伙人和香港地区负责人的本人以及中国区国际管理

合伙人李孝如。我们四人每周都会辟出一个特定的时间在一块儿讨论全所的宏观性问题。我们的国际管理委员会有8位核心成员，其中四人分别来自各自原来的律所，其余几位都是香港办公室观察员。委员会成员每两个月碰一次，讨论全所事务，包括业务发展计划与整合计划的进展以及一些战略性和制度性问题。委员会的首要职能是制定事务所的标准和制度，这也是高层实现协调一致的方式之一。虽然各自所在市场不同，但大家的目标都是要做市场的龙头。不论我们身处什么市场，都应该努力适应，并把这个目标始终贯穿在我们所做的每一件事中。因此我们的服务一定要有特色，否则无法顺应不同市场哪怕只有细微差别的需求。保持市场优势地位并充分利用类似的客户服务经验是我们追求的目标，也是全球性律所面临的共同挑战。

王玲: 原来两家所的各个业务领域都分别有各自的业务负责人，所以现在的情况是我们有来自每一成员所业务团队的共同负责人。他们的任务就是协调与律师和合伙人有关的任何事务，在出现问题时，他们知道如何快速地在适当的时间找到适当的人来处理。

Sf:我们首先从两家所的前30大客户开始实行合伙人共同合作共享客户资源这一模式。我们向这些客户说明了新团队的性质以及我们可以提供的服务。这个新的团队可以提供与客户相关的所有业务领域服务。客户的反馈和信任是至关重要的。我们如何标榜自己并不重要，真正重要的唯有客户的反响。现在客户和市场的反馈甚至比我个人预期的还要好。

ALB:未来几年里金杜的成功要素有哪些？Sf:还是客户与员工。我们正坚决贯彻以客户为本的理念，这也是我们一贯遵守的原则。老实说，金杜崇尚的是极度重视客户的文化，这也是我们万盛在联盟中需要重新学习的地方。尽管万盛也是个非常重视客户的律所，但作为澳洲市场上历史更悠久的优势品牌，我们真希望进一步丰富自己在澳洲市场上服务客户的经验。但我们如何实施自己的客户战略呢——难道


只是纸上谈兵吗？我们的既有客户是否给我们带来了更多的业务？我们是否从更多的客户那里获得了联盟前不可能争取到的更好的业务？（这些都是我们思考的问题。）关于人员管理，我们经验是：开发和培训员工能力，给予他们更多的职业发展机会，提高他们的服务质量并拓宽他们的上升空间。

ALB: 就您个人而言，是什么让您坚信金杜会取得成功？Sf:作为事务所的领导人，我们必须对成功抱有极大的热诚和信念，因为我们必须传达出对我们所做工作的成功深信不疑的信念。我本人就是这么做的。金杜与万盛的联盟、全球经济和政治环境的变化、新所的品牌和质量以及客户、市场和员工之间的联系等等，都是两家所极其在意的问题。在联盟后的81天里，双方人员合作顺畅，一切都显示出良好的迹象。双方经常进行沟通，我们从客户和市场得到的反馈也很积极。因为金杜和万盛都是客户为本的律所，那么得到了市场的肯定，我们就有了继续走下去的动力。我们的任务就是给予合伙人和律师所有必要的支持，搭建他们所需的平台，从而赢得市场并顺利开展工作。王玲:我要补充一点，当我们发现机会时，为了事务所的发展，就要抓住这个机会。如果此时，不论是管理、人员还是制度都能具备良好的基础，那么机会就不会轻易溜走，就会成为现实。寻找并抓住机会对事务所下一阶段的发展十分重要。回顾金杜的发展历程，很多人都会问同一个问题：金杜何以发展得如此迅速？金杜的确是发展迅速，但不仅体现在办公室规模或人数上。我相信之所以会提出这个问题，是因为大家都认同我们所发展稳定，服务质量可靠，尽管我们建所时间并不长。过去能够快速发展的一个重要原因在于，金杜的实践与中国市场上的同仁相比自有与众不同之处。我们努力抓住市场，抓住中国经济发展所带来的既有或潜在机遇，这对我们所来说至关重要，也是我们决定联盟的主要原因。

ALB: 你们分别从对方那里学到了哪些管理风格和律所文化？王玲:我们从万盛那里收获很多。作为一家年轻的律所，我们对万盛高效的管理和制度操作印象很深，每一项管理制度都能够起到支持事务所发展和提高效率的作用。金杜的下一阶段任务是要解决如何适应这一制度的问题。从法律实务，尤其是部分产业的法律实务角度来说，万盛口碑卓越，它的采矿和能源领域业务能力也得到了市场的高度认同。联盟后，这些优势都将有助于提高我们的服务质量，我觉得这一点非常好。

Sf: 万盛是一家实力雄厚，以客户为本的律所。金杜以客户为本的理念也极其强烈，并且与市场保持着深入的联系。我从金杜这一中国法律市场领跑者这里学到的，就是通过合伙人建立起与客户和市场的紧密联系，并不懈地立足市场和关注客户需求——做到这一点就能脱颖而出。我们最关注的就是客户的需求，以及如何争取项目和通过客户及律师所建立的市场联系向客户提供质量更高范围更广的服务。这些对客户而言具有非同寻常的意义。

我注意到的另一方面，是金杜律师的沟通方式。他们之间的沟通不仅限于简单的对话。万盛建所至今已有180年，行政管理制度很完善，我们一般更多地通过电子邮件或简短直接的对话来沟通。但在金杜，我见到王玲与其他合伙人讨论决策性事项时采取的是一种非常有意义的群议方式。通过这种方式，大家能在彻底讨论并充分了解各自想法的基础上达成一致，因此作出的决策也就更明智。联盟后，我们在全所范围将更多采用这种群议的方式，减少先前的“电子邮件文化”。

ALB: 请您预测一下未来五年亚洲法律市场走向如何？

王玲:竞争会更加激烈，也可能会出现更多合并。在未来两年里，我们可能会看到更多中国律所努力向外国律所学习经验并更多地参与到国际法律事务中的情形。我认为要做到这点，可行的方法之一就是与外国律所建立某种类型的合作，因此我预计可能会有更多合并出现。另一方面，这也不仅仅是中国律所和外国律所之间的事情，其他亚洲律所也可能在寻找与外国律所建立合作关系的机会。

Sf: 联盟是个不小的挑战，因为亚洲国家众多，不同司法管辖区的法律迥然不同。律所的任何发展战略都应该是客户为本的战略，而不是以事务所自身为导向的战略。因此就要在最大限度内为客户考虑得更周全。律所在现有经营模式下面临的一大挑战在于，5年或者1 0 年内他们都尚未准备好这一战略模式的转换，同时能够覆盖的司法管辖区很有限，无法在客户开展业务的所有司法管辖区内提供统一品牌或统一经验指导下的法律服务。与会计师事务所相比，律所的模式大不相同。会计师事务所得益于标准的国际会计准则，所以共同之处很多，这使得他们能够在更多的司法管辖区提供统一品牌下的无差别服务。这对于崇尚客户为本的律所而言挑战巨大，即我们如何通过同一个品牌和组织为客户提供跨多个司法管辖区的服务？这也是我认为律所必须加以改进的地方，这一点可以通过制定好的经营模式，扩大人员规模和拓展市场来实现。市场正在快速发展，而当前美国、欧洲和亚洲的市场环境也是瞬息万变。

ALB: 新所成立后您的工作和个人生活发生变化了吗？Sf: 我搬家了！对我来说最大的变化就是我从万盛的首席执行合伙人变成了金杜的全球管理合伙人，我也从澳大利亚搬到了香港。我的家人会在年底搬过来，所以年底前如果我人在香港，就每个周末回趟悉尼看望家人。我们的所变了，同样发生变化的还有我的工作和住所，但这是很棒的体验。我现在要马不停蹄地见各种各样的人，和客户打交道，对新的市场机遇快速做出反应，也要处理联盟整合的相关事宜。这些工作让我非常充实快乐。

王玲:和Stuart相比，我很幸运，不用成天飞来飞去。我们很感激Stuart不辞辛劳地奔波，尤其是在联盟的第一年和整合期间。当然我出差的时间和过去相比也多了不少，但我认为这些都没问题。另一方面，我的工作也重心转移了。现在我更多地负责联盟后的整合事务。

** 鑫马翻译提供中文译文 **

ASIAN LEGAL BUSINESSjune 2012Beijing report 38

BEijinG rEGionAl rEporT

CHINA IS GROWING, BUT IS BEIjING GROWING FASTER THAN THE REST OF THE NATION? THE GAP IN PROFITABILITY BETWEEN THE LEGAL MARkET IN THE CAPITAL CITY AND OTHER CITIES SEEMS TO BE GROWING WIDER, AS BEIjING LAW FIRMS’ REvENUES AMOUNT TO A QUARTER OF ALL THE COUNTRY’S EARNINGS – MORE THAN TWICE THE SIZE OF SECOND RANkED SHANGHAI. BEIjING IS ATTRACTING DOMESTIC AND INTERNATIONAL FIRMS, THANkS TO EASIER ACCESS TO POLICYMAkERS, A CLOSER DISTANCE TO HUGE SOE CLIENTS, AND THE LARGEST GROUP OF LEGAL TALENT, WRITES Liu ZHen

Political capital Beijing and economic centre shanghai have constantly been the dual core of China’s legal business, as together, they host 16 percent of the country’s 230,000lawyer population. Both cities have seen rapid growth in terms of firm

numbers and lawyer headcounts. By the end of 2008, 18,635 lawyers in Beijing worked for 1,121 firms,

and in shanghai, there were 10,071 lawyers and 889 firms. at present, Beijing is home to some 22,000 lawyers in 1,500 firms, while shanghai has equally impressive numbers with 14,000 lawyers and 1,130 firms.

however, when the competition between the two cities is extended to firm revenues, Beijing wins on a much more comfortable scale. as of 2010, the size of its legal market was twice the size of shanghai, with the yearly revenue being 11.3 billion yuan ($1.79 billion) and 5.8 billion yuan ($0.92 billion) respectively. in comparison, the municipality of Tianjin pulled in only 590 million yuan ($ 93.6 million), according to a westlaw China report. “Beijing has less than 10 percent of the country’s lawyers, but earns a quarter of all the fees,” says Jiang Qi, the managing partner of Beijing dhh law Firm. “Beijing firms have an exceptionally advantageous position in China.”

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Beijing report 39WWW.LEGALBUSINESSONLINE.COM: @ALB_Magazine : Connect with Asian Legal Business

such a prominent position can be partially explained by the in-completion of China’s marketisation, as the government still controls the most significant resources, suggests Zhang Xuebing, the managing partner of Zhong lun law Firm and the president of the Beijing lawyers association. “There is a saying: ‘a waterfront pavilion gets the moon-light reflection first’,” he says. “it is the advantage of Beijing lawyers.”

Beijing’s policymaking departments, from the powerful central plan-ning body known as the national development reform Commission (ndrC) to the banking, securities and insurance regulatory com-missions, are all extremely influential for anyone doing business in this country, not to mention the higher legislative national People’s Congress. “in the past 30 years, as reform deepens, many new laws and regulations are passed each year by central government agencies. as lawyers often need to understand policies or regulations, being in Beijing, we have the advantage of easier access to relevant government agencies for inquiries that we may have,” says Ye Xiaowei, the co-head of Bingham McCutchen’s recently opened Beijing office.

Jiang adds that Beijing has other relevant judicial and administrative resources for lawyers’ practices. For example, for an intellectual prop-erty practitioner, there is the state intellectual Property Office (siPO), the Trade Mark Office (TMO) of the state administration for industry and Commerce (saiC), and the national Copyright administration (nCa) among others. “a provincial lawyer has little or no access to these high-est level resources,” he says.

cLientSanother prestige owned by Beijing is that most of the central state-owned enterprises (sOes) are Beijing-headquartered. These giants dominate the most fundamental industries of China. “naturally, there is a concentration of clients,” says Zhu Xiaohui, the managing partner of Tian Yuan law Office. “i do feel that being close to the big clients facilitates our business a lot. Those clients prefer face to face commu-nication. Many problems are unable to be solved by just a conference call. if you are in another city, it would be very inconvenient,” he says.

in spite of the world economic crisis, the central sOes seem to be less affected with solid growth figures and repeated big moves of going abroad, which are strongly encouraged by the Chinese government.

in 2011, 117 central sOes overseen by the state-owned assets supervision and administration Commission (sasaC) together pos-sessed assets worth 28 trillion yuan ($4.4 trillion), and they recorded 20.2 trillion yuan ($3.2 trillion) in revenue along with a net profit of 917.3 billion yuan ($145.6 billion). The names of these cash rich Chinese companies are regular features in significant high-value cross border deals backed by the government.

Beijing firms share the benefits of these companies going abroad, says Chen wen, the managing partner of Zhonglun w&d, whose clients include CnPC, sinopec, China life insurance, China Mobile, and China development Bank among other central sOes. “The big corporations reach out very far. They have covered almost everywhere in China, and they are doing businesses everywhere in the world,” he says.

a fact to point out is that although these companies are widespread across the world, their headquarters are in Beijing, especially their legal departments, adds Zhu. The managing partner of the Jia Yuan law Firm, Yan Yu, says: “Our Beijing office has built long-time relationship with the sOe headquarters…and our branches are also looking after their branches and subsidiaries in the provinces.”

international firms have their role to play here too. “as Beijing is where many large sOes are based and where key decisions are made, international firms like us together with local firms find being in Beijing will give us more opportunities to work with these sOes on international matters,” says Ye.

taLent PooLabove the closeness to power and wealth, Zhang insists that Beijing’s most essential advantage lies in the people. as China’s centre of culture and education, some of the country’s best known law schools including those of Peking University, the People’s University, and the China University of Political science and law are located in the capital. They are producing a greater number of law graduates than anywhere else. “The largest number of China’s best legal talent lives in Beijing, which is the basic premise. Otherwise, no matter how rich and generous your clients are, it would be wasted if your lawyers are not competent enough,” says Zhang.

Being close to these law schools has made firm recruitment easier. some international and local law firms have annual law student award programmes for students from different law schools. Often, the award recipients will have opportunities to become interns of the law firms which they have received awards from, says Ye.

it is not just the young graduates. seasoned lawyers in Beijing also receive high appraisals for their skills very often. “Only the best talent can systematically develop new products and deliver the best performance,” says Zhu. “The Beijing lawyers are most capable in developing new service products, designing transaction procedures, issuing legal instruments, and so on. They are the group of people who have the highest service standards.”

Ye finds that the Beijing-based firms are generally larger in size and richer in inter-national experiences. “Beijing lawyers have relatively more diversified international experi-ences than those from some provinces, mostly because of their exposure to international matters as part of their daily practice,” she

“BEIjING IS WHERE MANY LARGE STATE-OWNED ENTERPRISES ARE BASED, AND WHERE kEY DECISIONS ARE MADE.”yE xiAoWEi, Bingham McCutchen

ASIAN LEGAL BUSINESSjune 2012Beijing report 40

“SOME OF THE BEIjING FIRMS HAvE ALREADY GOT OvER THE RING OF DOMESTIC COMPETITION. THEY ARE TARGETING AT THE INTERNATIONAL STANDARD, AND COMPETING AGAINST THE INTERNATIONAL FIRMS.” ZhAnG xuEBinG, Zhong lun/Beijing lawyers association

says. “so much of the best talent is here,” says Zhang. “it is our largest capital, and i am proud of it.”

nationaL HeigHtSThe concentration of clients as well as talent results in a so-called “cluster effect”, Tian Yuan’s Zhu suggests. “we see that many firms originating from other provinces have opened up their Beijing offices.”

One such firm, dhh, has a larger goal than simply opening in Beijing in order to take a slice of the capital city pie. launched in 2010, dhh is the dual brand of shandong deheng law Firm from shandong Province, aimed at developing from a regional firm to a national brand. “To develop nationwide, we have to start from Beijing,” says its managing partner Jiang Qi. “Beijing is the height of China’s legal service.” since moving the core operation to Beijing, Jiang says the firm has been elevated considerably to a higher national platform, and this has upgraded its services.

“For instance, our practice of dispute resolution in the past could only deal with cases to be processed by the shandong high Court. now, we can directly handle a case with the supreme People’s Court (sPC) and the CieTaC (China international and economic Trade arbitration Commission)…and for the foreign-related businesses, we can approach the Ministry of Commerce (Mofcom),” he says. also, his team has been strengthened by the great availability of talent in the Beijing market, from graduates to senior partners. “in shandong, most of our graduate recruits were from shandong University or Qingdao University. now, there are Peking University students for us to pick. Plus, the level of the partners we hired has also relatively im-proved,” says Jiang. “it was impossible to at-tract such good lawyers in shandong.”

The dhh case is an example of how China’s legal business is concentrating on the “com-manding heights” or the apex city in the country. Zhang claims that the big cities have irreplaceable advantages in most countries

all over the world like new York, london, and Tokyo. “Compared to the capitals of many developed countries, Beijing has a relatively lower degree of concentration,” he says. “in Korea, there are 12,000 lawyers and 8,000 of them practice in seoul.”

Meanwhile, the firms in Beijing are also consolidating through merger and expansions. “The number of firms that have headcounts larger than 100 have risen from less than 10 to over 30 in several years… and the largest 50 firms among the 1,500 have over 7,200 lawyers, and earn 70 percent of the entire revenue of the legal industry in Beijing,” says Mei Xiangrong, the managing partner of Yingke law Firm. “The concentration of the industry is increasing. at the same time, the in-ternational firms are gathering here too.” Ye says Bingham is new to China, but with the opening of the Beijing office, it is ready to handle complicated legal matters.

PioneerSas the firms based in Beijing represent the highest standards of Chinese legal practices, the competition taking place on its soil involves both Chinese and international firms striving to exploit the opportunities brought in by China’s overseas business. although more and more provincial sOes and private companies from different provinces have also become active, the largest cross border deals remain yet to be decided on and approved in the capital. “international firms like us are increasingly focused on outbound investment opportunities repre-senting Chinese companies. Of course, we also continue to represent multinational companies with respect to their inbound work,” says Ye.

according to Chen, Chinese law firms, on the other hand, feel the opportunities and responsibilities in this particular time as the Chinese companies go investing abroad. “Chinese firms have to go international just as the western firms did. it is inevitable and necessary,” he says.

nobody but the top Beijing firms could possibly fulfill these tasks such as opening branches in foreign countries, suggests Zhang. he also says the burden of advisory for Chinese manufacturers and traders that are often being accused of dumping and price subsidies under the world Trade Organisation (wTO) rules, also falls on major Beijing firms. “The legal business is also a part of (the) Chinese national industry. in the market of China’s overseas investment, we are not just competing with Chinese firms,” says Zhang. “how could we make our own inter-national challengers had we not produced the best champions among the Beijing firms? Clearly, this is a responsibility too heavy for provincial lawyers to handle.”

Zhang says having the advantage of practising in Beijing means tak-ing up more responsibilities than other colleagues nationwide because of the best opportunities and the best developments so far. “On the other hand, as the largest Beijing firms march forward into the international market, they create spare room and opportunities for domestic firms,” he says. “it is a virtuous circle.”


Pursuant to a sale and Purchase agreement entered into by and amongst Karl-schlecht-stiftung, Karl

schlecht Familiestiftung, Prof. h.c. Karl schlecht, sany Germany Gmbh and CiTiC Pe advisors (hong Kong) limited on January 20, 2012, sany heavy industry Co., ltd. (“sany”) would acquire 90% interests in Putzmeister holding Gmbh through sany Germany Gmbh for a cash consideration of €324 million. The transaction was closed in april 2012. sany is the largest Chinese construction machinery manufacturer and the target company is a leading German concrete pump manufacturer. led by one of its founding partners, Mr Bai wei, Jingtian & Gongcheng assisted sany in information disclosure, governmental approvals and filings required under Chinese laws. Mr Bai has more than 20 years of experience in the areas of corporate finance, merger and acquisition, and banking.

Pursuant to a Merger agreement entered into by and between wanda Group and aMC, the second largest cinema chain operator in north america, on May 21, 2012, wanda Group would invest Usd 3.1 billion in total,

JinGTian & GOnGChenG

JinGTian & GOnGChenG has Been reCenTlY invOlved in TwO hiGh-PrOFile CrOss-BOrder aCQUisiTiOns.

BeiJing A: 34/F, Tower 3, China Central

Place, 77 jianguo Road, Beijing 100025, China

T: +86 10 5809 1000 F: +86 10 5809 1100

SHangHai A: 3505 k. Wah Centre, 1010

Huai Hai Road (M) Shanghai 200031, China

T: +86 21 5404 9930 F: +86 21 5404 9931

SHenZHen A: Room 2401-2402, New

World Center, 6009 Yitian Road, Futian District

Shenzhen 518026, China T: +86 755 2398 2200 F: +86 755 2398 2211

which includes purchase consideration, re-financing and further capital injection. wanda Group controls the wanda Cinema, one of the largest cinema chains in China. Upon closing of the deal, wanda Group will become the largest cinema chain operator in the world. led by its partner, Mr dai Guangchun, Jingtian & Gongcheng advised wanda Group on Chinese regulatory approvals, financing structures, and participated in the negotiations. Mr. dai has been working as qualified lawyer in both Chinese and major american law firms with more than 14 years of experience in the areas of corporate finance, merger and acquisition.

Being grateful for the trust of Chinese companies in their endeavors of “going abroad”, Jingtian & Gongcheng has gained extensive experiences from such deals as sany and wanda. armed with not only paper knowledge but also these practical experiences, Jingtian & Gongcheng will be privileged to guide more domestic clients to set foot on foreign lands, opening a new era of Chinese economic development.

中伦文德律师事务所

地址：北京市朝阳区西坝河南路1号金泰大厦19层

邮编： 100028 电话：+86-10-6440 2232 传真：+86-10-6440 2915 电邮： [email protected]

[email protected] 网址 : www.zhonglunwende.com

武坚, 中伦文德合伙人

郝伟, 中伦文德合伙人

郝伟律师，中伦文德合伙人。中国政法大学双学士，中国政法大学民商法硕士，英国阿伯丁大学国际商法硕士。主要从事诉讼仲裁、劳动争议、外商投资和公司治理等法律业务。

武坚律师，中伦文德合伙人，中国法律援助优秀律师，北京市优秀刑辩律师，北京山西企业商会理事，中央财经大学在读法律硕士。执业12年，经验丰富，擅长法律顾问、民商事诉讼或者仲裁案件及刑事案件的代理与辩护，业务涉及公司、能源、文化产业等领域。

其二位为中伦文德诉讼与仲裁委员会主任及副主任。

法律风险管理作为企业全面风险管理中的重要组成部分，越来越受到企业经营者的重视。识别企业法律风险，主要应从以

下方面入手：一、在企业的生产经营过程中，从采购、生产、营销到投资、劳动人事管理、财务管理、税务管理等方面，每个环节都可能存在法律风险。二、针对企业的规章制度和管理流程，管理者会同法律专业人士进行系统梳理，识别在运转过程中容易出现法律风险的环节。三、在与利益相关人（包括公司股东、管理人、公司员工、材料供应商、客户、政府等）进行交易或进行管理活动时，从各个环节入手，发现与每一利益相关人发生的法律风险。

四、根据企业自身特点，针对企业在生产经营中所涉及的法律领域进行法律风险识别，对公司法、合同法、知识产权、招投标、劳动人事、税务、反垄断等各个方面进行梳理和分析，发现不同法律领域内潜在的法律风险。

针对以上法律风险，企业需要进行定性、定量的分析，考虑法律风险源或导致法律风险事件的具体原因、法律风险事件的发生可能性及其后果，并制定法律风险防范措施。包括：一、通过对已经识别的法律风险进行分析，查找企业目前规章制度中的漏洞和盲点，进行补充和完善。如企业有关劳动人事管理制度，除加强操作性、进行合法性审查外，还要完善程序，防范可能出现的劳动人事纠纷。二、在业务人员进行对外活动中，企业针对自身业务特点，编制相关法律风险防范手册及操作规程，指引业务人员操作，规范业务人员行为。三、企业可根据企业特点和岗位特点，结合已经识别的法律风险，有针对性的对员工进行培训，提高法律风险意识和法律风险管理技能。

综上，企业应建立现代企业法律治理制度，健全企业法律风险识别和防范机制，对所有可能面临的法律风险采取统一有序的事前防范、事中控制、事后补救的措施，使企业在合法经营、良性发展的轨道上运行。

企业法律风险识别及防范

ASIAN LEGAL BUSINESSjune 2012EmployEr of choicE42

an online survey that asked 15 questions pertaining to a law firms’ performance as an employer was conducted between Feb. 28, 2012 and Mar. 30, 2012, and was sent out to the lead-ing law firms and lawyers across asia. respondents – who ranged from paralegals to managing partners – were asked to anonymously rate their employers and provide feedback on key areas such as work-life balance, remuneration, promotion prospects and iT support, among others.

Once the survey closed, the data and responses were col-lected and analysed by the ALB editorial team. The numbers of respondents from a firm were evaluated in proportion to its size, after which specific responses were graded on a scale of one to three (critical – neutral – positive). The final assessment was based on a total of quantitative and qualitative results. law firms named “employers of Choice” performed most strongly in their respective market.

Only law firms that were represented in the survey results were considered.

China

1 deheng law Firm

2 Zhong lun law Firm

3 han Kun law Offices

4 wang Jing & Co

5 r&P China lawyers

indOnesia

1 hadiputranto hadinoto & Part- ners

2 soewito suhardiman eddymurthy Kardono

3 Melli darsa & Co

PhiliPPines

1 romulo Mabanta Buenaventura sayoc & de los angeles

2 syCip salazar hernandez & Gatmaitan

3 accra law

sinGaPOre

1 drew & napier

2 rajah & Tann

3 harry elias Partnership

4 allen & Gledhill

5 Khattarwong

sOUTh KOrea

1 Yulchon

2 Bae Kim & lee

3 Kim & Chang

hOnG KOnG1 ropes & Gray2 Mayer Brown JsM3 Cleary Gottlieb steen & hamilton4 skadden, arps, slate, Meagher & Flom5 herbert smith

JaPan

1 atsumi & sakai

2 daiichi law Office

3 Mori hamada & Matsumoto

MalaYsia

1 Zul rafique & Partners

2 rahmat lim & Partners

3 Chooi & Company

4 raja darryl & loh

5 azmi & associates

india

1 Trilegal

2 J. sagar & associates

3 lall & sethi

4 Munkur law Partners

5 indus law

EmployErS of ChoiCE By juriSDiCTion:

EmployEr of ChoiCE mEThoDoloGy

EmployEr of choicE 43WWW.LEGALBUSINESSONLINE.COM: @ALB_Magazine : Connect with Asian Legal Business

Taiwan

1 eiger law

2 Tsar & Tsai law Firm

3 lee & li attorneys-at-law

vieTnaM

1 vilaf

2 lCT lawyers

3 YKvn lawyers

EmployEr OF ChOiCe 2012 ALB is proUD to prEsEnt a portion of its annUal ‘EmploYEr of ChoiCE’ fEatUrE, in whiCh thE rEgion’s top law firms arE rECognisED anD profilED BY candice MaK for thEir CommitmEnt to proViDing thE BEst worKplaCE possiBlE for its staff. thE fUll rEport of thE EmploYEr of ChoiCE 2012 sUrVEY rEsUlts will appEar in a sUpplEmEnt fEatUrE of thE ALB JUnE issUE. staY tUnED.

There is no market in asia where com-petition for talent is not fierce. Par-ticularly in jurisdictions such as hong Kong and singapore, where the pool

of leading law firms seems to constantly be expanding and the supply of quality lawyers is not quite so robust. retention is the core challenge for all law firms, and the various approaches they take range from the expect-ed offering of market-leading remuneration packages and mentorship programmes to the less conventional “open door policy” (see the profile on vilaf on page 66) and novel educational opportunities where lawyers can learn just about anything, from spanish to philosophy from a celebrity (see Yulchon’s profile on page 62). The firms that have best responded to the recruitment and retention challenge are highlighted in the following

pages, as voted by their very own employees. Over half of the survey respondents were associates and nearly a

quarter were partners. hundreds of lawyers from across the region were keen to anonymously share candid feedback about their em-ployers. There was a healthy dose of pride, criticism, humour and sincerity in the comments. similar to last year, the most polarised responses came in the work-life balance category. a fair percentage were adequately happy (30 percent), but a sizable portion rated their experience as “very Poor” with comments such as “the Blackberry is my leash” and “i never go home” and “anything less than 14 hours is considered slacking off”. Most survey respondents were kind to their employers, safely rating them within the “excellent” to “Good” ranges. On the salary front, 43 percent gave their law firms a “Good” standing. however, 20 percent felt their compensation was anywhere from “average” to “very Poor”. Quite a few lawyers gave the feed-back that they were not satisfied with bonuses or the transparency of how bonuses are decided. “it is a mystery, and we never know what our bonus is until we receive them,” says one. a whopping majority (82 percent) of respondents from south Korea gave their law firms a thumbs up on the remuneration question. Many commented that their salaries were above market rate, which aligns with the profiles of the respondents’ employers - all from the top echelons of the Korean market.

The supportiveness of management was given top marks, with 86 percent rating their superiors in the “excellent” or “Good” category. however, team collaboration achieved even more impressive num-bers with 92 percent respondents expressing their happiness regard-ing the cooperation and teamwork they experience at their firms. The iT and Knowledge Management categories received the most amount of constructive feedback. “iT has an army, but they never take any of our calls or respond to queries,” complains one survey participant. another paints a picture of “dinosaur laptops” still being used. “i am afraid we have a very slow internet connection, and we are using an-cient Office applications. it is embarrassing and frustrating when we are unable to open counterparty files,” says a respondent. however, based on feedback, it was the knowledge management departments that were most in need of improvement on the whole in this category.

For a full report on the results of the employer of Choice survey, along with a more thorough look into specific feedback and com-ments from respondents, please stay tuned for the ALB July issue’s supplement feature.


AnD ThE WinnErS ArE….ChinadehenG law FirMZooming up four places from last year, shandong-based deheng Law firm lands in the top spot with a tremendous positive response rate from its lawyers. with over 300 legal professionals on its roster, it is quite a challenge for the management to keep its staff focused, content and develop-ing. however, these are tasks that the firm’s executive director, hu Ming, says deheng is well equipped to address. she acknowledg-es there are three things every lawyer needs when she says: “First the payment, which is essential for living; second is the opportunity to move up; and third is the environment of the organisation.”

deheng guarantees a certain amount of basic payment through a corporate system, not by case commission. “we guarantee a standard life for them and a predictable pay rise every year,” says hu. The firm also pro-vides a well-designed development plan for its lawyers which offers quite a bit of flex-ibility: “we have designed a career path for them, while also respecting their own inten-tions. There is no ceiling. Geographically, our nationwide expansion provides them with more choices, so they can choose to be based in Jinan or Beijing if they like. Profes-sionally, there are no extreme hurdles to join the partnership,” she says. deheng claims a “strong firm culture” that encourages a sense of belonging. “Our organisation has a humanitarian attractiveness. we organise many activities of social responsibilities, of arts and sports. we want to create a group cohesiveness because we want our firm to be a close team,”hu says.

Younger and mid-level lawyers are of-fered many opportunities to receive training, and rise up in the ranks if they want. “we have the development path to partnership for everyone who wants it,” says hu. “i do hope more people can join.” she notes de-heng is different from many other domestic firms that set a high bar to make the part-nership. “we have a mobilisation event every year to encourage people to work harder to be promoted and we discover, nurture, and escort all potential candidates.” Younger lawyers are assigned a mentor within their department, and these senior lawyers en-courage feedback from their charges. “we care a lot about our employees’ needs, so we employ bridging mechanisms to exchange opinions,” says hu. “we listen to our employ-ees.” apart from external trainings offered by the Bar association, lawyers can attend internal educational lectures by partners numerous times a year. hu also describes a “Youth development scheme” that supports a few of its younger lawyers every year to go and study abroad.

The firm’s remuneration system is differ-ent from its peers as well, according to hu. deheng has adopted the corporate system that international firms use, where lawyers receive base pay plus bonus. in sharp contrast is the fact that other Chinese firms pay by commission. “This enables a young lawyer to concentrate on improving his or her practice skills in the early years,” says hu. “They do not need to worry about where to get cases. as long as they complete the assigned work well, they can feel stable that their payments and bonuses are guaranteed.” This is some-thing one respondent agrees with: “There is

a good balance between organisational sys-tems, and freedom is allowed for individuals to achieve their highest potential.”

after disappearing behind a roster of the country’s premier law firms last year, Zhong Lun Law firm rises above them this year to land in second place. One enthusiastic re-spondent comments: “i really love this place. Zhong lun is always getting better and greater as an employer.” earning top marks for being a “strong training ground” for younger lawyers, other respondents praised the firm’s strong work portfolio and inspiring leadership.

Han Kun Law offices, meanwhile, makes it to the employer of Choice list for the first time and debuts up high on the third posi-tion. “i like the complete training system, ex-cellent team leader, reasonable compensa-tion and comfortable working environment,” says a respondent from han Kun. its part-ners are “young and international”, and work closely with their teams. The firm is credited with a resourceful iT and knowledge man-agement team.

hOnG KOnGrOPes & GraYThe overwhelmingly positive comments re-ceived from associates employed by ropes & gray in hong Kong catapulted this relatively young firm to first place. “i believe ropes & Gray to be the best law firm to work for in hong Kong,” attests one respondent. “The work is interesting. The culture is great. The office has a very collegial and collaborative spirit, and the partners are good mentors.” staffed with about 18 fee-earners, the mid-

deheng law Firm

SponSored profile 45WWW.LEGALBUSINESSONLINE.COM: @ALB_Magazine : Connect with Asian Legal Business

ZhOnG lUn law FirM

地址：北京市建国门外大街甲 6号SK大厦36-37层

邮编： 100022 电话：86-010-59572288 传真：86-010-6568-1022/1838 网址 : www.zhonglun.com

A: 36-37/F, Sk Tower, 6A jianguomenwai Avenue, Beijing 100022, P.R. China

T: 86-010-59572288 F: 86-010-6568-1022/1838 W: www.zhonglun.com

张学兵, 中伦律师事务所管委会主任

established in 1993, Zhong lun law Firm found its beginnings in Beijing and has now grown into a

fully-fledged, international legal practice offering a wide variety of services for its clientele. with locations across China, hong Kong, Tokyo, and london, Zhong lun is at the forefront of Chinese law. The firm prides itself on training young professionals and grooming them into some of China’s most promising lawyers, says Zhang Xuebing, the founding and managing partner of Zhong lun.

employer philosophyZhang believes that the core philosophy of the firm– “Committed to your success” – makes it a conducive place to work and learn. “it is what we commit to our clients, and it is also what we commit to our young people. By success, we mean not only the client’s business success, but also each and every lawyer’s personal development and career success,” says Zhang. This strong emphasis on the training of young employees is one aspect of Zhong lun that sets it apart from others in the industry. newer employees can also expect to be paid some of the most competitive starting salaries in the country, garnering more perks the longer they stay onboard. “as Zhong lun strides towards becoming an international firm, we plan for a clear and predictable future for our young people. what distinguishes us from many other firms is that we are generous and willing to invest in our young lawyers. we offer one of the highest salaries among Chinese firms,” states Zhang. he goes on, claiming that, “a young Zhong lun lawyer could probably afford the down payment of a flat in Beijing after three or four years”. The firm also financially supports employees who wish to own property or pursue further education; lawyers who have worked for five or more years are eligible to receive interest-free loans for home purchases or studying abroad.

recruitment and retentionan ongoing challenge faced by firms is how to win over talent from other professions and industries. in China, many university students yearn for predictability and job security, leading many to opt for jobs at state-owned enterprises. “at our campus recruitment campaigns, we try convincing the law school students to be lawyers, that it’s a promising and rewarding career. Joining a firm like Zhong lun, you will have just as many opportunities as you would at the state-owned enterprises” promises Zhang. “Being a lawyer is hard, but being a lawyer at Zhong lun is less stressful and provides more opportunity to succeed. This is because we provide the best salaries, best training, and best opportunities.” indeed, Zhong lun is developing new and innovative ways to attract the cream of the crop from the newest graduating classes. The company has created scholarships from alumni donations, student subsidies,

and sponsors campus events as well as academic forums at almost a dozen of China’s top law schools. Those who are lucky enough to work for Zhong lun end up staying for the long haul, learning from some of China’s best and obtaining benefits and perks along the way.

averting attritiondespite this, it is a difficult task to prevent attrition in any industry. The legal sphere is no different. however, Zhang states that the lawyers who leave Zhong lun most often switch industry sectors entirely. “very few of them join our direct competitors, which reflects that we are more attractive in comparison to our peers,” he adds. “Generally speaking, our personnel strategy has been successful. we’ve kept those we should keep from being seduced by competitors. however, as a major firm we must have a big heart and open mind. You can’t keep everyone. Those who left received excellent training from us, and they still care about Zhong lun and are happy with our growth.” Zhang also told alB that 2013 marks Zhong lun’s 20th anniversary, and the firm plans to invite all its alumni to join the celebration.

deep-rooted cultureat Zhong lun, corporate responsibility is one of the cornerstones of their firm. The name, ‘Zhong lun’ translates to “ethical, or to abide by moral rules.” The firm sponsors many corporate social responsibility (Csr) activities, such as the Zhong lun charity fund. “we want our young people to not just care about their own development, but also about the good of society, the disadvantage of certain groups, and the nation,” says Zhang. in addition to being a responsible corporation, Zhong lun encourages a healthy work-life balance for employees, providing venues such as work out clubs and reading salons, and activities like sports recreation, cultural lectures and even professional training. as Zhong lun cares about their employees and the greater good, Zhang says that they have a responsibility to “follow the rules, to speak carefully, and act thoughtfully”.

COMMiTTed TO YOUr sUCCess


ronment and “approachable partners”. “i do like working at Trilegal,” says one comment-er on the survey. “Being a corporate law firm, it is really hard to please people working for you. But i would say that my firm is doing a pretty decent job. i have knowledge of other law firms in india, and i would really prefer to be at Trilegal over any of those.” Gorthi is refreshingly forthcoming about challenges in attrition the firm experiences from time to time. But he highlights how seriously firm management considers the issue. “we are doing a lot of things to address this, like stepping up recruitment, monitoring time, monitoring weekends to make sure people are getting proper balance. it is an ongoing process. i w ill not say we have cracked it, but we are very aware of it and determined to do something about it.” One of the solutions is the installation of a workload tracker and in one office, a concierge service has been im-

“TRUST IS THE kEY vALUE THAT TRILEGAL UPHOLDS AND THAT COMES THROUGH IN THE EMPLOYER-EMPLOYEE RELATIONSHIP. IT IS A vERY GOOD EMPLOYER.”

- SurVEy rESponDEnT on TrilEGAl

sized office prides itself in having a platform that offers its lawyers exposure to a variety of work, rather than keeping associates locked down in one practice area. “associates are encouraged to be members of more than one practice group, and to get involved in differ-ent types of transactions,” says Paul Boltz, a partner at the hong Kong office. another key difference resounding from the survey was how active the partners were in working with, and developing younger lawyers. Boltz says: “Our firm has a lower ratio of partners to as-sociates, and we are a group of young, active, hands-on partners who get involved in our deals and with the associates together. There is a real commitment to on-the-job training and hands-on approach to handling things.” a market survey found that in a highly com-petitive legal space like hong Kong, ropes & Gray is placed at the high end of the market with its compensation package. “we do want the best people,” says hong Kong-based partner Brian schwarzwalder. “it is our stated goal to be competitive so we can attract and retain top talent. it so easy to find bodies, but to find really good, switched-on people who are multicultural and multilingual – that is a narrow group and really competitive.”

Mayer Brown JSM, meanwhile, lands comfortably into second place, moving up two spots from last year. its collegial work environment and training initiatives have been lauded by respondents. “My colleagues are friendly and professional, and we have

indiaTrileGal“Trust is the key value that trilegal upholds and that comes through in the employer-em-ployee relationship. it is a very good employ-er,” says a survey respondent about first place india winner, Trilegal, which climbed up four spots to dethrone amarchand & Mangaldas from its two-year long perch at the top. The 12-year old firm has experienced tremendous growth in recent years, and it values its staff highly. sridhar Gorthi, Trilegal’s managing partner, tells ALB how the firm focuses on growing talent internally, and that it works hard on retaining its talent through in-house training and grooming. “we have a different structure and approach,” he says, about the firm’s vision. “we are a complete meritocra-cy, and the transparency and flat meritocracy permeates through the firm and is visible to every lawyer. There is a very clear path to in-creasing the ownership stake in the firm.”

The reputation of the firm is very clear for new recruits fresh from law school: it is a “cool” place to work with high-quality work, rigorous and varied training, a collegial envi-

ropes & Gray, hong Kong

many resources available to us,” says one. Finally, cleary gottlieb Steen & Hamil-

ton cracks into the top three with favourable comments about easy-to-work-with partners and the “respect the firm shows us”, says one respondent.


plemented. rubeena Mander, the firm’s sen-ior hr manager explains: “if associates need to make personal travel bookings or pay utili-ties bills among other things, they can have it done through the concierge. we are trying to help the lawyers achieve a balance.”

another bonus is that the firm’s evalua-tion processes are more robust, with more structured and detailed feedback offered to associates to gauge their development and work. human resources is also more involved than at some other indian firms. There is

indOnesiahadiPUTranTO hadinOTO & ParTners“at the end of the day, the assets we have are the lawyers we have,” says Hadiputranto Hadinoto & Partners’ (hhP) recruitment partner, nadia nasoetion. This year, the in-donesia firm unseats Melli darsa & Co as the country’s top employer of Choice in our survey. Competition is quite fierce for talent in indonesia, particularly for quality associ-ates at the mid-level rank. This has helped

extensive training offered to staff, and law-yers have access to allen & Overy’s train-ing and secondment programmes (thanks to Trilegal’s affiliation with the Magic Circle firm). “we are constantly finding new ways of improving programmes, and making them more fruitful for people,” says Mander. To sum up why Trilegal is ALB’s winning em-ployer of Choice for 2012, Gorthi remarks: “we work hard, party hard, and pay well.”

Meanwhile, jumping up one spot from last year, J. Sagar & associates lands in

hadiputranto, hadinoto & Partners

second place this year, scoring highly for quality of work and work-life bal-ance. Lall & Sethi makes its first ever appearance on our list and claims third place, with strong comments from participants about feeling valued and supported by management. One respond-ent has very kind words for the firm’s founder: “as an employee, i like the envi-ronment of my firm and the kind of relationships that employees have with each other. The absolute best thing about the company is Mr. lall, who is a very nice human being and very car-ing of his employees.”


“WE TRY TO ALLOW THE LAWYERS AS MUCH FREEDOM AS POSSIBLE. WE DON’T BOTHER THEM ABOUT PRACTICE GROUPS, HOW THEY DRESS. WE ENCOURAGE ASSOCIATES TO MARkET, AND WE ALLOW PEOPLE TO RAISE IDEAS IN MEETINGS.”

BonniE Dixon, atsumi & sakai

lawyers from other Japan-based firms. “Peo-ple are coming to us,” says senior partner hi-roo atsumi, who surmises that even though remuneration may not be the big draw, its transparent and easy-to-understand bonus structure is attractive for associates.

Partner Bonnie dixon says other benefits the firm offers include llM studies overseas, and training opportunities offshore. “These are huge attractions for lawyers,” she says. “Because we have foreign partner firms, we have had a 100 percent success rate for placements. so it is a definite work quality-career benefit.” atsumi & sakai has a unique organisational structure where lawyers are not segregated by shimas or islands; a sys-tem that isolates associates to one particular

practice area. “we are very frank and open, we do not have factions in our firm,” says atsumi. “everyone belongs to two practice groups and we encourage them to join more if they wish. That is our basic policy.” This provides associates with a broader exposure to different types of work. dixon also points out the firm’s strength in diversity - that 40 percent are women - the statistic found at every level of seniority. “we have a lot more diversity than other firms,” she says. “we

are very women friendly, we make accom-modations for them by having very flexible employment arrangements. For skilled and intelligent women, atsumi & sakai is one of the better places to work.”

Mentorship programmes are not formally implemented, but they do not need to be that way because very often, senior lawyers are working directly with junior associates on all matters. “i see people getting mentored by senior partners all the time. Part of it is maybe we do not have enough people, so i work directly with associates and i cannot afford to have a really layered team,” says dixon.

The firm has increased its headcount in the past year through a number of lateral

hires. This lends to the firm’s ”open” environ-ment because “they do not come here with loyalties internally, so they cannot build a kingdom here,” says atsumi. “My personal feeling is we have a really different struc-ture, we are not rigid about who is here as a senior person because we have new peo-ple joining the firm all the time.” atsumi de-scribes the freedom the firm offers as a rarity among conservative Japanese firms. “You can choose whatever practice area you want

atsumi & sakai

JaPanaTsUMi & saKaiJapan winner atsumi & Sakai is “a very dif-ferent place to work at” - and that is a good thing. ascending four spots to reach the top, the law firm has a nimble size of about 100 staff. it offers employees an open and unique workplace that differs from more traditional and conservative domestic firms. a sign of the firm’s success is reflected in its rapid expansion and recruitment of partner-level

forge hhP’s approach of focusing heavily on developing associates as professionals and as individuals. “lawyers can see the benefits of joining us because they can develop skills and develop themselves,” says nasoetion. There are practice-specific and soft skills trainings, along with yoga classes, sports activities and social events. There is also a mentor-mentee programme in place, which includes feedback sessions conducted by hu-man resources in-house and externally (by Baker & McKenzie, an affiliated partner of hhP).

Management, according to nasoetion, is very responsive to concerns about work-life balance. “we do not want to wait until our associates are burned out, so we are proac-tive about creating a balance.” she says every Monday morning, the partners have a meet-ing and they discuss the issues associates have. “Being an employer of choice means the management must have a willingness to create a good working environment and system,” says nasoetion. some forward-thinking approaches hhP has adopted in the past two years are flexible working hours or a work-from-home set up, especially for working mothers. “The founders of hhP are female, so they understand the challenges working mothers encounter,” says nasoe-tion.

Soewito Suhardiman eddymurthy Kar-dono inches into the second spot on our employer of choice rankings, moving up one place from last year. it has received positive comments from respondents for its manage-ment’s commitment to preserving a decent work-life balance for its lawyers. “i am very grateful that my employer helps take care of us all. i feel valued,” says one. Melli darsa & co, meanwhile, comes in third. although a drop from its first place tiering last year, the feedback this year has been very strong. “The firm does provide good training for law-yers,” says one respondent. another credits the firm with having “a good culture and en-vironment.”


to join, you are quite free to cut down on fees or offer discounts to clients once you attain the approval of management,” he says. dix-on concurs: “we try to allow the lawyers as much freedom as possible. we do not bother them about practice groups, how they dress. we encourage associates to market, and we allow people to raise ideas in meetings.”

This liberal ethos is derived from the law-yers themselves. whereas other firms may attract a type of lawyer or personality that would fit into a more uniform culture, at at-sumi & sakai “our people here have done weird stuff, lived in weird countries, and they bring a lot of different ways of thinking. it just flows from having the individuals here,” says dixon. The firm has five foreign partners and their valued involvement at the senior management level means that “we are able to freely throw our ideas into a discussion, which results in a firm with a lot of hybrid approaches. The firm treats foreign partners as part of the thinking process, and this has had a powerful impact on being ‘out-of-the-box’”.

Making its first ever appearance on our employer of Choice list, daiichi Law firm climbs ahead of the “Big Four” law firms. The mid-sized firm scored well for its col-laborative and stable environment. Part-ners are commended for being respectable and hands-on. next up is Mori Hamada & Matsumoto. The venerable firm remains buoyed in third place, the same as last year. its development and training programmes were highly rated by respondents. One such respondent says: “i have the opportunity to do interesting work with other excellent law-yers.”

MalaYsiaZUl raFiQUe & ParTnerswhen Zul rafique moved to a new building two years ago, it installed a fully-equipped gym and multipurpose space that is used as a cafeteria and classroom. These new facilities play an integral role in enhancing lawyers’ lives, and help the Malaysian firm secure its top ranking position once again as the employer of choice in its jurisdiction. in fact, its office space and the activities or-ganised – such as yoga classes, motivational coaching and even blood drives to give back to the community – are such a success that recruitment partner Mariette Peters-Goh has considered inviting other law firms in the vicinity to participate. what is key to the firm’s approach in being a quality employer,

Peters-Goh says, is “trying to create an en-vironment for the staff that provides them with the sense of having a life even while at the firm”. The implementation of non-legal activities that enrich lawyers’ lives has been very successful, with many of them being well-attended.

On the remuneration front, Zul rafique continues to pay above the average in the market, which its lawyers appreciate. “i feel secure because my salary is better than my peers at other firms,” notes one survey respondent. interaction between senior partners and junior lawyers is encouraged through the firm’s in-house training pro-gramme, where seniors gives talks on their practice areas, updates and share experi-ences. women feel very comfortable work-ing at Zul rafique with the management offering several options for working mothers, or those who are pregnant. Though these cases are evaluated on an individual basis, Peters-Goh is championing new approaches to retain its talented female associates. “i am personally looking at recommending a work-from-home policy, or some flexible working hours at least for women here, because some issues cannot be avoided due to children and family,” says Peters-Goh. “rather than los-ing them, many of whom are very talented, why not just keep them on whatever terms?” Though nothing formal has been presented to the partnership for approval yet, Peters-Goh is confident that in time, her ideas will come to fruition. “it can be done; i have seen it done at international firms, so it is just a matter of where there is a will, there is a

Zul rafique

way,” she says. The competition for talent in the market is very stiff, which the manage-ment at Zul rafique is very aware of. “so this makes them very open to ideas,” says Peters-Goh.

rahmat Lim & Partners debuts in the second place this year, riding a wave of positive feedback on an equal opportuni-ties environment and comments emphasis-ing the helpful and supportive demeanor of senior lawyers and the management. chooi & company, our third place finisher, is simi-larly appreciated by respondents for its “un-derstanding and sympathetic partners”. The firm scored highly with young lawyers who appreciate the dedication the firm has in training and developing them.

PhiliPPinesrOMUlOromulo Mabanta Buenaventura Sayoc & de los angeles (romulo) boasts a statis-tic that is extremely rare for any law firm in asia: in the last decade, it has not lost a sin-gle associate to another firm. “To me, that is an important indication of how the firm is as an employer,” says managing partner Perry Pe. associates have left, he notes, but to in-house roles with clients rather than for a rival firm. it is not just Pe who is proud of this fact. in this context, one respondent writes: “we have the lowest attrition rate in the Philip-pines. we are happy associates, and it feels like a family.” romulo bumps last year’s win-ner, syCip salazar hernandez & Gatmaitan from its perch to win the title of employer of


Choice 2012 for the Philippines. what is the secret to its success? For starters, the firm is extremely choosy in hiring new associates, and will bring on no more than five each year. The low number is due to the lack of turnover. according to Pe, the management has an at-titude of respect towards all its staff. “we do not treat them as employees; we treat them as professionals and lawyers from day one,” he says.”i will tell my lawyers - my only ad-vantage is my experience, but in terms of the law, you are probably smarter than i am.” as-sociates can expect senior partners as men-tors and the consistent flow of quality work. “i will bring my lawyers together with a cli-ent face to face, even if it is their first deal or case,” says Pe. “Our lawyers are not just fig-ureheads or flower arrangements; they are important to us, and they know that.” One survey respondent writes: “The great work-ing atmosphere at romulo removes most of the stress of being a lawyer.”

The firm’s reputation for specialised corporate work and incentive-based sal-ary structure makes it an attractive place of employment. “You are not tied to one pay-check per month. The harder you work and the more you participate, the more bonus you will receive,” says Pe. The managing partner is candid that romulo rarely hires laterals because “it will break up our sys-tem. we are all so close, like a family”. The firm organically grooms and grows its talent from the early stages when they are hired as junior associates. romulo boasts of a strong secondment and exchange programme with

many top tier firms in the U.s. and elsewhere around the world. re-vered wall street names like wach-tell lipton rosen & Katz, sullivan & Cromwell and Cravath swaine & Moore roll off Pe’s tongue as he de-scribes where some past romulo as-sociates have been placed. “The firm has a very good vibe; there is no fear factor which is common with many law firms,” says one respondent for romulo. “Management is supportive and easy to work with.”

Taking a back seat to romulo this year is Sycip Salazar Hernandez & gatmaitan, which remains in an enviable second place. a common theme running through feedback from respondents about syCip is the firm’s strong culture of teamwork and work environment, where asso-ciates feel like they are learning from “talented seniors”. “i am very happy being here with interesting work and

colleagues as friends,” says one. accra Law, meanwhile, smoothly transitions to third place again this year. Comments and ratings indicated the firm has an excellent iT infra-structure, and that there is a fair distribution of workload by highly-involved partners.

feat that drew & napier beat out notable peers.

“drew & napier clearly values its staff and lawyers, and the directors go out of their way to demonstrate their appreciation for the staff and lawyers here. i am delighted to be here,” comments one respondent in the survey.

according to director Blossom hing, the firm is “very focused on people”. while speaking to ALB, hing and hiring director Kelvin Tan emphasised the management’s goal of providing ample training to develop its staff as both lawyers and individuals. “we work as a team and when you join us, you are joining a family,” says Tan. a popular initia-tive is the firm’s work-at-home programme, where lawyers can work from home once every two weeks. “we trust our lawyers can work from home and deliver the quality work product,” says hing.

The firm offers a cool, comfortable lounge, regular sporting and social activities, firm trips and frequent training and education opportunities. however, beyond these perks, the partners explain what drives the firm forward and permeates through its culture is the collegiality, cooperation and cohesive-ness of its employees. “People on your team are like friends and family, so this makes it easy to come to work every day. You do not ‘just view them as colleagues’,” says Tan, who credits the management’s conscious ef-forts to replicate the small team, family-like feel the firm had in its early years when it was much smaller.

another plus point for younger lawyers is that the track for promotion is very clear and that senior lawyers focus heavily on groom-ing the next generation. “we are very picky

drew & napier

sinGaPOredrew & naPierFirst place winner drew & napier moves up a notch from its second place standing last year with significant participation and strong, positive feedback from its staff. it is no secret that singapore is a highly competi-tive market for talent, and so it is no mean


when we choose people at the outset,” says Tan. “Our duty to(wards) them is to invest efforts to ensure they are going to succeed here and have a long career here.” with the pro bono interests of associates rising in past years, the firm has recently instituted a policy that encourages its lawyers to do at least 25 hours a year. For special employee cases – such as female staff requiring longer mater-nity leave or a need to work remotely for an extended period of time – the management is very receptive to working out flexible ar-rangements that enable a lawyer to remain in the firm’s fold. “we have been quite good about flexible arrangements because differ-ent people come with different wants,” says Tan. in summary, hing enthusiastically re-marks: “at the end of the day, we really love our firm.”

in second place is rajah & tann, which moves up two spots from last year. Feedback from survey respondents repeated a similar message: the firm cares about its employees. “rajah & Tann tries very hard to be an un-derstanding employer and at the same time, maintain the quality of work expected of a leading law firm. The culture and philoso-phy of (the) management reflects very much what it promises,” says one. another says they feel like “everyone is treated as part of this big family”. Many also had favourable comments about the incentives and develop-ment programmes the firm offers. “i feel that my employer, rajah & Tann, is a place where i can have security and am able to grow to my best potential. This firm is a well-rounded employer that really takes care of its employ-ees,” says a content respondent.

The Harry elias Partnership, meanwhile, appears in third place after being notably absent from last year’s ranking. The firm is praised by a respondent for offering “great practical experience” and having directors who are approachable and “willing to do the work with us (associates)”.

sOUTh KOreaYUlChOn“Yulchon is the most appropriate firm for me among the south Korean law firms,” writes a respondent; a sentiment that is replicated by many of the firm’s lawyers who participated in our survey. Yulchon moves up two places to dethrone Kim & Chang as ALB’s employer of Choice for south Korea this year. accord-ing to managing partner sai ree Yun, there are several elements of the firm’s philosophy that lend to its success as a younger, cutting-edge employer among the top domestic

players.First, the management is dedicated to re-

taining talent by rewarding them financially, as well as providing them with a sense of belonging and satisfaction. “we try to have a very congenial and comfortable work en-vironment - not just in a physical sense, but also in a psychological sense,” says Yun. sec-ond, Yulchon’s organisational approach is to cultivate a small group environment within the larger firm. “each practice group and team is subdivided into smaller groups where each individual can feel a sense of belong-ing and care,” says Yun. Third, education and training is an invaluable resource for lawyers and the firm has catered to this demand with its famous Yulchon academy, where associ-ates can learn almost anything from a bevy

of foreign languages to lectures on history, philosophy or business. The firm invites ce-lebrities, academics, renowned businessmen and other knowledgeable personalities to share their insights. recently, even the firm’s clients have participated in teaching at the Yulchon academy. “The legal profession is really one of information and knowledge. it does not cost much to share knowledge, but the productivity is very significant,” says Yun. “The best way to make our professional ser-vices more productive is to share knowledge, and encourage our professionals to be mo-tivated to continue studying and developing their skills sets, knowledge and experience.” Fourth, and what Yun says may be its great-est strength, is that its founding partners are still very active in practice, and that they pro-vide very strong and clear leadership. “One of the reasons i have heard from lawyers who join us from other firms is that they did not see any vision for future growth or strategy at their former employer, whereas we provide them with a clearer vision and strategy,” says Yun. One comment from a respondent con-firms this: “Yulchon is very open to newcom-ers from other law firms, unlike other firms. The senior lawyers are strong role models.” another respondent in the survey says: “i re-

“THE BEST WAY TO MAkE OUR PROFESSIONAL SERvICES MORE PRODUCTIvE IS TO SHARE kNOWLEDGE AND ENCOURAGE OUR PROFESSIONALS TO BE MOTIvATED TO CONTINUE STUDYING AND DEvELOPING THEIR SkILLS SETS, kNOWLEDGE AND EXPERIENCE.”

SAi rEE yun, Yulchon

spect the senior lawyers in Yulchon.” in the past 12 months, the firm has been

expanding – it hired 50 new lawyers, 20 of them whom were lateral hires. “we had quite a significant contingent of new lawyers joining us from other law firms in Korea, both at the partner and associate level. i believe this speaks for our reputation in terms of working environment,” says Yun. Compen-sation and promotion are almost exclusively based on merit, which makes the partnership track for younger lawyers very clear. another bonus for associates are its secondment pro-grammes. after a lawyer completes his or her llM abroad (fully funded by the firm - a market standard for Korean law firms), they can be dispatched to international firms overseas for a year or two.

“we place a high priority on team spirit and working as a team,” says Yun. “we try to make the environment and working re-lationships less competitive.” a survey re-spondent concurs with the firm’s efforts to encourage cohesion and balance when he says: “Yulchon tries to distribute the work-load in a more balanced way by the help of a computerised time checking system and constant recruitment.” senior management at the firm is very focused on the challenge of trying to help balance work and life for its lawyers. “Yulchon is not perfect for now,” says one survey respondent. “But it is always trying to improve, which i like.” another one says: “while it is not a number one firm yet in Korea, Yulchon is still growing fast and i am confident that this firm is going towards the right direction.”

Meanwhile, landing in a very respect-able second place once again, Bae Kim & Lee gave Yulchon a good run for the title of employer of Choice in south Korea. with an impressive amount of responses from the staff, the firm boasts of a bevy of varied development and training programmes for its lawyers, quality work, management that encourages cooperation among teams, and a favourable remuneration package. “as an


Yulchon

employer, my firm has always been fair,” says one respondent. “They reward merit and ap-preciate the challenges of practice.” another offers his take by saying: “Compared to other firms, the firm is not a bad place even though it can be hierarchical. Things work and move here, and the partners are smart, attracting top quality work.”

Finally, Kim & chang drops down two places to third this year. But the regional powerhouse continues to win accolades from respondents for the quality of work, cream of the crop leadership, and generous (by mar-ket standards) compensation. “i cannot say i am unhappy with the pay because we are among the top paid lawyers in the country,” says one respondent. another says: “This is a firm i will be happy to stay at for at least an-other 20 years. The training is excellent, the client base superb, and the work selection is incomparable.”

TaiwaneiGer lawwhen you visit the online website of this year’s Taiwan winner, which is eiger Law firm, one of the first things you will notice is the firm’s diversity. One of the key draws to the mid-sized offering, as partner John east-wood says, is that the partnership path is transparent, attainable and “we do not play games”. One of the major challenges in the Taiwanese legal market is senior associates lacking a clear way to enter the partnership ranks at the larger, domestic firms. “we want to be a very equal opportunity employer; there are no lines between locals and for-eigners. we look at the attorney’s work, their acquisition; are they working hard? are they a good leader?” asks eastwood. “we want to be extremely straight with everyone about numbers, (and) how we count them up. The

“WE DON’T HIDE AWAY OUR ASSOCIATES, WE’RE vERY PROUD OF THEM. OUR MANAGEMENT STYLE IS WE TRY TO HELP PEOPLE BE SUCCESSFUL.”

john EASTWooD, eiger law

essential ingredient to the firm’s success as an employer can be summed up in one word: respect. we have an environment where we behave respectfully toward employees. we treat people respectfully, and have an open door attitude to questions and problems,” he says.

There is a very upbeat, family-oriented vibe running throughout the firm. “we are not a law factory. we have a lot of people who have families, which makes us more ef-ficient,” says eastwood. “People should work hard, then go out and go live a life. The work-fun balance here is pretty good; we do not want our attorneys having the typical prob-

lems of high stress professions.” The firm takes an unusual stance on the “firm trip” event that most other law firms hold. instead of making a firm trip mandatory, no matter how exotic the locale, the partners decided instead to put the spend back into its staff’s pockets through their salary and “let them choose where they want to go on vacation”, says eastwood.

Partners at the firm work with the young-er lawyers, and are happy to mentor and de-velop their skills. eastwood gives an example of how he helps associates on international-ising their tone and manner of reporting to

clients. “we do not hide away our associates, we are very proud of them,” he says. “Our management style is we try to help people be successful.” a strong element of their management approach is trust. “we trust our associates and have a good attitude that says people can do anything they can show they are ready to do. we will let them do it,” says eastwood.

Following on eiger’s heels is tsar & tsai, which received high marks from respondents for its work diversity and stable environment, where lawyers are encouraged to partake in development trainings and studies abroad. domestic powerhouse Lee & Li, meanwhile, lands in third place, with one of our survey respondents saying: “i am pleased to work at this firm. it is the best in the country with the top lawyers.” The firm’s brand comes across strongly in feedback, and it was well regard-ed for its internal small group collegiality and work quality.

ThailandThis year, ALB made the editorial decision not to rank Thai firms as there was not a strong enough participation rate from the market. a minimum of five firms with at least 10 votes each were required for us to consider a table, but unfortunately, this strict threshold was not met. however, we did want to highlight that one firm in particular stood out with a number of positive comments from its par-ticipants: LS Horizon. The firm was praised for its “understanding management”, work quality and being, as one respondent said: “a law firm that takes care of its employees”.

vieTnaMvilaFwhat stands out at Vilaf is the firm’s “open


“WE WANT TO CREATE AN ENvIRONMENT THAT IS FLEXIBLE, FRIENDLY, AND SUFFICIENT FOR THE LAWYERS AND STAFF. WE WANT TO MAkE IT FEEL LIkE A FAMILY.”

Vo hA DuyEn, vilaf

door policy” and its management’s efforts to accommodate its lawyers’ lifestyles. The vietnamese firm climbs to first place to over-take last year’s winner, YKvn lawyers. vo ha duyen, vilaf’s managing partner, stresses that her firm places significant emphasis on retaining the “good lawyers” at the firm. “we try to create an environment that is nurtur-ing and accommodating, and we provide the necessary training for their practices and to keep them with us,” she says. “we want to create an environment that is flexible, friend-ly, and sufficient for the lawyers and staff. we want to make it feel like a family.”

duyen explains that her management team is acutely aware as to the stresses in a lawyer’s life, and from this has stemmed the firm’s “open door policy” – where lawyers who have been with the firm for three years can take a leave of absence from six months up to two years, and then return to the po-sition they once held if they need to take a break. “This effort is provided to offer law-yers a feeling of stability because we under-stand life is difficult,” says duyen. The firm also allows flexible time schedules. as vilaf is one of the country’s largest corporate and commercial law firms, it has an advantage in terms of headcount. “One advantage for us is our size. we have large teams, and so each can take alternate positions and have alternate people participate in one project and provide favourable support,” says duy-en. another strength is that senior associates have an equal opportunity to be made part-ner, which is evident in the firm’s expansion and growing partnership. “They see they can make it to partnership,” says duyen. “we spend a lot of time growing people to make them promotable.”

The flexible, accommo-dating and stable environ-ment keeps its lawyers hap-py, even if salaries are not the highest in the market. “For those who need it, we arrange a system for them to stay at home to work, or work from remote access until they have recovered and can come back,” says duyen of associates or staff who may need some time off due to illness or family issues. “we want to keep our people with us, and this provides them with some security.” Partners are en-couraged to spend time with associates, and many

in the junior ranks find themselves being mentored and guided informally by senior lawyers. internal training is routinely organ-ised, and there are social and sports events members can attend.

Meanwhile, a new entrant from last year, Lct Lawyers, claims second place. scoring points from respondents for its “open work-place”, the firm provides interesting work to its staff and management is rated highly.

“My partner treats me with respect and i see this continued within the firm among other colleagues,” says one survey participant. Fi-nally, YKVn Lawyers slips two spots to land in third place. “They do not work lawyers around the clock, and the hours are not as bad as in other firms here. staff is valued and management treats us with respect,” says one respondent of the congenial and bal-anced work culture at YKvn.

ASIAN LEGAL BUSINESSjune 2012Fast 1054

China’s fAST 10

Fast 10 55WWW.LEGALBUSINESSONLINE.COM: @ALB_Magazine : Connect with Asian Legal Business

YEAR ON YEAR, LAW FIRMS IN CHINA ARE GROWING AT AN EXPONENTIAL PACE. THE DYNAMISM OF THE DOMESTIC MARkET COUPLED WITH THE INTERNATIONAL AMBITIONS OF CLIENTS HAS DRIvEN FIRMS TO INCREASE HIRING, LAUNCH NEW OFFICES AND DEvISE AGGRESSIvE, BUT SUSTAINABLE, LONG-TERM STRATEGIES. BASED ON SUBMISSIONS AND INTERvIEWS, ALB HAS NAMED ITS 10 FASTEST GROWING LAW FIRMS IN CHINA BY HEADCOUNT AND REvENUE GROWTH. THE MANAGING PARTNERS OF THE FAST 10 TELL Liu ZHen WHAT LIES AHEAD.

reUTers/Toby Melville


The 2012 China Fast 10 recognises the law firms that showed the strongest performances in this rapidly growing market with regards to physical expansion and revenue growth. divided by the expansion approaches of volume or specialisation, or a combination of both, the fast 10 firms are strategically preparing themselves to take further advantage

of China’s industrial upgrading and overseas investments. in particular, they are focusing on increasing network coverage, expanding practice areas and improving professional proficiency. in this age of intensified competition within the legal industry, those that have found the most suitable approach to their own unique development are taking the lead for the future.

METHODOLOGY The ALB China editorial team received submissions from law firms that provided information on their hires, departures, percentages of revenue growth, newly opened offices and other elements contributing to a firm’s growth between May 11, 2011 and May 11, 2012. Only firms that made submissions were considered.

after the results were collated and the quantitative data analysed, a top 10 list was created that honoured those firms that achieved the highest balance between increased head-count and office locations, and strong revenue growth. The list featured here is not a ranking, but rather a collec-tion of China’s top 10 fastest growing firms, with one honourable mention.

headQUarTers: BeijingBranChes: shanghai, nanjing, handan, hong Kong, seoul, Berlin, washingtonnew OFFiCes OPened: TwoheadCOUnT GrOwTh: 169 percentrevenUe GrOwTh: 60 percent

The nationalisation strategy brought Beijing dhh law Firm (dhh) two new offices and 58 more lawyers this year, representing a 169 percent headcount increase. The firm also earned 60 percent more than the year before.

a dual brand with the shandong deheng law Firm, dhh sets its home base in the capital city of Beijing because of its vision of nation-alisation, says Jiang Qi, dhh’s managing partner. The year 2012 is going to be the “year of nationalisation” again. new offices are lined up, with two to be opened in the second half of the year in henan, Tianjin, and shanxi provinces that surround Beijing and shandong. “Our nationalisation will expand further,” says Jiang. “Unlike others, our branches are tightly bound together as one brand, one manage-ment and one team.”

Between the two approaches of increasing volume or specialisation, dhh has chosen scaled development instead of the boutique strategy. By the end of 2013, the firm should have eight offices in mainland China and its headcount should double again to over 150. But the expansion should never be hasty or blind, notes Jiang. Following a clear road map, the opening of new offices will be step by step and pragmatic. “we will work hard to push the profile of the headquarters to cover all the branches nationwide with our brand, management and team; the three concepts we raised,” he says.

Meanwhile, dhh is part of leading national firm network elite Chinese legal alliance (eCla) that now has nine members across China. another part of the dhh nationalisation plan is working through eCla to enlarge the organisation to 20 firms with over 1,000 lawyers by the end of 2013. The target member firms are regional leaders,

each sized at around 30 lawyers with about 10 million yuan in annual revenue. “we position this league as the combined fleet of the cruisers in the legal industry. By combined, we mean the firms are independent, and by cruisers, we mean they are medium-sized, not the super big aircraft carrier groups,” says Jiang. “Together in the fleet, the cruisers can fight the aircraft carriers.”

BeiJing dHH LaW firM

China’s fAST 10


headQUarTers: BeijingBranChes: shanghai, shenzhen, Guangzhou, Chongqing, Chengdu, Xi’annew OFFiCes OPened: ThreeheadCOUnT GrOwTh: 72 percentrevenUe GrOwTh: 120 percent

Grandway was created by one of the most noticeable mergers in the past year. in October 2011, two Beijing-based firms, Grandfield and Kaiwen, began talks of a merger and quickly reached an agree-ment in March this year. The combined new firm saw the number of partners rising from 22 to 48, and the overall headcount increasing by 72 percent. The number of offices also doubled to six. in the first two month after launching, it recorded magnificent growth, with 120 percent more revenue from the same period last year.

Zhang liguo, former managing partner of Grandfield and chief executive partner of the new firm Grandway, says the merger was initiated by several partners of both firms who had long histories of cooperation, and who shared a common goal of creating a bigger and stronger firm. “The two firms had complementary advantages in terms of talent, practice areas and management,” he says.

Former firm Grandfield focused on the capital markets, and was one of the key leading firms in China handling a-share initial public offerings. Meanwhile, the former Kaiwen was strong in banking and finance, as well as insurance and litigation. “after the smooth merger, our key task this year is to put together our strengths and bring out the chemistry of the combination to make one plus one greater than two,” says Zhang.

The new Grandway is aimed at increasing the standard of practice with upgraded management and training. while establishing an integrated system, the partners would also like to forge a new firm culture that is accepted by lawyers from both sides in order to pave a solid foundation for long-term growth, according to Zhang.

with deepening specialisation in the legal industry, Zhang believes that successful growth for a firm means expansion that can only be based on strengthened expertise. “Globally, outstanding firms do have significant size; but not all significantly sized firms are outstanding,” says Zhang. “Our dream is to make our firm an outstanding one.”

headQUarTers: shanghaiBranChes: Beijingnew OFFiCes OPened: nilheadCOUnT GrOwTh: 17 percentrevenUe GrOwTh: 45 percent

llinks law Offices managed to obtain significant growth plus high average revenue per partner and per fee-earner figures without a large number of new hires. its two offices in shanghai and Beijing saw the exit of a few junior lawyers, but the firm substituted them by bringing experienced partners and senior counsels on board. The an-nual growth of 45 percent to reach over 110 million yuan with a total of 62 lawyers strongly proves llinks’ philosophy of development with caution and quality.

“what i want is to build a firm that lasts for centuries. when evaluat-ing from the scale of a hundred years, the short-term speed does not matter that much,” says Yu weifeng, the founding partner of llinks. “i always emphasise that we are taking a steady pace to grow. we have our long-term goals. we have our core values , which are specialisa-tion and teamwork.”

since being established in 1998, llinks has been developing a dis-tinct strategy by dividing up highly specialised services whereby each lawyer only focuses on his or her own specific area. according to Yu, llinks’ lawyers have benefited from this strategy as their capabilities and competencies improved. Greater efficiency saves clients’ time and costs, and deeper understanding and knowledge strengthens clients’ confidence. llinks’ reputation of being professional and specialised has been well recognised and welcomed by the market.

after effectively homing in on practice areas such as M&a, equity, banking and finance, asset management, tax and customs, and real estate, Yu says his firm has now set its eyes on three new areas: dispute resolution, debt markets and intellectual property.

with llinks’ strategy, Yu says he would look for a few really out-standing partners in the industry to join and lead the practices towards growth. he set the partner target number over the next couple of years to reach more than 20 partners with a mild two-year growth of 50 percent, given the uncertainty of the economy. “we are not seeking a merger with other firms in the near future, and we will not increase our size dramatically. we value the quality of growth over quantity,” he says.

grandWaY LaW officeS

LLinKS LaW officeS

Zhang liguo

llinks law Offices


headQUarTers: BeijingBranChes: shanghainew OFFiCes OPened: nilheadCOUnT GrOwTh: 49 percentrevenUe GrOwTh: 25 percent

Thanks to a strategy of stable development, Tian Yuan law Firm reached the 200 million yuan revenue mark with a 25 percent annual growth last year. Managing partner Zhu Xiaohui describes the firm’s key word as “balanced”. Traditionally specialising in securities, M&a and dispute resolution, Tian Yuan has managed to find the perfect point where the different combinations of practices can grow through different stages of the economic cycle. it has also delicately balanced the domestic and overseas markets. “we only pursue steady growth,” says Zhu. “service quality control comes first.”

in Tian Yuan’s plans for the future, defending and increasing its market share in three traditional practices ranks first. But it does not mean that the firm would not seek an entry into new areas like funds, which is naturally derived from existing practices. apart from its two existing offices in Beijing and shanghai, Tian Yuan partners are deliberating opening new offices elsewhere. But there will never be an explosive increase of branches or headcount, according to Zhu. Tian Yuan’s third office will likely be somewhere in south China, and a setup in the southwest region could follow.

“we insist that any branch has to been established and run di-rectly by ourselves,” says Zhu. The expansion has to be based on the market demand and the clients’ needs, he emphasises. speed does not matter; practice quality and risk control do. in spite of its quickly growing international-related business, Tian Yuan has still not yet thought about having branches abroad. “however, a partnership with a foreign firm is definitely worth doing. leveraging the networks of foreign local firms to serve the needs of clients is a good option,” says Zhu. “each firm has its own strategy and we welcome all kinds of attempts by other firms, which might provide good examples for the entire industry’s future development. however, we have our own situation and choices. ”

headQUarTers: BeijingBranChes: shanghai, Guangzhou, shenyang, Tianjin, Kunming, Xiamen, wuhan, nanjing, Qingdao, suzhou, Changsha, Chengdu, hohhot, Jinan, shenzhen, Changchun, dalian, Taiwan, new York, london, verona, Budapest, sao Paolo, seoul, warsaw, istanbulnew OFFiCes OPened: 10headCOUnT GrOwTh: 31 percentrevenUe GrOwTh: 100 percent

Yet again, Yingke recorded a 100 percent revenue growth this year with four domestic and six international office openings. sao Paolo, seoul, london, new York, warsaw and istanbul were added to Yingke’s in-ternational map over the past 12 months. There are now 1,698 lawyers working for Yingke; a figure which is 31 percent more than last year.

The continuous high speed of growth is a result of market demand and client recognition, according to Mei Xiangrong, the managing partner of Yingke. The wide-ranging network of Yingke means it is able to offer a one-stop service with access to large amounts of integrated business resources and opportunities. “More Chinese companies are going out. They need an international law firm to escort them, and Yingke is capable of serving high end clients with our international network,” says Mei.

Yingke’s internal management and talent have also contributed to the quick growth. a combination of professional lawyers, managers and marketing experts have coordinated together on many projects. since talent has always been a basic concern, the firm is planning the “Yingke 300” scheme which aims to produce its own famous lawyers in the next two years.

For the upcoming year, Yingke has identified eight domestic spots and several foreign locations it wishes to have a footprint in, including los angeles, Chicago, Johannesburg, Mexico, Tokyo and Moscow. “Globalisation is an irresistible trend of law firm development…those who manage to put themselves in position first will occupy the future market,” says Mei. “The expansion and merger of firms is the necessary path to that goal.” Citing that the top 50 largest firms in terms of size now earn 70 percent of the fees in the Beijing market, Mei suggest that the degree of concentration is increasing in the industry.

“sustainable development can only be achieved through expansion and merger,” says Mei.

tian Yuan LaW firM

YingKe LaW firM

Zhu Xiaohui

Mei Xiangrong

Grandway FP ad.indd 2 15/6/12 11:21 AM


headQUarTers: JinanBranChes: Beijing, dezhou, Zibo, laiwu, Binzhou, dongyingnew OFFiCes OPened: OneheadCOUnT GrOwTh: 13 percentrevenUe GrOwTh: 54 percent

Following an average growth of over 30 percent since 2008, Zhongcheng renhe (Zhongcheng) enters the Fast 10 with a 54 percent increase in revenue growth compared to a year ago. The shandong-based firm also opened its fifth branch in the province, and subsequently hired 30 more lawyers. in terms of practice areas, Zhongcheng also registered at the Tianjin equity exchange and kicked off its iP-related services over the past year. “The firm concentrates on key regions, authorities, companies, projects and practices, and lifts practice standards, service quality and profits,” says wang Guangren, managing partner of Zhongcheng.

This year is expected to be Zhongcheng’s “year of expansion and leveling up”. Things to be levelled up include internal management, the firm brand, and its standard of service. expansion refers to prac-tices areas and new offices. The firm’s Qingdao and Yantai offices are currently in a preparatory period prior to opening. Moreover, Zhongcheng’s goal of “stepping out from the state border” has strategically been raised. it is sending lawyers for training in the U.s. and in hong Kong, and building partnerships with overseas firms, according to wang.

addressing the firm’s strategy of “expansion” more specifically, wang predicts that the time has come when the gap between big and small firms is enlarging dramatically. “it is for sure that the next 10 years will be a decade of industry consolidation,” says wang. “law firms should quickly react to this trend, speeding up the development of its size, brand and professionalisation to build the ‘air craft carrier’ of the industry.”

he also stresses that in order to match the clients’ geographical or business expansions, such as international investment or entry into sectors like finance, iT, property, energy, etc., law firms should upgrade their own capabilities to be able to provide a full-service practice cross regionally. “The Chinese market has great potential. Only the big and strong ones can take the most market opportunities,” he says. “The best sized, most specialised, strongest branded and internationalised firms need to be created by mergers.”

headQUarTers: BeijingBranChes: shanghai, Guangzhou, shenzhen, Taiyuan, Tianjin, shijiazhuang, Jinan, Chengdu, wuhan, london, Berlin, hamburg, Paris, riyadh, lyon, hong Kongnew OFFiCes OPened: FiveheadCOUnT GrOwTh: 52 percentrevenUe GrOwTh: 50 percent

with three of its five new offices located in Berlin, hamburg and london, Zhonglun w&d has, over the past year, kept pioneering the international ad-ventures of Chinese f irms. The Beijing-based firm now has seven offices outside mainland China in ad-dition to its 11 domes-tic ones, with a total of over 400 lawyers globally – more than one-fifth of whom are located overseas. its s ynchronised high speed growth of head-count and revenue has given Chen wen, the firm’s managing partner, more confidence in international development.

“wherever the Chinese companies go, we go,” says Chen. “in the future, we will open more new branches in other countries, according to Chinese companies’ overseas development.” That China is stretching its economic power globally has created a surging need for interna-tional law services. Chen reckons that the overseas investments and acquisitions by Chinese companies have offered Chinese law firms unprecedented growth opportunities.

The dominance of the major international law firms and accounting agencies is the result of their previous development accompanying the expansion of western multinationals, says Chen.“Chinese firms have to go international just as the western firms did. it is inevitable and necessary,” he says. Chinese firms should never miss this historical op-portunity, according to Chen. a few major Chinese firms have opened overseas, but the number is still far from enough, especially in contrast to how many foreign forms are operating in China. “The biggest chal-lenges for a Chinese firm in going abroad are the cultural and language differences. Becoming localised is crucial, but first of all, there has to be market demand for your services, as well as available talent,” he says. however, Zhonglun w&d has been doing well. although the domestic market will remain the firm’s core market, Germany, the UK, Middle east and southeast asia are all promising lands.

Over the past year, Zhonglun w&d has added private equity as its 16th practice area. The widening of practices reduces risk in an eco-nomic downturn, enhances its ability to resist cycles, and enables a stable growth of the revenue. as more and more branches open up, a good internal mechanism with effective interaction in practice and efficient management is the next task for Zhonglun w&d. “Our goal is to become a big, full-service, international, and first class firm,” says Chen.

SHandong ZHongcHeng renHe LaW firM

ZHongLun W&d LaW firM

wang Guangren

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[email protected]

LLinks ad.indd 1 7/6/12 10:33 AM


headQUarTers: BeijingBranChes: Changchun, Changsha, Changzhou, Chongqing, Fuzhou, Guangzhou, harbin, haikou, hangzhou, hefei, Jilin, Jinan, Kunming, nanchang, nanjing, nanning, nantong, inner Mongolia, Qingdao, shanghai, shenyang, shenzhen, sichuan, suzhou, Taiyuan, Tianjin, wuhan, Urumqi, wuxi, Xiamen, Xi’an, Xining, Yinchuan, Zhengzhou, Zhoushan, huangshi; Chicago, France, hong Kong, los angeles, new York, singapore, Taiwan new OFFiCes OPened: eightheadCOUnT GrOwTh: 80 percentrevenUe GrOwTh: 19 percent

dacheng’s comfortable stay for another year on the Fast 10 list is guar-anteed by its 949 new hires and the launch of its eight new offices in the past year. There was more than just an increase in headcount by 80 percent - the firm’s increasingly developed network building also brought in a 19 percent income growth.

There are now 37 dacheng offices that cover most of China’s provinces after the recent openings in Jilin, nanchang, Zhoushan, hefei, nanning, suzhou and huangshi. Chicago became the seventh overseas base of the Chinese firm. “dacheng believes that a global legal service network is the necessary path of making a firm big and strong,” says dacheng managing partner wang Zhongde. he believes in the necessity of mergers and consolidations of firms. “a merger can solve the conflicts between specialisation and full-practice,” he says.

The diverse client needs, unpredictable market, scaled projects, complicated cases, and specialised practices have made it difficult for any single law firm to perform alone. however, whenever a firm merg-es, the combined entity has to be under a standardised management system, wang adds. “we gradually improved our network platform by make our management and resources consolidation better between headquarters and branches, and among the branches,” he says.

dacheng has had a successful year in terms of its specialised prac-tice team building and proactive market development. in 2012, the firm celebrated its 20th anniversary. after the completion of its three strategic goals over the previous decade, namely size expansion, market occupation, and international entry, dacheng would like to work out a new growth plan for the next five years.“we will change our working style, target becoming an international big, strong and good firm, and push forward all reform and development measures,” says wang.

headQUarTers: BeijingBranChes: shanghai, shenzhen, Xi’an, hong Kong new OFFiCes OPened: OneheadCOUnT GrOwTh: 22 percentrevenUe GrOwTh: 27 percent

Thanks to its skillful and ef-ficient teamwork and loyal clients, capital market spe-cialist firm Jia Yuan law Offices, entered its fifth straight year of around 30 percent growth and record-ed over a doubling figure of its revenue from 2007 in 2012. “in our previous de-velopment, there has been no sudden increase. But we have always experienced continuous and sustain-able growth,” says Yan Yu, the founding partner of Jia Yuan. “we do not prioritise the size, but take consolidat-ed steps of development.”

“The real challenge for a firm’s long-term development is not about the size. whether the standard of management and the structure of personnel can match the need of the market is the very test of our development,” she says.

since its establishment, the firm has focused on capital markets and developed vertically throughout the entire chain of the industry. each step of its expansion was in accordance with the geographical or cross business development of existing clients, most of which are large state-owned enterprises (sOes) or other industry-leading companies.

according to Yan, by the end of last year, about 70 percent of Jia Yuan’s revenue was derived from long-time clients, which shows a virtuous circle of good services and a high level of trust. But she was also aware of the risk of excessive reliance on these clients. “as a result, we have diversified our businesses in different regional markets with extended practices,” she says.

sensing the sOes’ increasing demands for transactions in overseas markets, Jia Yuan has also set a goal of international development. The first step was the setting up of a hong Kong office in april. “we are changing our image of being just a domestic financing firm...The hong Kong office demonstrates to our clients that we do have an in-ternational plan. we hope that a significant part of our future growth comes from the international practice.”

Jia Yuan has partnered with over 30 foreign firms to share resources, and exchange talent and information. however, it has no precise plan of opening an overseas branch yet because of its prudent hesitation to engage in a “leapfrog” strategy.

another key source of growth lies in finance practices, particularly, the bank-related services, which Jia Yuan has not fully exploited in the past, according to Yan. she says the firm’s main task now would be to maintain its client base with an in-depth exploration of business potential. “i believe that specialised firms like us will always have an important role to play in the future. The market is still maturing. The room for growth is so huge that we have enormous opportunities,” she says.

dacHeng LaW officeS Jia Yuan LaW officeS

wang Zhongde


headQUarTers: BeijingBranChes: Guiyang, sichuan, shanghai, Guangxi, shenzhen, Xiamen, Jinan, Jixi, Fuzhou, Taizhou, Yinchuan, Changsha, nanjing, suzhou, hangzhou, Tianjin, Qingdao, Quanzhou, shenyang new OFFiCes OPened: ThreeheadCOUnT GrOwTh: 175 percentrevenUe GrOwTh: 7 percent

appearing for the fourth year straight in the Fast 10 list, the Zhong Yin law Firm continues its impressive expansion with 526 more hires - a 175 percent growth - and three new office launches in Qingdao, Quanzhou and shenyang. although its revenue growth rate sputtered to 7 percent, the overall turnover remained more than 100 million yuan.

The development strategy of Zhong Yin, says li Ju, the chairman of the firm’s managing committee, has for a long time been “scale, brand, internationalization, and professionalisation”. Of these, “scale” comes first as the foundation of everything else, and is the most man-ageable and achievable approach, according to li. “we believe size is an indicator of a firm’s practice competence and comprehensive capability, and demonstrates the ability of internal management and cooperativeness,” he says. “But excessively fast speed without a proper support system will definitely go wrong.”

having noticed the risks in such rapid growth, after an explosive ex-pansion in 2010 when nine offices were opened across eight provinces, the firm intentionally slowed down in 2011, notes li. “it was a bit too fast, and some problems of management and risk control emerged,” he says. “as a result, we reinforce the management system construc-tion at the same time of expansion to ensure healthy development.”

The headquarters strengthens control over its branches by ad-ministrative and financial management, firm culture building, and sending partners to connect the offices. it also works to upgrade the practice standard, and promote its brand in second and third tier cities by organising trainings and marketing campaigns.

in the next couple of years, Zhong Yin plans to continue to develop steadily and soundly in size. it will be more prudent, however, as its partners have reached an agreement of reaching out to foreign shores, either by partnering with foreign firms or opening up overseas. “The size increase is not just being huge, but for the purpose of offering a more professional and specialised practice. what we want is to raise the power of our hard skills, not vanity,” says li.

headQUarTers: Central ChongqingBranChes: Yongchuan district of Chongqingnew OFFiCes OPened: OneheadCOUnT GrOwTh: nilrevenUe GrOwTh: 32 percent

solton & Partners (solton) managed to obtain an annual revenue growth of 32 percent with the same number of staff as last year, though there are 10 more partners now. The only departure was that of an associate, but this was quickly balanced by the lateral hiring of a partner and nine additional internal promotions to partnership. This has greatly improved the seniority and capacity of the solton squad.

The Chongqing-based firm occupies a high market share in the southwestern city, and it recently extended its availability by open-ing a branch office in one of the suburban districts. it also enjoys a strong average revenue per partner and fee-earner. with such an achievement, solton has been awarded an “honourable” mention in ALB’s China Fast 10. “we will continue maintaining our high profile of being a regional leading firm,” says han deyun, the managing partner of solton.

solton is planning to set up more branches in other districts of Chongqing in the next year, in order to fully cover the fast growing businesses taking place in the largest municipality of China. in addi-tion, it will proactively leverage the network of the sino-Global legal alliance (sGla), a national firm association of which it is a member and representative of Chongqing to satisfy the demand of Chongqing clients in other provinces.

han predicts a trend in the legal market - that the high-end com-mercial businesses would increasingly flock to the national brands, which are mainly located in the east of the country. The nationwide expansions of those magnates seem inevitable. however, such a story is likely to only take place in the Middle and the west (of the country) much later due to the imbalanced development of the market economy in China, according to han. “regional firms in the Middle and west still have space for development,” he says. “Thus, a west-based firm can keep an advantage in its own region as long as it finds out its market position and points of competitiveness, and innovatively improves service modes to play to its strengths and avoid its weaknesses.”

ZHong Yin LaW firM cHongqing SoLton & PartnerS

hOnOUraBle

MenTiOn

han deyun

ASIAN LEGAL BUSINESSjune 2012SPONSORED UPDATES64

a new tax law is applicable from 1 January 2011,

whereby liechtenstein introduced a new tax

provision on intellectual property rights. in order to

make sure that the new liechtenstein tax law is in line

with the regulations on state aid set out in article 61 of

the agreement on the european economic area (eea), this regulation

was submitted to the eFTa supervisory agency (esa) and approved as

compliant.

according to the new liechtenstein intellectual property scheme, 80% of

the income derived from intellectual property rights created or acquired

after 1 January 2011 is tax deductible. with an ordinary tax rate of 12.5%

in liechtenstein, income from intellectual property will only be taxed at

2.5%. not only income from licence agreements or the sale of intellectual

property rights qualifies for the intellectual property scheme, the

deduction can also be made if the intellectual property rights are used by

the company itself. in this case, the 80% deduction applies to the income

arising from the intellectual property that would have been generated if

the use had been assigned to a third party. The regulation is applicable

for patents rights, trademarks, designs and utility models, provided that

they are registered in liechtenstein or abroad. Prior to making the 80%

deduction, associated tax-relevant expenses including write-downs on

intellectual property rights can be claimed.

You will find further information regarding the new liechtenstein tax

law, including an english translation of the new liechtenstein tax law, by

clicking the below link of the liechtenstein Tax Office:

http://www.llv.li/amtsstellen/llv-stv-english_content.htm

There is a double Taxation agreement with hong Kong and a growing

network of dTas with other jurisdictions, which makes a liechtenstein

company an attractive location for the exploitation of intellectual property

rights, used in conjunction with a hong Kong company.

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deBBie anneLLS, CTa (Fellow) Managing director a: azureTax ltd – suite 1010, 10/F lippo Centre, Tower Two, 89 Queensway, hong Kong T: +852 2123 9339 (direct line), +852 2123 9370 (main line) F: +852 2122 9209 w: www.azuretax.com, a member of azureTax Group

Supervised by the UK Chartered Institute of Taxation for purposes of anti money laundering legislation.

REUTERS

China has overhauled parts of its intellectual property laws to allow its drug makers to make cheap copies of medicines still under pat-ent protection in an initiative likely to unnerve foreign pharmaceutical companies.

The Chinese move, outlined in documents posted on its patent law office website, comes within months of a similar move by india to effectively end the monopoly on an expensive cancer drug made by Bayer aG by issuing its first so-called “compulsory licence”.

The action by China will ring alarm bells in Big Pharma, since the country is a vital growth market at a time when sales in western countries are flagging.

The amended Chinese patent law allows Beijing to issue compul-sory licenses to eligible companies to produce generic versions of patented drugs during state emergencies, or unusual circumstances, or in the interests of the public.

For “reasons of public health”, eligible drug makers can also ask to export these medicines to other countries, including members of the world Trade Organisation.

Compulsory licenses are available to nations to issue under wTO rules in certain cases where life-saving treatments are unaffordable.

“The revised version of Measures for the Compulsory licensing for Patent implementation came into effect from May 1, 2012,” China’s state intellectual Property Office said in a faxed statement to reuters.

The changes can be found on the website of China’s state intel-lectual Property Office at link.reuters.com/tus68s.

China is known to be looking at Gilead sciences inc’s tenofovir, which is recommended by the world health Organisation as part of a first-line cocktail treatment for aids patients, two sources with direct knowledge of the matter said.

China’s generic drug makers were getting ready to produce teno-fovir, they added.

at a drug access workshop hosted by the United nations and health activists in Bangkok in early June, Chinese officials spoke of the changes to its patent law. Officials from Cambodia, india, indone-sia, Malaysia, Myanmar, the Philippines, Thailand and vietnam also participated in the meeting.

“in May 2012, China created a change in their iPr (intellectual property rights) legislation to be able to issue compulsory licenses. China is considering further strengthening its legal framework, so as to make use of legal space to produce generic drugs,” said Bob ver-bruggen, senior adviser for the Unaids asia-Pacific office, who was present at the workshop.

“China’s action plan at the workshop seemed to confirm that it intends to become a generic producer for the domestic and interna-tional market,” he told reuters by telephone.

the rest of this report can be found on reuters.com

By TAn EE lyn honG KonG

ChinA ChAnGES pATEnT lAW in fiGhT for ChEApEr DruGS

SPONSORED UPDATES 65WWW.LEGALBUSINESSONLINE.COM: @ALB_Magazine : Connect with Asian Legal Business

JUdiCial inTerPreTaTiOn On several issUes OF law aPPliCaTiOn dealinG wiTh CriMinal Cases reGardinG insider TradinG and divUlGenCe OF inside inFOrMaTiOn

On 29 March 2012, the PrC supreme People’s Court and supreme People’s Procuratorate issued the Judicial interpretation on several issues of law application in dealing with Criminal Cases regarding insider Trading and divulgence of inside information (the “interpretation”), which became effective on 1 June 2012.

according to article 2 of the interpretation, the criminal offence of illegally acquiring inside information concerning the trading of securities and/or futures is committed as follows:-

• by acquiring inside information by way of stealing, cheating, obtaining by trickery, eavesdropping, bribery, prying or undercover dealings;• within the sensitive period (the period from when the insider information being formed to the time being made public, article 5 of the Interpretation), the intermediate family members or other persons connected to the insiders (as defined by the Interpretation), engage in, or expressly or impliedly instruct others to engage in or divulge inside information so as to enable others to engage in, securities and futures trading by utilizing such inside information and such trading is obviously abnormal and without justifiable cause or legitimate sources of information;• within the sensitive period, liaising with or contacting the insider, engaging in or expressly or implicitly instructing others to engage in or divulge inside information so as to enable others to engage in securities and futures trading and such trading is obviously abnormal and without justifiable cause or legitimate sources of information.

To determine whether trading is obviously abnormal, the circumstances surrounding the trade, consistency of trading over time, extent of deviation from normal trading and correlation of the interest will be examined. in particular, the following will be considered:

• opening or cancellation of an account, activation of fund account or specified transactions (trusteeship), withdrawal of specified transactions (trusteeship transfer) and/or fund changing at the material time the inside information being formed, changed or made public;• time of purchasing or selling securities and/or futures contracts in relation to inside information is almost concurrent with the inside information being formed, changed, acknowledged or made public;• purchasing or selling securities and/or futures contracts is apparently different from usual transaction practices;• actions of purchasing or selling securities and/or futures contracts, or jointly holding securities and/or futures contract obviously depart from the corresponding public information;• the insider or the person who illegally acquires the inside information has interests in the transaction of the capital account; and• other obviously abnormal dealing actions.

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W: www.victorylegalgroup.com

夏娅, 律师 T: 186 1602 3357 F: +86 21 6211 2387 E: [email protected]

在银行贷款的环节，抵押（Mortgage）是常用的担保方式。抵押是指抵押人将其资产所有权转移给抵押权人。若抵押人按约履行义务，抵押权人应返还资产；若抵押人未能按约履行义务，则抵押权人有权要求售出抵押物以偿还欠款或者任命接收方。

在新加坡法律体系下，抵押可分为两种类型：（1）法定抵押（Legal Mortgage），即抵押人将抵押物的所有权转让给抵押权人；和（2）衡平抵押（Equitable Mortgage），即可能为（a）未全面满足法定抵押的程序或要件；（b）抵押权人自身持有的是衡平权益，或（c）当事人同意在日后对担

保资产进行法定抵押。例如抵押人将所有权证书交付给抵押权人，虽然这并不构成法律上的所有权转移，但抵押权人可在必要之时向法院申请将衡平抵押转为法定抵押。通常两种抵押的主要区别是衡平抵押不能对抗后设置的法定抵押情况下之善意第三人买方。法定抵押须签订契据（Deed），而衡平抵押中，当事人只是达成手签但未盖章的协议（Agreement）或备忘录（Memorandum）。

在新加坡，关于土地抵押的法律适用依实际情况可能有所不同。例如，土地抵押受《土地所有权法》（Land Titles Act）的规范，但有关土地抵押的优先性依据契据登记法（Registration of Deeds Act）。根据契据登记法，土地抵押的优先性自登记之日，而非签署契据之日起开始生效，未经登记者不具有优先性。在衡平抵押的情况下，可以备案的方式确保抵押权人的利益。

此外，根据抵押物的性质和抵押类型，印花税（Stamp Duty）的实施标准亦不同。在法定抵押中，签署的契据须按规定缴纳印花税。衡平抵押下，若抵押物是不动产仍须缴纳相应的印花税；若标的是股权，则免交印花税。

最后，若借款人怠于还债，银行可采取多种措施以全部或部分行使其抵押或他担保权利，直至全部借款人全部清偿。有关出售抵押物的条款常见于抵押文件中。同时依契据方式达成的抵押亦受新加坡《房地产交易与房地产法律法令》（Conveyancing and Law of Property Act）的管辖。例如，若抵押物是土地，抵押文件中通常会提到授权银行在抵押人发生违约情况时，可在事前书面通知的前提下，占有该土地。若在出售房地产时，银行有职责采取合适的手段，例如以公开拍卖的方式，取得合理的出售价。

新加坡抵押制度概览

吳艷娟, 企業事務部资深法律顧問 T: +65 6322 2232 F: +65 6534 0833 E: [email protected]

陈姝, 企業事務部资深法律顧問 T: +65 6322 2230 F: +65 6534 0833 E: [email protected]

A: 俊昭法律事務所 16 Gemmill Lane, Singapore 069254 W: www.loopartners.com.sg

sPOnsOred UPdaTeSinGAporE

sPOnsOred UPdaTeShAnGhAi

ASIAN LEGAL BUSINESSjune 2012SPONSORS66

China

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Established in 1948 by representatives of 40 American firms, the ACCj, a fully independent chamber of commerce, has grown into one of the most influential business organizations in japan, with more than 2,700 members representing more than forty countries and 1,000 companies.

eMerGinG MarKeTs

kelvin Chia Partnership is a commercial law firm headquartered in Singapore with strong regional capabilities. With offices in Hanoi, Ho Chi Minh City, Yangon, Bangkok and Phnom Penh, and extensive experience all throughout Asia, we provide localized legal solutions consistent with international standards in emerging markets in Asia.

CCCJ

Promoting the development of commerce between Canada and japan since 1975, the Canadian Chamber of Commerce in japan (CCCj) is a private sector, not-for-profit business organization serving its members through communications, networking and advocacy. Representing some 33 business sectors, the CCCj is a member-driven, member-focused organization and is the longest serving Canadian Chamber in Asia with over 300 members.

vieTnaM

Indochine Counsel is a commercial law firm focusing on business law practice in the Indochina region. Our areas of practice include: Foreign Investment, Corporate & Commercial, M&A, Securities & Capital Markets, Banking & Finance, Property & Construction, Taxation, Intellectual Property, Information Technology & Internet, International Trade, Outward Investment & Offshore Incorporation, and Dispute Resolution.

The PhiliPPines

Established in 1945, SyCipLaw is the largest law firm in the Philippines, with its principal office in Makati City, the country’s financial and business center, and branches in Cebu, Davao and Subic Bay. SyCipLaw combines its tradition of professional integrity and excellence with a time-tested ability to break new ground. The broad range of the firm’s expertise is reflected in its client base, which includes top corporations, international organizations and governments.

COUnTrY / reGiOnal ediTOrsThe COUnTrY / reGiOnal UPdaTes seCTiOn OF alB is sPOnsOred BY The FOllOwinG FirMs:

enerGY & resOUrCes / eMPlOYMenT

ATMD Bird & Bird is a dynamic and progressive firm with an established IP, corporate & commercial, competition and dispute resolution practice. The firm also has extensive regional experience advising both domestic and foreign clients on cross-border transactions. ATMD Bird & Bird has been voted Singapore’s Intellectual Property Firm of the Year at the 2005 and 2006 ALB Awards and the 2005 AsiaLaw (IP) Awards.

ssCa

The Singapore Corporate Counsel Association or SCCA was set up in 2002. It is the pioneer association representing in-house lawyers in Singapore. http://www.scca.org.sg

FUiJian

Sphere Logic Partners is a mid-sized business law firm known for its offering of value, sophisticated legal solutions in a leaner approach across a range of practice areas, critical to the success of clients. We maintain an established global network with numerous law firms and relevant service providers. Our seasoned and culture-ready professionals assist clients in cross-border investment, M&A and financing, governance and daily operations, identification of business opportunities and solving of complex legal disputes.

shanGhai

victory Legal is a boutique legal practice in Shanghai, focusing on general corporate, corporate finance and capital markets matters. Its clients include governmental authorities, State-linked enterprises, banking and financial institutions, MNCs, SMEs and foreign law firms. The firm has extensive network across the region. It serves clients’ domestic and regional needs.

eUrOPe

For many decades, SZA Schilling, Zutt & Anschütz has been one of the most reputable German corporate law firms. It advises clients in nearly all areas of corporate and commercial law. The main focus of practice is on corporate law, M&A, capital markets, labor law, antitrust law, intellectual property, competition law and trust law. Clients included nine of the 30 enterprises listed on the DAX.

OUTBOUnd invesTMenT UPdaTeThe OUTBOUnd invesTMenT UPdaTes seCTiOn OF alB is sPOnsOred BY The FOllOwinG FirMs:

PraCTiCe area and indUsTrY ediTOrs The indUsTrY UPdaTes seCTiOn OF alB is sPOnsOred BY The FOllOwinG FirMs:

allianCes alB enJOYs allianCes wiTh The FOllOwinG OrGanisaTiOns:

sinGaPOre

Loo & Partners was founded in 1985 as a niche practice, handling mainly banking, corporate, securities and commercial work. With the support of a comprehensive network of correspondent law firms, the firm serves its clients in their regional needs. Loo & Partners has been regularly noted for its IPO, M&A and general corporate work.

I P B A 2 0 1 2New Delhi - India

JiCn

The japan In-House Counsel Network (“jICN”) is a diverse and dynamic community of corporate legal professionals working in japan. Its members give legal related advice to both large and small companies in a broad range of industries including banking and finance, insurance, health care, manufacturing, and technology. jICN seeks to enhance the competency and professional development of its members through regular continuing education courses and skills training seminars. It also offers members opportunities to network, and exchange ideas and information relevant to their work as corporate legal professional.

hKCCa

The Hong kong Corporate Counsel Association is the pioneer association run for in-house counsel by in-house counsel in Hong kong. It provides an efficient and effective range of benefits and services for its members’ professional development, including continuing legal education, a platform for networking and the exchange of ideas, information and experiences that are unique to the in-house role.

S CC A Singapore Corporate

Counsel Association

inDEX 67WWW.LEGALBUSINESSONLINE.COM: @ALB_Magazine : Connect with Asian Legal Business

allbrightazureTax GroupBaker & McKenzieBeijing dhh law FirmBingham McCutchenCadwalader, wickersham & TaftChongqing solton & ParntersClifford ChanceClyde & CoConyers dill & Pearmandacheng law Officesdavis Polk & wardwelldeaconsdechertevershedsFangda PartnersFenwick & westFreehillsFreshfields Bruckhaus deringerGrandallGrandway law OfficesGuanghe law FirmGuantao law Firmhaiwen & Parnters haoliwen PartnersJia Yuan law FirmJingtian & GongchengKing & wood Mallesons

464

4, 1038, 40, 56

39, 4012, 13

634, 15, 16

19, 20, 254

20, 6244

12104444

4, 1057

5114

15, 1639, 62

10, 12, 414, 14, 16, 26, 27, 28, 29, 31, 32

llinks law Officesloo & PartnersMaples and CalderMayer Brown JsMMunger, Tolles & OlsonO’Melveny & MyersOrrick, herrington & sufcliffePaul hastingsshanghai Kai-rong law Firmshanghai Young-Ben law Firmsimpson Thacher & Bartlettskadden, arps, slate, Meagher & Flomsquire sanderssullivan & CromwellTian Yuan law Firmvictory legal Groupwachtell, lipton, rosen & Katzwalkersweil, Gotshal & Mangeswhite & Casewintell & CoYingke law FirmYongheng PartnersZhong lun law FirmZhong lun w&dZhong Yin law FirmZhongcheng renhe law FirmZY Partners

5765

41244

124, 12

231744

124

39, 5865

4444

19, 20, 253, 40, 58

95, 39, 40

3, 39, 40, 606360

14, 15, 16

liu Yang, China’s first female astronaut, waves during a departure ceremony at Jiuquan satellite launch Center, Gansu province, June 16, 2012. China sent its first woman into outer space, prompting a surge of national pride as the rising power takes its latest step towards putting a space station in orbit within the decade. reUTers/Bobby Yip

SUNDRIES68 ASIAN LEGAL BUSINESSjune 2012

Compiled by pAul pimEnTEl

QuoTE of ThE monTh

“THE GOvERNMENT WANTS TO kILL A MOUSE IN A RICE FIELD, BUT THEY’RE

BURNING THE WHOLE FIELD.”Tjahyono imawan, president of the indonesian Mining

services association on indonesia’s recent export tax on metal ores

en route to visiting his cancer-stricken mother, a 25-year-old Malaysian lawyer paused to use his litigation skills – and a touch of brute force – to save a life.

seeing a large crowd surrounding a 20-year-old man on the Penang Bridge in Malaysia, ho leng hong pulled over to investigate. at the time, he was on his way to visit his mother, who is a cancer patient, at a nearby hospital.

The young lawyer spent 40 minutes persuading the man, who had just broken up with his girlfriend, to step away from the edge of the bridge. ho even called the girlfriend’s family and highlighted his own mother’s plight against cancer to make his case.

not leaving anything to chance however, he physically pulled the man away from the edge with the help of other bystanders, according to reports from The star/asia news network.

if there is a legal role in the next avengers movie, we know where to find our candidate.

anonymous netizens in China can be sued for rights infringement now. The Jiangxi Provincial high Court has launched a pilot programme to deal with virtual violators of rights, with special courtrooms to help the plaintiff confirm the real identity of the infringer. earlier this year, a man filed a lawsuit against a pseudonym user of an online forum, who was accused of publishing insulting words to damage his reputation and affecting his life. The court helped identify the defendant, and ordered him to delete his posts and apologise online. so next time you want to flame a fellow commenter on the “american idol” message board, make sure you do not do it in China

lAWyEr SWoopS in To SAVE lifE

VirTuAl DEfEnDAnTS nAmED in ChinESE lAWSuiTS

reUTers/handout

The esTiMaTed aMOUnT FaCeBOOK CO-FOUnder edUardO saverin, whO is Based in sinGaPOre, sTands TO save in TaXes BY renOUnCinG his U.s. CiTiZenshiP, aCCOrdinG TO rePOrTs in The WALL STREET JOURNAL

19%U.s.

63%india

72%Thailand

77%China

86%indOnesia

source: 2011 Global software Piracy study, ninth edition, May 2012

SofTWArE pirACy rATES By CounTry

trust.org/trustlaw

TrustLawLooking for high impact pro bono opportunities?Or free legal assistance?TrustLaw is a global service by Thomson Reuters Foundation to make it simpler for lawyers to access pro bono projects and for social entrepreneurs and NGOs to get legal support.

TrustLaw is also a one-stop shop for news

and information on good governance,women’s rights and pro-bono.

REUTERS/Arko Datta

© 2012 Thomson Reuters Foundation Thomson Reuters Foundation, the charitable arm of Thomson Reuters, operates TrustLaw and TrustLaw Connect.

trustLaw-ad-march-2012.indd 1 27/03/2012 09:40

trust.org/trustlaw

TrustLawLooking for high impact pro bono opportunities?Or free legal assistance?TrustLaw is a global service by Thomson Reuters Foundation to make it simpler for lawyers to access pro bono projects and for social entrepreneurs and NGOs to get legal support.

TrustLaw is also a one-stop shop for news

and information on good governance,women’s rights and pro-bono.

REUTERS/Arko Datta

© 2012 Thomson Reuters Foundation Thomson Reuters Foundation, the charitable arm of Thomson Reuters, operates TrustLaw and TrustLaw Connect.

trustLaw-ad-march-2012.indd 1 27/03/2012 09:40

CHINA INTERNATIONAL ECONOMIC AND TRADE ARBITRATION COMMISSION

中国国际经济贸易仲裁委员会

公告

中国国际经济贸易仲裁委员会是1954年经中央人民政府政务院批准，由中国国际贸易促进委员会（中国国际商会）组

织设立、独立处理经济贸易争议的常设涉外仲裁机构。中国国际经济贸易仲裁委员会设立分会。中国国际经济贸易仲裁

委员会及其分会是统一的仲裁委员会，适用统一的《仲裁规则》和统一的《仲裁员名册》。

为了适应形势发展需要，进一步规范业务管理，提高工作效率，为当事人提供优质的仲裁服务，2012年1月，根据我国

《仲裁法》以及国务院1988年有关批复精神，中国国际经济贸易仲裁委员会对其《仲裁规则》进行了修订。该《仲裁规

则》于2012年2月经中国国际贸易促进委员会（中国国际商会）批准，将自2012年5月1日起施行。

自2012年5月1日起，中国国际经济贸易仲裁委员会2012年《仲裁规则》将统一适用于中国国际经济贸易仲裁委员会及

其分会。

该《仲裁规则》已在中国国际经济贸易仲裁委员会官方网站www.cietac.org上发布，敬请查阅。

特此公告。

中国国际经济贸易仲裁委员会

二○一二年四月二十四日

独立公正程序灵活专家裁判快捷高效费用经济

国际仲裁的中国经验中国仲裁的国际品牌

CITEC_china ad.indd 3 10/5/12 9:52 AM

CLB June 2012

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