Volume 15 Issue 3, 2017 Volume | Investigative Intelligence Asset searches in the digital age & ALONG THE NEW SILK ROAD ALONG
Anti-Trust
IN-HOUSE COMMUNITY
Competition Plus ... The Thing About… Jeanette Chan, head of China practice Weiss’s Paul
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asian-mena Counsel Volume 15 Issue 3, 2017 ANTI-TRUST & COMPETITION www.inhousecommunity.com
Feature contributors
Michael Gu is a founding partner and a principal competition partner at AnJie Law Firm. As a competition law pioneer in China, he has secured merger clearance from the Nick Ferguson – Managing Editor [email protected] Ministry of Commerce for more than 60 merger transactions, including the first merger filing under the Anti-Monopoly Law. Gu frequently represents clients in high-profile Leo Yeung – Design Manager [email protected] antitrust investigation proceedings, antitrust civil litigations and leniency programmes.
Wendy Chan – Global Head of Events [email protected]
Jessica Ng – Events Executive [email protected] Francis Lim is a senior partner and a member of the executive and special committees of ACCRALaw. He was closely involved in the enactment of several Philippine laws Rahul Prakash – Publisher [email protected] such as the Financial Rehabilitation and Insolvency Act (FRIA), Credit Investment
Yvette Tan – Head of Research and System Act (CISA), Real Estate Investment Trust Act (REITA), Personal Equity Development Manager Retirement Account Act (PERAA), and the Philippine Competition Act. He was also [email protected] involved in the formulation of several Philippine procedural rules such as the Interim Yannie Cheung – Office Administrator Rules on Intra-Corporate Controversies, Rules on Electronic Evidence, Rules on Notarial Practice, Rules on [email protected] DNA Evidence, Financial Rehabilitation Rules of Procedure, and the Financial Liquidation and Suspension Tim Gilkison – Managing Director of Payments Rules of Procedure. [email protected]
Patrick Dransfield – Publishing Director [email protected] Eric Recalde is a tax and corporate and special projects partner in ACCRALaw. He is Arun Mistry – Director an accomplished legal writer having published several books: A Treatise on Tax Principles and Remedies (2009, 2015), The Philippine Local Tax and Tariff and Editorial Enquiries Tel:...... (852) 2542 4279 Customs Laws (2011) and The Philippine Internal Revenue Taxes (2014). Together with [email protected] Francis Lim, he published The Philippine Competition Act: Salient Points and Emerging Issues (2016). Advertising & Subscriptions Tel: ...... (852) 2542 1225 [email protected]
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ISSN 2223-8697 ... AND SEND THEM AN In this issue Volume 15 Issue 3, 2017 ANTI-TRUST and COMPETITION Special Report
26 Asia’s evolving competition landscape After a period of rapid adoption of competition laws in Asia, only Bhutan and North Korea are compliance safe spaces, writes Nick Ferguson.
28 Anti-monopoly enforcement in China’s healthcare industry Companies involved in the manufacture and sale of active pharmaceuticalingre- dients are in the spotlight as Chinese authorities prepare an anti-monopoly wind- storm, write Michael Gu and Sihui Sun of AnJie Law Firm.
32 Towards robust yet balanced competition in the Philippines The Philippine Competition Commission is taking strides towards a competition law regime that is responsive to business while still promoting competition, write Francisco Lim and Eric Recalde of ACCRA Law Offices
JURISDICTION UPDATES Key legal developments affecting the In-House Community along the New Silk Road 06 4 RBI issues directions on peer-to-peer lending platforms By Vineet Aneja and Abhishek Singla of Clasis Law
6 New regulation on guidelines and procedures for the implementation of investment climate development activities By Dini Retnoningsih of Lubis Ganie Surowidjojo 12 8 Malaysia introduces audit exemption for certain private companies By Norhisham Abd Bahrin of Azmi & Associates
2 www.inhousecommunity.com Protection of women employees in the Philippines 10 By Paulo N Rabanal of ACCRA Law Offices
Big data ownership and regulation 14 12 By Hong Mi-Ok of Lee International IP & Law Group
New decree for registration of security measures 14 By Dao Phuong Linh of Indochine Counsel
16 The Briefing Along with the latest moves and jobs, we put the spotlight on China 28 Literature’s US$1.1 billion Hong Kong IPO and review our latest events in Hong Kong and Shanghai.
23 Investigative Intelligence: Asset searches in the digital age Social media and other technology are changing the way asset searches are conducted in a dispute, writes Reshmi Khurana of Kroll. 32 36 The Thing About… Jeanette Chan The managing partner of the China practice and head of the communications and technology practice at Paul Weiss discusses disruption, diversity and the changing legal landscape in China.
40 Asian-mena Counsel Direct Important contact details at your fingertips.
36
Asian-mena Counsel is grateful for the continued editorial contributions of:
Volume 15 Issue 3, 2017 3 JURISDICTION UPDATES
INDIA
14th Floor, Gopal Das Bhawan, 28, Barakhamba Road, New Delhi 110 001India By Vineet Aneja and Tel: (91) 11 4213 0000 / Fax: (91) 11 4213 0099 Abhishek Singla E : [email protected] • [email protected] W: www.clasislaw.com
rower and lender, as applicable, which states RBI issues Directions on Peer to Peer that the limits prescribed above have been adhered to by the respective participant. Lending Platform The Directions clearly specify the fund transfer mechanism which needs to be nline lending transactions are in their platform is barred from carrying out various adopted by a P2P lending platform for the Onascent stage in India and given the activities, such as: purpose of running the business of P2P lend- increase in peer-to-peer (P2P) lending (i) raising deposits, lending on its own and ing. At least two escrow accounts need to be through e-commerce marketplace it is of permitting international flow of funds; and set up and maintained, wherein one account extreme importance to regulate such trans- (ii) cross-selling of product (except for loan- is for funds received from lenders and the actions. Accordingly, the Reserve Bank of specific insurance products) and provid- other account for funds collected from the India (RBI) has recently issued “Master ing/arranging any credit enhancement or borrowers. The escrow accounts shall be Directions – Non-Banking Financial credit guarantee. operated by a trustee, which shall be pro- Company – Peer to Peer Lending Platform A P2P lending platform is required to put moted by the bank maintaining the escrow (Reserve Bank) Directions, 2017” in place a board-approved policy to address accounts. (“Directions”) to regulate company that grievances/complaints of participants. In case Any takeover/acquisition of control of a carry on the business of P2P lending plat- a complaint is not redressed within a period P2P lending platform or any change in share- form (P2P lending platform) in India. of one month, the participant shall have the holding of a P2P lending platform that results One of the main elements of the right to appeal to the Customer Education in acquisition of 26 percent or more of the Directions is the mechanism specified in and Protection Department of RBI. paid-up equity capital of the P2P lending relation to the registration of a P2P lending platform would require prior written consent platform. As per the Directions, an existing/ of RBI. Further, any change in management prospective P2P lending platform is permit- “The Directions mainly aim at of a P2P lending platform that results in a ted to carry its business if the following con- establishing a constructive set of change in more than 30 percent of the direc- ditions are fulfilled: norms that would govern the tors (excluding independent directors) or any (i) it is a company; change in shareholding that gives the acquirer (ii) it has a net owned fund of not less than process of establishing and the a right to nominate a director shall also Rs20 million or such higher amount as functioning of P2P lending require prior written consent of RBI. RBI may specify; and platform in India” Subsequent to the receipt of approval from (iii) it has obtained a certificate of registration RBI. P2P lending platform and other con- from RBI. cerned parties would have to give a public The Directions make it mandatory for In terms of prudential norms, the notice of change in management/control at an existing P2P lending platform to obtain Directions states that the aggregate exposure least 30 days before such change is made registration within three months from the of a lender to (i) all borrowers across all P2Ps effective. effective date, being October 4, 2017. lending platforms should not exceed Rs1 mil- To monitor the functioning and smooth A P2P lending platform is permitted to lion; and (ii) a single borrower across all P2P running of P2P lending platform, RBI has also engage in various activities, such as: lending platforms should not exceed stipulated certain reporting requirements in (i) provide online marketplace to the par- Rs50,000. Also, the aggregate loans which the Directions. ticipants involved in P2P lending thereby can be availed by a borrower across all P2Ps The Directions mainly aim at establishing acting as an intermediary; lending platforms have been capped to Rs1 a constructive set of norms that would gov- (ii) conduct due diligence on the participants million. Additionally, the maturity of loans ern the process of establishing and the func- and credit assessment and risk profiling obtained through P2P lending platform can- tioning of P2P lending platform in India. of the borrowers; and not exceed 36 months. To monitor the Given the growing popularity of online lend- (iii) undertake loan documentation. above exposure limits, a P2P lending platform ing transactions in the country, it was neces- In terms of restrictions, a P2P lending is required to obtain a certificate from bor- sary to regulate P2P lending platform.
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INDONESIA
Menara Imperium, 30th Fl. Jl. H.R. Rasuna Said, Kav. 1 Jakarta 12980, Indonesia By Dini Tel: (62-21) 831-5005, 831-5025 / Fax: (62-21) 831-5015, 831-5018 Retnoningsih E: [email protected] • [email protected] W: www.lgslaw.co.id
supported by study results and site visit; and New regulation on guidelines and 3. Drafting of regional investment opportunities maps. procedures for the implementation of As for documentation of the mapping results of investment climate development activities investment opportunities, Article 14 of BKPM Regulation No. 9/2017 stipulates that these activ- ities are conducted through the recording and Background 2. drafting proposal on incentive policy, simplifica- updating of business potential mapping results and The head of the Indonesian Investment tion and facility of Investment; regional profiles which have been implemented Coordinating Board (Badan Koordinasi Penanaman 3. drafting proposal for policies on the business by BKPM and the Investment Unit and DPMPTSP Modal – BKPM) issued Regulation No. 9 of 2017 simplification, procedural simplification, and at the provincial/regency/city-level. on Guidelines and Procedures for the timeframe and cost for licensing and non- Implementation of Investment Climate licensing; and Business empowerment Development Activities (BKPM Regulation No. 4. socialising information on policies and/or laws Pursuant to Article 1 (11) of BKPM Regulation 9/2017). The BKPM Regulation No. 9/2017 is and regulations relating to investment to the No. 9/2017, Business Empowerment is defined issued in order to implement the provisions under central government, regional government, city, as an effort to facilitate the guidance and counsel- Article 16 (1) and (2) of Law No. 23 of 2014 on business practitioners and stakeholders within ling, national business services, and partnership Regional Government, which mandate the central the investment sector. with small, medium and large-scale business. government to arrange norms, standards, proce- Article 15 of BKPM Regulation No. 9/2017 stipu- dures and criteria for the implementation of Development of investment potential and lates that such Business Empowerment can be investment climate development activities. opportunities executed through implementing these several According to Article 10 of BKPM Regulation No. activities: Scope BKPM Regulation No.9/2017 9/2017, development of investment potential and 1. Facilitating the implementation of business BKPM Regulation No. 9/2017 sets out as a set of opportunity at the regional level can be imple- management guidance for small and medium guidelines for the officials at the BKPM, and The mented through: the identification of investment scale businesses. By providing this business One Stop Integrated Service and Investment potential; the mapping of investment opportuni- management guidance, the Government aims Agency (Dinas Penanaman Modal dan Pelayanan ties; and the documentation of the mapping to increase the position of small and medium Terpadu Satu Pintu or DPMPTSP) at the provincial/ results of such investment opportunities into the scale businesses into large scale businesses, regency/city level (together hereinafter referred Regional Investment Potential Information System therefore they will be ready to be partnered to as “Government”) with regard to the develop- (Sistem Informasi Potensi Investasi Daerah or up with foreign/domestic investment compa- ment of the investment climate by implementing SIPID). nies across Indonesian territory (see Article 16 several activities as stipulated under Article 4 of Identification of investment potential is regu- (2) of BKPM Regulation No. 9/2017); BKPM Regulation No. 9/2017, comprises: lated under Article 11 of BKPM Regulation No. 2. Facilitating the implementation of small and 1. investment deregulation; 9/2017, which stipulates that identification of medium scale business partnerships with for- 2. development of investment potential and regional investment potential can be conducted eign/domestic investment companies with the opportunities; and by collecting data and information on investment objectives to achieve partnerships between 3. business empowerment. potential which includes information on geogra- small and medium scale business under a fair phy, demographics, economic condition, invest- economy across Indonesian territory (see Investment deregulation ment and supporting facilities and infrastructure Article 17 (2) of BKPM Regulation No. Article 5 of BKPM Regulation No. 9/2017 stipu- and major commodity; and analysing the data and 9/2017); lates that in order to offer improved and simplified information on investment potential. 3. Facilitating the capacities improvement of small investment process for investors, the Government Furthermore, Article 12 of BKPM Regulation and medium scale businesses with the objec- is authorised to implement several investment No. 9/2017 stipulates provisions on the mapping tives to provide solutions for business in order deregulation activities which comprised of the fol- of investment opportunities, which can be con- to be able to partnered up with foreign and lowing activities: ducted through: domestic investment companies across 1. drafting proposal on policy and/or law and 1. Verification of the results from the analysis of Indonesian territory (see Art. 18 (2) of BKPM regulation proposals with regard to the investment potential; Regulation No. 9/2017). Investment and the evaluation of such invest- 2. Analysis of the results of verification of invest- BKPM Regulation No. 9/2017 has been effec- ment implementation; ment potential data and information which are tive since August 30, 2017.
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MALAYSIA
T: 603 2118 5000 Ext 5016 E: [email protected] W: www.azmilaw.com By Norhisham Abd Bahrin
exempt any private company from auditing its Malaysia introduces audit exemption for financial statements. certain private companies On August 4, 2017, the Companies Commission of Malaysia (CCM) has brought he growth of small and medium-sized In Malaysia, Section 267(1) of the into force audit exemption for certain catego- Tenterprises (SMEs) has played a significant Companies Act 2016 mandates every private ries of private companies. The Companies role in the process of industrialisation world- company to appoint an auditor for each financial Commission of Malaysia has issued Practice wide. To support the growth of SMEs, an audit year of the company for purposes of auditing its Directive No. 3/2017 to set out the qualify- exemption regime has been implemented in financial statements. Notwithstanding this, ing criteria for private companies to be various advanced countries, such as Singapore Section 267(2) of the Companies Act 2016 exempted from appointing an auditor for a and the UK. empowers the Registrar of Companies to financial year.
Categories of private companies that qualify for audit exemption Category Qualifying criteria Effective date • It has been dormant from the time of its incorporation; or A new company formed from January 31, 2017 onwards is immediately Dormant • It is dormant throughout the current financial year and in the immediate eligible. company preceding financial year. For an existing company, election is available from September 1, 2017.
• It does not have any revenue during the current financial year; • It does not have any revenue in the immediate past two financial years; Zero-revenue and Election is available from January 1, 2018. company • Its total assets in the current Statement of Financial Position does not exceed M$300,000, as well as in the FS of the immediate past two financial years.
• It has revenue not exceeding M$100,000 during the current financial year and in the immediate past two financial years; Threshold • Its total assets in the current Statement of Financial Position (FS) does not Election is available from July 1, 2018. qualified exceed M$300,000 and in the immediate past two financial years; and • It has, at the end of its current financial year and in each of its immediate past two financial years end, not more than five employees.
This audit exemption allows startups and exercise if one is to look from a cost perspec- companies. According to MIA, the significance SMEs to enjoy cost-savings in the running of tive. of an audit cannot be taken lightly. Audit helps their business since appointment of auditors is Furthermore, the Inland Revenue Board the management to maintain an effective system no longer necessary. (IRB) requires all companies to report their of internal controls and deters fraud, money income based on audited accounts. However, it laundering and other illegal activities. Audit- Issues to consider remains to be seen whether the IRB will handle exemption will result in the situation where the Audit-exempt companies will still be required to tax returns submitted based on unaudited accuracy of financial information in unaudited prepare unaudited financial statements and accounts differently. financial statements filed with CCM become lodge them with the CCM except that the As a result of audit exemption for certain questionable. As a consequence, this will cause audit-exempt companies can choose to not private companies, it is uncertain as to how increase monitoring, compliance and enforce- have those financial statements audited. banks and other financial institutions will alter ment cost to CCM. In fact, Hong Kong does not However, the board is still required to rely on their current practice of requiring audited allow audit exemption for small private compa- audit/accounting firms to prepare the unaudited accounts to be submitted together with applica- nies, except for dormant companies. financial statements in accordance with the tions for financial facilities and for maintaining In conclusion, the introduction of audit- approved accounting standards and the financial facilities and whether such institutions exemption brings Malaysia to be in line with Malaysian Accounting Standards Board (MASB). will still require that audited accounts to be other advanced countries such as Singapore, The unaudited financial statement must be cir- submitted. the UK and Australia. Considering the issues culated to the board members in accordance The Malaysian Institute of Accountants raised above, it remains to be seen whether the with the Companies Act 2016. Hence, it may (MIA) is in favour of audit exemptions for dor- introduction of audit-exemption in Malaysia is a not make much of a difference from a full audit mant companies only but not for other small step forward.
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PHILIPPINES
ACCRALAW Tower, 2nd Ave. Cor. 30th St., Bonifacio Global City By Paulo N Taguig City, Metro Manila, Philippines Rabanal Tel: (632) 830-8000, / Fax (632) 4037007 or (632) 4037008 E: [email protected] W: www.accralaw.com
Protection of women employees in the Against Women and Their Children Act of 2004” and under Republic Act No. 9710 or Philippines “The Magna Carta of Women”. On August 25, 2017, the Secretary of ccording to the World Economic pregnant and are allowed to engage in night the Department of Labour and Employment AForum’s Global Gender Gap (GGG) work. Additionally, employers must provide issued Department Order 178-17 (DO Report conducted in 2016, the Philippines is women workers an alternative to night work 178), which aims to address the health con- the most gender-equal country in the Asia- before and after childbirth for a period of at cerns encountered by employees whose Pacific region, having closed nearly 79 per- least 16 weeks weeks. To protect the secu- jobs require continuous standing or frequent cent of its gender gap. The GGG Index rity of tenure of women workers contem- walking. Under DO 178, companies are ranks 144 countries on the gap between plated in this article, the law provides that banned from mandating their women women and men based on indicators such they cannot be dismissed except for just and employees to wear shoes with more than as economic leadership, workforce partici- authorised causes that are not related to 2.5cm high heels, making the Philippines the pation, education, political leadership and pregnancy, childbirth and childcare responsi- first country in Asia where the mandatory health-related factors. bilities. wearing of high-heeled shoes is banned. This may be attributed to the principle Finally, there are a number of pending embodied in the 1987 Constitution recog- bills in the Congress that aim to strengthen nising “the role of women in nation building “Under DO 178, companies are the curb on discrimination against women in and [ensuring] the fundamental equality banned from mandating their the workplace by seeking to expand the before the law of women and men”. women employees to wear prohibited acts of discrimination. Pursuant to this, there has been much effort While the strides towards gender bal- to ensure that equal opportunities are given shoes with more than 2.5cm ance are commendable, it is important to to men and women employees. This is evi- high heels” consider, however, the other side of the dent in labour and social legislation, where a scale, ie the employers, so as not to grant number of laws and government issuances protection to women employees to the afford women not only equal opportunities Further, the law grants women a mater- extent of giving overbalanced or preferential with men, but also more protection and nity leave. Although men employees are treatment. The requirements provided by safeguards. likewise granted a paternity leave, there are the law may be too burdensome for the For example, under the Labour Code, substantial differences between the two employers that they may think twice before specifically under “Working Conditions for benefits. Maternity leave is available to hiring women employers. In pushing for Special Groups of Employees”, a separate women employees regardless of civil status, more benefits and protection favouring chapter discusses the special circumstances while the paternity leave is only available to women workers, a possible backlash may to be considered in the employment of men employees who are married. The occur and diminish the hiring of women women. Article 130 of the Labour Code more notable difference is the leave period, employees, effectively running counter to requires that certain facilities are required to as the maternity leave may be for a maxi- the intention of the law. As such, there is be provided for women to ensure their mum period of 60 or 78 days, while the nothing wrong with coming up with more safety and health. Articles 133 to 136 pro- paternity leave is only up to seven days legislations favourable to women, but it is vide safeguards for women employees by, maximum. On top of this, the Senate has also imperative that a careful contemplation among others, declaring acts of discrimina- recently approved Senate Bill 1305 or the on the implications of such must first be tion against women and certain prohibited “Expanded Maternity Leave Law of 2017”, done. acts, as unlawful. which seeks to extend the grant of maternity Likewise under Article 158 of the Labour leave to 120 days. In addition, women This article first appeared in Business Code, measures shall be taken to ensure the employees are granted special leaves under World, a newspaper of general circulation in well-being of women workers who are Republic Act No. 9262 or the “Anti-Violence the Philippines.
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SOUTH KOREA
Poongsan Bldg. 23 Chungjeongro, Seodaemun-gu, Seoul 03737, Korea Tel: 82 2 2262 6288 / Fax: 82 2 2279 5020 By Hong Mi-Ok E: [email protected] W: www.leeinternational.com
Communications Network Act) aims to pre- Big data ownership and regulation vent damage from a massive leak of personal information while maximising efficiency in n October 16, 2017, the US Supreme must perform security measures (access data distribution. The act imposes on provid- OCourt decided to hear a case in which rights management, access control system ers of information communication services Microsoft refused to submit requested data operation, encryption of personal informa- additional obligations such as data communi- to US law enforcement authorities for a tion, prevention of malicious programs, cation security and control of harmful infor- criminal investigation. The Court’s decision destruction of personal information) to pre- mation. Revisions to this act, pending in the will likely centre on who owns the data and vent personal information from being lost, National Assembly, also address improving what rights can be claimed relating to the stolen or damaged. In the event of an unau- de-identification, personal information pro- data. Whether the Court grants priority thorised disclosure in violation of these obli- tection and control of harmful information. rights to data providers or to companies gations, criminal penalties may be imposed Recently the Korean government pub- using and analysing big data will have a sig- on the personal information handler. lished “Guidelines on Personal Information nificant global impact on competitiveness De-identification,” and it is requiring such and data sovereignty. measures to be used. These guidelines As we enter the fourth industrial revolu- “The Korean government impose an obligation to explore methods for tion, we are witnessing a data technology de-identification (a way of eliminating any traditionally has adhered to revolution where companies utilise and ana- possibility of determining one’s identity from lyse big data and use that analysis to provide a policy of protecting certain data) and anonymisation. Companies services customised to each customer. Big privacy. Personal information should note that once big data becomes de- data enables companies to extract valuable identified, it cannot be transformed back into can be collected to the information and to respond to or predict identifiable data. future changes based on the extracted infor- minimum extent necessary Notwithstanding this trend toward mation. Big data is the foundation for a digital and collection of sensitive greater regulation by the Korean govern- market platform that helps companies better ment, the Korean big data market still grew information generally is understand customers and provide custom- to W262.3 billion in 2015, an increase of ised content. If a company develops such a limited” more than 30 percent over the previous platform using big data and succeeds in offer- year. Given that the market is in its infancy in ing more accurate and targeted services for Korea, such growth is quite noticeable. customers, it will have an increased oppor- Revisions to the existing data protection Because the data market continues to tunity to dominate a digital market. Knowing acts pending in the National Assembly are rise rapidly due to the data technology revo- this, many companies around the world focused on further protecting personal infor- lution, companies will need to be vigilant in fiercely compete against each other to stay mation by dealing with, among other things, monitoring the direction in which each ahead of their competitors. preventing misuse of personal information country’s big data regulations will go. For The Korean government traditionally and active engagement by the Personal those operating in Korea, they should take has adhered to a policy of protecting privacy. Information Dispute Mediation Committee. note of the Korean government’s strength- Personal information can be collected to the Additionally, the Korean “Act on ening stance on personal information pro- minimum extent necessary and collection of Promotion of Information and tection and companies should find ways to sensitive information generally is limited. Communications Network Utilisation and protect personal information in compliance Additionally, personal information handlers Information Protection, Etc” (Information with the government’s requirements.
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VIETNAM
Ho Chi Minh City Office – Unit 305, 3rd Floor, CentecTower 72 -74 Nguyen Thi Minh Khai, District 3, Ho Chi Minh City, Vietnam Tel: (84) 28 3823 9640 / Fax: (84) 28 3823 9641 By Dao Phuong Hanoi Office – Unit 705, 7th Floor, CMC Tower, Duy Tan Street, Cau Giay District, Hanoi, Vietnam Linh Tel: (84) 24 3795 5261 / Fax: (84) 24 3795 5262 / Moblie: (84) 168 759 1338 E: [email protected] W: www.indochinecounsel.com
Effective time of registration for secu- New decree for registration of security rity measures measures The regulations on the effective time of registration for security measures under he government recently issued a decree 1. Mortgage of assets being movable assets Decree 102 are different from Decree 83 as Tto streamline the procedures and other than those which must be follows: requirements for registration of security registered; 1. For registration of security measures over measures, and improve information 2. Mortgage of assets attached to land to be LURs, assets attached to land, an aircraft disclosure for secured assets. formed in the future; and or a ship, the effective time of registration Decree No. 102/2017/ND-CP on 3. Reservation of ownership in a case of for the security measures is the time registration of security measures was issued purchase and sale of assets attached to when the registration authority enters the on September 1, 2017 and took effect on land or of assets attached to land to be registration contents into the register. October 15, 2017 and replaced Decree formed in the future, purchase and sale of 2. In the case of registration for a change No. 83/2010/ND-CP dated July 23, 2010. an aircraft or ship, and purchase and sale due to an addition of security assets of other movable assets with reservation without signing any new security contract, Security measures subject to manda- of ownership. or of a secured obligation that at the time tory registration Registration for these security assets will of signing, the parties did not agree on 1. Mortgage of land-use rights (LURs): This be made with the Centre for Registration of security for obligations arising in the must be registered with a branch of Land Assets and Transactions under the National future, then the effective time of Registration Office (LRO) or LRO under Registration Agency for Secured Transactions registration for the security measures the provincial Department of Natural under the Ministry of Justice. applicable to the additional asset or Resources and Environment (in provinces additional [secured] obligation is the time without an LRO, the LUR Registration Registration file and procedures when the registration authority enters the Office will be in charge of registration); Decree 102 simplifies administrative changed registration items into the 2. Mortgage of assets attached to land procedures and improves transparency register or enters them into the database. where ownership of such assets is and publicity in registration of security 3. The effective time of registration for certified in the certificate of land-use rights measures. security measures shall not be changed in and ownership of the residential house The registration file for a secured the case of transition from registration of and other assets attached to the land: transaction can be lodged by one of the the mortgage of an asset right arising from Registration must be made with the LRO following methods: online registration a contract for the purchase and sale of or the LUR Registration Office; system, lodged directly (in person), sent by residential housing to registration of a 3. Pledge or mortgage of an aircraft: This post or sent by email if the applicant has mortgage of such house to be formed in must be registered with the Civil Aviation been issued with a code to use the security the future; or transition from registration Authority of Vietnam under the Ministry database. of a mortgage of an asset right arising of Transport (MOT); and Upon receipt of the proper application from a contract for sale and purchase of a 4. Mortgage of a ship: Registration must be dossier, the registration authority must house to registration of a mortgage of the made with the Vietnam Maritime resolve a registration file on the same day as house as such house to be formed in the Authority, local Maritime Authority or the application file is received. If a file is future has already been formed in local Maritime Administration under received after 3pm, registration shall be accordance with the Law on Residential Vietnam Maritime Administration under completed on the following working day. Housing. The effective time of registration the MOT. And if it is necessary to prolong the time-limit for security measures in those cases is the for processing a file, then such extended time of registration of the mortgage of the Security measures for which registra- time-limit must not exceed three working asset right arising from the contract for tion can be made upon request days. sale and purchase of the house.
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THE BRIEFING
EVENT REPORTS
A full house of in-house at our 19th annual Hong Kong In-House Congress
Benchmarking the in-house team’s evolution
dapting to the changing in-house role Don’t begin with the technology, was regulatory risk forecasting. Law firms that Acan be a challenge. Increasingly, law- Lalime’s recommendation. Instead, legal regularly speak to clients and regulators yers are expected to be much more teams should think about the processes across your industry are well placed to actively involved in risk management, first. The most repetitive and mundane provide this much more efficiently than technology, strategy and project manage- tasks are the low-hanging fruit for auto- can be done in-house — and it should ment — and they are looking to external mation — and are also the jobs where be a standard service provided by firms, law firms to help with the process of your human staff add the least value. argued Rogers, while Chew stressed the change. Having identified these processes, this will importance of local insights in markets This was the topic up for discussion create a much easier starting point for a such as Asean. at the plenary panel of the 19th annual discussion with the tech staff within the The panel took to the stage after In-House Community Congress in Hong organisation. a welcome address by Emerico De Kong last week. Taking part in the ses- Rogers agreed that it is wasteful to tie Guzman, managing partner of Angara sion were Stephanie Cheung, chief legal up expensive lawyers with processes such Abello Concepcion Regala & Cruz Law officer for Melco Resorts & Entertain- as billing and document review, both for Offices, looking at recent legal develop- ment; Crystal Lalime, managing director in-house and private practice teams. ments in the Philippines. and head of global markets legal, Asia Even so, not all investments in tech- Other highlights of the day for the Pacific, at Credit Suisse; Tom Glasgow, nology will work out. One panellist dis- over 400 attending In-House Community investment manager, Asia, IMF Bentham; cussed an artificial intelligence solution for members included workshops covering a Martin Rogers, partner, Davis Polk; Chew drafting seemingly simple contracts that wide range of subjects, such as interna- Seng Kok, managing director, Zico Hold- achieved an underwhelming 98% inac- tional arbitration, China’s Belt-and-Road ings; and moderator Patrick Dransfield, curacy after a year of development. The scheme, US enforcement of sanctions, publishing director of Asian-mena Coun- lesson: be willing to fail, but make sure crisis management, value creation through sel and co-director of In-House Com- that you fail fast and move on. intellectual property and multidisciplinary munity. We also heard from the panel that the platforms for alternative legal solutions in The discussion was put into context role of non-lawyers is becoming increas- Asean. by an engaging presentation on the rise of ingly important for in-house teams. In Thanks to all our speakers and co- in-house lawyers and the changing nature particular, people with expertise in deliv- hosts, including: Addleshaw Goddard; of the role by former GC, Peter Connor, ery, technology, stakeholder management Angara Abello Concepcion Regala & Cruz CEO and founder of Alternatively Legal. and project management. The ability to Law Offices (ACCRALAW); AWA Asia; Of all the changes facing the industry, frame the team’s requirements in a way Axiom; Clyde & Co; Conyers Dill & Pear- the panellists agreed that technology, in that business teams can understand can man; Davis Polk & Wardwell; Debevoise particular, is moving at a pace that is likely make a significant difference — and can & Plimpton; Fangda Partners; the Hong to produce surprises during the next five be much simpler than trying to re-train Kong International Arbitration Centre; to 10 years. But deploying tech solutions lawyers to speak the language of business. Hughes-Castell; IMF Bentham; Lewis within an in-house legal team can be While many legal teams are trying Sanders; Mintz Group; Oldham, Li & Nie daunting for lawyers with no background to retain more work in-house, there are Lawyers; Taylor Root; and ZICO Holdings or expertise in managing such a process. some new areas where it makes sense for their support of this In-House Com- How to get started? to rely on external firms. One example is munity gathering.
16 www.inhousecommunity.com A special thanks on behalf of the In-House Community™ to all our speakers, which included:
Anna Chan Chan May May “Very inspiriational speakers. Partner, Dispute CEO Thank you!” Resolution ZICO Insource Oldham, Li & Nie – Hong Kong Congress delegate Lawyers
Jonathan Chang Xiaofan Chen Chen Zhu Stephanie Cheung Counsel – Registered Partner Counsel – Registered Chief Legal Officer Foreign Lawyer AWA Asia Limited Foreign Lawyer Melco Resorts & Davis Polk & Wardwell Davis Polk & Wardwell Entertainment
Chew Seng Kok Anna Chong Ian Cocking Peter Connor Managing Director Partner Partner / Head of CEO and Founder ZICO Holdings Inc. Conyers Dill & Construction, Hong Alternatively Legal Pearman Kong Clyde & Co
Emerico O. De Guzman Alex De Miranda Patrick Dransfield Lauren Ellison Managing Partner Legal Consultant Publishing Director Supervising Counsel Angara Abello Axiom Asian-mena Counsel Telstra Global Concepcion Regala & and Co-Director Enterprise & Services Cruz Law Offices In-House Community (ACCRALAW)
David Engel Nigel Francis Tim Gilkison Tom Glasgow Head of Reputation & Head of Region - Asia Managing Director Investment Manager Information Protection Dispute Resolution In-House Community (Asia) Addleshaw Goddard Addleshaw Goddard IMF Bentham
Mark Johnson Crystal Lalime Jonathan Lam Ai-Leen Lim Partner Managing Director and Associate, Dispute CEO and Principal Debevoise & Plimpton Head of Global Resolution Counsel Markets Legal - Asia Oldham, Li & Nie AWA Asia Limited Pacific Lawyers Credit Suisse
Gary Lim Yanhua Lin Stephen Man Damien McDonald CEO Partner VP and General Partner ShakeUp Online Fangda Partners Counsel – APAC Peter Yuen & eBay Associates in Association with Fangda Partners
Andy Meehan Nigel Meeson QC Lars Nilsson Bill Novomisle Global Financial Partner and Head of Partner - European Founder and Chief Crimes Legal Advisory, the Asia Disputes & Patent Attorney Design Officer Asia Pacific Restructuring Group AWA Asia Limited In-Gear Legalytics Morgan Stanley Conyers Dill & Limited Pearman
Wesley Pang Jessica Pyman Peibing Qi Fabian Roday Managing Counsel Partner, Hong Kong Partner Associate Hong Kong Mintz Group Fangda Partners Fangda Partners International Arbitration Centre
Martin Rogers Philip Rohlik Patrick Sinclair Paul Subramaniam Partner International Counsel Partner Chief Risk Officer and Davis Polk & Wardwell Debevoise & Plimpton Davis Polk & Wardwell Head of Knowledge Management and Training ZICO Knowledge Services
Sharon Tan Matthew Townsend Dennis Wong Patrick Zheng Partner Legal Manager Partner, Beijing / Partner, Beijing ZICO Law Malaysia Peter Yuen & Hong Kong Clyde & Co Associates in Clyde & Co Association with Fangda Partners
Volume 15 Issue 3, 2017 17 THE BRIEFING
EVENT REPORTS Innovation to the fore at 17th In-House Community Congress Shanghai
he importance of being a “proactive issues as diverse as antitrust compliance, Tin-house counsel” and knowing your managing “recovery-led” investigations, business were just a couple of the many maritime law, China crude oil futures, takeaways from the opening plenary dis- anti-corruption enforcement, arbitration, cussion at the 17th Shanghai In-House investment risk, employee misconduct, Community Congress, with corporate China’s Cybersecurity Law, customs vol- China’s increasingly important role as an untary disclosure, and litigation strategies. “exporter of innovation” informing the Thanks go to all our speakers and discussion. co-hosts (listed below) as well as Hughes- Over 200 counsel assembled for the Castell and Taylor Root for their support annual gathering of the city’s in-house of this important meeting. community on October 26 at the Renais- sance Shanghai Pudong for a day of lively “Thank you. A great event!” – discussion and informed presentations on Shanghai delegate
A special thanks on behalf of the In-House Community™ to all our speakers, which included:
Richard Bell Patrick Dransfield Matthew Durham Partner, Shanghai Publishing Director Partner, Employment, Clyde & Co Asian-mena Counsel Shanghai and Co-Director Simmons & Simmons In-House Community
Feng Sufang Tim Gilkison Michelle Gon Michael Gu Ya Jing Gu Partner Managing Director Partner Partner Head of Legal King & Wood In-House Community McDermott Will & AnJie Law Firm Department Mallesons Emery BNP Paribas (China) Limited
Rosie Hawes Michael Hickman Martin Hu Ai-Leen Lim Cong Liu Principal, Compliance, Principal, Compliance, Managing Partner CEO and Principal Legal Consultant Forensics and Forensics and MHP Law Firm Counsel Reed Smith Intelligence, Greater Intelligence, Greater AWA Asia (part of the China and North Asia China and North Asia Awapatent Group) Control Risks Control Risks
Yang Liu Fiona Loughrey May Lu Wesley Pang Philip Rohlik Partner Head of Asia Partner, Employment, Managing Counsel International Counsel Clyde & Co Westlink Employment Group, Shanghai Hong Kong Debevoise & Plimpton JLV Hong Kong Simmons & Simmons International Simmons & Simmons Arbitration Centre
Victor Sun Sun Xing Weiyang Tang Helen Tang Xudong Tao General Counsel Lawyer Partner Senior Associate Partner Cisco China King & Wood JunHe LLP Herbert Smith JunHe LLP Mallesons Freehills
Howard Wang Nan Wang Weiwen Wang Xia Yibin Blake Yang Principal, Compliance, Vice President & Vice President, Legal - Partner Senior Associate Forensics and Assistant General Business Reputation AnJie Law Firm MHP Law Firm Intelligence, Greater Counsel and Responsibility, China and North Asia Marriott International, Greater China Control Risks Inc. IHG
Jeffrey Yang Yu Feng Patrick Zheng Efar Zhou Senior Associate, Partner Partner, Beijing Associate Energy & Natural King & Wood Clyde & Co MHP Law Firm Resources Group Mallesons Reed Smith
18 www.inhousecommunity.com Volume 15 Issue 3, 2017 19 THE BRIEFING
MOVES The latest senior legal appointments around Asia and the Middle East
AUSTRALIA JAPAN Baker McKenzie has added Antony Rumboll as a partner in the cor- Squire Patton Boggs has hired Rika Beppu porate markets team in Sydney, having joined the firm following his suc- and Stephen Pak as corporate partners in cess as an exceptional senior investment banking lawyer at UBS. During Tokyo. Beppu was previously head of corpo- his stay at UBS, the firm has been consistently ranked as one of Australia’s rate and M&A at Hogan Lovells in Tokyo and leading investment banks across equity and debt capital markets, as well also served as office managing partner and as M&A. Rumboll has been involved in many of Australia’s most signifi- head of the corporate department at Simmons Rika Beppu cant corporate transactions, including the Qube takeover of Asciano, the & Simmons in Tokyo. Dual-qualified in the UK proposed Tatts/Tabcorp merger, the QR National IPO, Telstra 3 Share and Hong Kong, and a Registered Foreign Offer, 2010 Shell/Woodside block trade and recent IPOs, such as MYOB, Lawyer in Japan since 2001, Beppu focuses Healthscope and Link. principally on advising Japanese multinational companies on corporate and M&A transac- tions. Pak was previously a senior foreign HONG KONG counsel at Yulchon in Seoul, and also spent 12 Morgan Lewis has expanded its Hong Kong years at Sidley Austin working from the firm’s presence with the addition of Alice Huang Los Angeles and Hong Kong offices. He is a Stephen Pak as a partner in Hong Kong, focusing on fund US-licensed lawyer with a broad corporate formation and asset management regulatory practice, focusing on cross-border M&A, foreign investment transactions, and counseling advice. She counsels fund private equity and venture capital, as well as international dispute resolu- sponsors based in the US and Asia on the for- tion. He has also advised on data security matters. Alice Huang mation, structuring and on-going management of private funds that are active in China or on a global basis. She also represents institutional investors, including sovereign and pension funds, PAPUA NEW GUINEA on their investments in global private funds. Huang formerly worked as Corrs Chambers Westgarth has added Papua New Guinea (PNG) a senior tax manager with Deloitte in Los Angeles and also served as resources sector specialist Vaughan Mills as a partner, to head the firm’s general counsel of an international private equity fund. establishment of its presence in Port Moresby, splitting his time between the firm’s Port Moresby and Brisbane offices. Mills joined from Allens, where he developed and led the PNG practice for nearly 20 years. He INDIA has been advising on energy and resources projects in Australia and Shardul Amarchand Mangaldas has added Nikhil Naredi as a part- PNG for more than 23 years, including while based in Port Moresby for ner in the Mumbai office as part of the capital markets practice effective almost a decade. Mills has acted as PNG counsel advising ExxonMobil as October 11, 2017. He has over 13 years of experience, including over operator of the PNG LNG Project. Recently, he advised Oil Search in its five years at the Singapore office of an international law firm, in advising US$2.5 billion bid to acquire InterOil, which holds a 37 percent interest clients on a wide variety of domestic and overseas securities offerings, in the PNG LNG Project. In Australia, he advised Shell Australia on its involving public offerings and private placements of equity, equity-linked 20-year retail fuel Alliance with Coles Express. and debt securities. Naredi is an alumnus of the Columbia University, New York and National Law School of India University, Bangalore. He has worked with the Mumbai office of Amarchand & Mangaldas & Suresh SOUTH KOREA A Shroff & Co and Cyril Amarchand Mangaldas and the Singapore office Yulchon has added Nina Kim as a partner in its corporate and finance of Jones Day. practice. She joins from Kim & Chang, where she worked as a senior foreign attorney in the corporate department from 2006 until recently. Kim has extensive experience in a broad range of transactions and INDONESIA projects, including cross-border M&As, corporate restructurings, joint Oentoeng Suria & Partners has added Prawidha Murti as a partner ventures and strategic alliances. Throughout her career, Kim has advised in its dispute resolution practice in Jakarta. Murti joins from Makes & clients in many high-profile transactions, including capital investments Partners, in alliance with Singapore’s Wong Partnership. She has more made by foreign companies in Korea in various industries, such as in the than 14 years’ litigation experience across multiple jurisdictions, handling chemical, pharmaceutical, food and automobile sectors. She represents high-profile litigation and arbitration cases, from civil commercial dis- corporate and institutional clients in transactions and projects, includ- putes to competition and anti-monopoly proceedings. Murti represents ing advising multinational companies and global private equity funds in clients in Indonesian courts, tribunals and arbitrations, and has advised complex transactions with major Korean businesses and conglomerates, international and domestic companies in sectors, including oil and gas, such as Samsung, SK Chemicals, S-Oil and Hyundai and leading Korean TMT and finance. pharma companies. Prior to advising companies in Korea, she worked
20 www.inhousecommunity.com for 10 years in New York at international law firms, including Paul Hast- Singapore in 2014. She is fluent in conversational Mandarin and Japanese. ings. Additionally, she serves as co-chair of the British Chamber of Commerce Energy & Utility Business Group and as a Council Member of the Society of Construction Law Singapore. A champion of diversity and women’s SINGAPORE career advancement, she is also an active member of Women in Energy Reed Smith has added projects and construction lawyer Bree Miechel Asia. to the firm’s global energy and natural resources group in Singapore. She joins from the Singapore office of Simmons & Simmons, where she led Clifford Chance will add leading technology the construction practice for the Southeast Asia region. Miechel, who has partner Luke Grubb in its corporate practice more than 12 years of experience working in Asia and the Middle East, in Singapore later this year. His knowledge of advises sponsors, lenders, government authorities and contractors on technology-related transactions includes more conventional and renewable power, energy efficiency, water and waste, than 20 years of experience advising on com- oil and gas, transport and social infrastructure projects locally, regionally mercial contracts, technology-driven merg- and worldwide. She recently advised a project sponsor on its procure- ers, acquisitions and joint ventures, as well ment strategy for an upstream liquids project in South East Asia and, on a as intellectual property, data privacy, cyber Luke Grubb pro bono basis, leads a work stream for the Solar Energy Standardisation security, fintech and payment systems. Grubb Initiative spearheaded by the Terrawatt Initiative and the International joins from Latham & Watkins, where he heads the technology, media and Renewable Energy Agency. Miechel was admitted as a solicitor in New commercial practice in Asia, serves as a global chair of the information South Wales, Australia in 2005, before relocating to Hong Kong in 2006, technology–systems and solutions team and leads the fintech group in working with another international law firm in construction, finance and Asia. He has a market leading practice in Asia, advising clients across all M&A. She also practiced in Beijing and Abu Dhabi, prior to relocating to industry sectors. He is admitted as a solicitor in England and Wales.
Confused as to where to start your search for external counsel across the Asia-mena region?
You can start your search at:
www.inhousecommunity.com/ What’s more ... find-a-lawyer/ Just tell us what area, and where you are looking for advice, and based on feedback provided by our 20,000+ members across the Asia- mena region, as well as our personal knowledge of the market, we’ll be happy to give you a shortlist of firms or counsel to start your search with. For more, contact Tim Gilkison at [email protected]
Volume 15 Issue 3, 2017 21 THE BRIEFING
DEAL OF THE MONTH
Asian-mena Counsel Deal of the Month
apps, QQ Reading and Qudian. China Literature The deal also highlights a trend towards improving intellectual property -book company China Literature’s shares doubled in price on their debut protections in the Chinese market. China EHK$8.3 billion (US$1.1bn) initial on November 8 and closed the day at Literature’s business is, in effect, selling public offering on the Hong Kong Stock HK$104. subscriptions to copyrighted works that Exchange exemplified how investor until relatively recently would have had enthusiasm has gathered steam this year. “The deal also highlights little protection in China — and therefore The retail tranche was more than little value. The demand for its IPO shows 625 times oversubscribed, attracting over a trend towards how significantly this has changed during 400,000 applications and cash demand of improving intellectual the past decade. more than HK$520 billion, making it the property protections in After the IPO, Tencent, through its second most oversubscribed deal in Hong subsidiaries, owns 62% of the shares in Kong’s history. Both the preferential offer- the Chinese market” China Literature and private equity firm ing for existing Tencent shareholders and Carlyle Group has a 12% stake. the international offering for institutional All this excitement was driven by Clifford Chance advised the joint investors were also significantly oversub- a combination of investors’ excitement sponsors and underwriters, including scribed. about Tencent, China Literature’s parent Morgan Stanley, Bank of America Merrill It was the largest tech IPO in Hong and a top stock market performer, and Lynch and Credit Suisse. The deal was Kong since Alibaba.com in 2007 and the the Chinese e-book sector. The com- co-led by Clifford Chance partners Amy second-largest tech IPO in Asia this year pany says that it has 6.4 million authors, Lo, Tim Wang and Fang Liu. after Korea’s Netmarble Games. Lucky including both established names and self- Skadden advised China Literature. investors who managed to get an alloca- published writers, and 9.6 million literary The team is led by partners Julie Gao and tion were rewarded with a strong first- works on its platform, which is primarily Christopher Betts in Hong Kong and day performance. After pricing at HK$55, accessed through its two best-known Haiping Li in Shanghai.
Other recent deals: are Morgan Stanley & Co International, Credit Suisse Securities Allen & Gledhill has also advised TPG Capital, Alliance Asia (USA), Citigroup Global Markets, China International Capital Holdings, Myanmar Winery & Distillery and Total Supply Corporation Hong Kong Securities and UBS Securities. The trans- Chain on the US$742 million sale of 75 percent interest in the action is the biggest Chinese IPO in New York so far this year, shares of Myanmar Supply Chain & Services and Myanmar Distill- surpassing the IPO of Best in New York on September 20, 2017, ery and its related supply chain business. The group is Myanmar’s raising US$450 million at 45 million ADSs. leading manufacturer, marketer and distributor of distilled bever- ages, including Grand Royal, the country’s leading whisky. The Shearman & Sterling is advising Shiseido, a leading global cos- shares were sold to International Beverage Holdings (Singapore), metics company, on the approximately US$485 million sale of its a wholly-owned subsidiary of Thai Beverage. Partners Oh Hsiu wholly-owned subsidiary Zotos International and certain related Hau, Minn Naing Oo, Lim Chong Ying and Alexander Yap assets to German-headquartered Henkel. Zotos is a fully inte- led the transaction, which is one of the largest M&A transactions grated, global haircare company that manufactures and markets in Myanmar to date. Weerawong, Chinnavat & Partners rep- a full range of haircare, texture service and hair colour products. resented Thai Bev. Senior partner Weerawong Chittmittra- Henkel is a wholly-owned subsidiary of Germany-listed Henkel pap and partner Sunyaluck Chaikajornwat led the transaction. KGaA, which operates globally in the adhesive technologies, beauty care and laundry and home care business. Partner Ken- Fangda has represented New York-listed Qudian, a leading neth Lebrun (Tokyo-M&A), supported by partners Laurence provider of online small consumer credit products in China, Crouch (Menlo Park-tax), John Cannon (New York-compen- on its IPO of approximately 43.12 million American depositary sation, governance & ERISA), Jordan Altman (New York-IP) shares at US$24 per ADS, for a total offering size of over US$1 and Jessica Delbaum (New York-antitrust), led the transaction, billion, considering the underwriters have exercised their over- which is subject to customary conditions, including the receipt of allotment option in full amount. The underwriters of the offering necessary regulatory approvals.
22 www.inhousecommunity.com INVESTIGATIVE INTELLIGENCE
Reshmi Khurana Managing Director and Head, South Asia Asset searches in the digital age
Social media and other technology are changing the way asset searches are conducted in a dispute
ompanies and individuals may wish techniques to help creditors (banks, corporate structures that potentially hide to seek to identify the assets of corporates and other financial institutions) the true ownership of assets, provide leads Cthird parties and estimate their locate unidentified assets not only in the to be pursued and prioritised, identify value for various reasons. They may need local market, but also overseas, where sources that can be tapped for further this information to fully evaluate an assets may be hidden or where markets are inquiry and possibly identify low hanging investment target or joint venture partner, more regulated and creditors may have a fruit in terms of assets that can be used in or they may need it as part of an effort to better chance of enforcing an arbitration negotiation or claim as part of the legal recover funds (or assess the likelihood award or seizing assets. action. thereof) from a counterparty in connection Asset searches are challenging and the In our experience, this is sometimes not with an actual or anticipated judgment or methodology that investigators and lawyers sufficient as many companies and arbitration award. Often companies can use depends on the jurisdictions where individuals park funds in non-transparent conduct an asset search before proceeding the assets are being searched, the quality jurisdictions where financial assets cannot on a lengthy and potentially expensive and content of available public records in be assessed and accessed. However, arbitration or litigation. that jurisdiction, the nature of the entity investigators can use publicly available In the past 24 months in the Asia- whose assets are being traced, the value of social media, and the technology that is Pacific region, many banks have also been assets and various other factors. Add to this available to parse through such data conducting asset searches related to non- complexity the fact that an entity’s assets, generated by social media, to their performing loans (NPLs), which have been their location and the type of assets you advantage. There are several specialised climbing in the face of slow economic are after, may all be unknown at the tools now available that can track the growth. As defaults rise, several banks have beginning of an investigation. public social media profile of individuals. been aggressive in trying to recover assets Traditionally, investigators have used a This can help companies determine where a from founder entrepreneurs of borrower phased approach that relied heavily on the certain individual holidays, whether they companies. In India alone, NPLs stood at collection of national and international have a luxury yacht or have recently bought nearly US$180 billion as of the end of March public records to identify assets and to expensive art or vehicles that they (or a 2017, many of which have been classified gather information that provides clues to friend or relative) cannot resist publicly as wilful, which means the companies and/ where and what type of assets may be sharing on social media. This information or their promoters have defaulted but are found. These clues can often be found in can provide useful leads for an investigator. believed to have the ability to repay. The corporate records such as in the publicly Even the most secretive borrower may have softening economic environment has also available charge documents filed with a relative or friend who displays their life led to a rise in shareholder disputes in the banks. These records may identify publicly on social media. The regulation in region, where often one party is accused of subsidiaries in foreign locations and where the Asia-Pacific region relating to the mining illegally misappropriating and diverting assets can be located. However, public of publicly available social media data is company funds. In this case, one party may records in many countries in the region are still nebulous but is likely to evolve fast. want to identify the assets of another of poor quality, non-transparent and are The various methods described above party. often not up to date. Hence, investigators for the collection of information and The globalisation of business combined often have to develop a network of primary evidence related to assets, combined with with the ever-expanding world of offshore sources, often across the globe, that can criminal and civil recovery remedies across finance enables business owners or provide unbiased, actionable intelligence international jurisdictions, provide valuable company management to set up complex on potential assets. The information tools to companies and their legal advisers corporate structures to hide the true gathered in this process can help companies in a dispute. ownership of their assets. Lawyers and better understand the financial health of investigators often need to use the entities or individuals whose assets they [email protected] www.kroll.com sophisticated forensic investigative are searching, it may help unravel the
Volume 15 Issue 3, 2017 23 Opportunities of the Month …
Be it a case of wanting to spice things up or break the pattern, every now and then, it's nice to know there's something else. Whether you do so casually or stringently, take a look below to see what the legal sector can offer you.
Regional Legal Compliance Specialist, Asia – IT 6-10 yrs PQE, Hong Kong 5+ yrs PQE, Singapore
A global business with its HQ in Hong Kong seeks additional senior lawyers An MNC in the IT industry is looking to hire a mid-level lawyer to join its team to support its various business units. Work involves advising the international in Singapore. Responsibilities entail advising various business units on IT, IP business on general commercial work covering contracts, IP, HR issues. Lawyers commercial, compliance and litigation matters in the region. Candidates called from private practice as well as in-house will be considered. [Ref: IHC 15953] to the Singapore or Malaysian Bar with strong private practice background and Contact: Claire Park prior experience from the IT industry, strongly preferred. Strong commercial Tel: (852) 2920 9134 acumen, excellent interpersonal and communication skills highly preferred. The Email: [email protected] role offers a stable, supportive environment and a collegiate team. Fluency in Mandarin an advantage as the candidate will be required to liaise with business units and Chinese speaking counterparts. Minimal travel anticipated. [Ref: Associate General Counsel – Retail A43396] 10+ yrs PQE, Hong Kong Contact: Savera Bhatnagar Tel: (65) 6214 3310 Email: [email protected] A global retail conglomerate is seeking an associate general counsel to join its legal team in Hong Kong. The ideal person will have at least 10 years of post-qualification experience with exposure to franchising matters and M&A experience will be an advantage. Excellent opportunity to join a growing team of Senior Legal Counsel (Regional) a well-established brand. Chinese language skills are preferred but not essential. 8+ yrs PQE, Singapore [Ref: PBP6766] Contact: Karishma Khemaney A listed global MNC with substantial APAC presence has created this new role Tel: (852) 2537 0895 to support business growth in the SE Asia markets. Email: [email protected] Reporting to the APAC general counsel based in Singapore, you will lead a legal manager to handle a broad array of general corporate matters such as drafting and review of commercial, vendors, manufacturing contracts, compliance, ECM Lawyer – Investment Banking HR /union matters, litigation and M&A. The M&A pipeline for the mid-term is 4+ yrs PQE, Hong Kong healthy and hence there may be slightly more focus in this area of work for the next 12-18 months. Ideally, you are with at least eight years’ PQE (SG or HK qualified), with solid An experienced ECM/IPO lawyer is sought by a renowned international in-house experience. Candidates with experience supporting manufacturing investment bank to advise on their equity markets team. The responsibilities entities, who trained in the corporate teams within private practice are of the successful candidate will include providing legal advice on equity capital preferred but not a must. Travelling of 25% to be expected. [Ref: R/MK/SLC(R)] market transactions including IPOs, placements and block trades. Contact: Michelle Koh Applicants should have at least four years’ PQE at another financial institution Tel: (65) 6407 1202 or international law firm. The prospective joiner will demonstrate the required Email: [email protected] technical and analytical skills in dealing with ECM transactions. Chinese language skill (written and spoken) is required. [Ref: 10553] Contact: Carmen Mok Tel: (852) 2951 2117 Employment Counsel – IT Email: [email protected] 8+ yrs PQE, China
A world-renowned IT group is hiring an employment counsel with an APAC Senior Counsel – Engineering international background to join its China legal team. You will primarily be 15+ yrs PQE, Singapore responsible for providing legal and regulatory compliance support on all labour and personnel issues including but not limited to internal policies drafting, overseas employee litigation and daily employment consultation. You must have A senior counsel is sought to support various business lines independently at least three years’ PQE as an employment law and litigation lawyer in a MNC. for the APAC region. You will be working closely with Asia Pacific business A law degree or above plus a license to practice law in US/Hong Kong/Singapore leaders, and their management teams. The scope of work includes dealing or Europe are required. Candidates who have a global perspective and overseas with contracts, bid for tenders, managing external counsel when required, and work experience are best suited for the role. Excellent English drafting skills are dealing with compliance issues such as anti-bribery and corruption laws. mandatory as well as native-level English and fluent Mandarin. [Ref: 14235/AC] The ideal candidate should have prior work experience in sectors such as Contact: Sally Xie healthcare and engineering. [Ref: JGB - IS 1745] Tel: (852) 2520 1168 Contact: Benedict Joseph Email: [email protected] Tel: (65) 6818 9707 Email: [email protected]
24 www.inhousecommunity.com Anti-Trust & Competition
Asia’s evolving Anti-monopoly Towards robust competition enforcement yet balanced landscape in China’s competition in By Nick Ferguson, healthcare the Philippines In-House Community industry By Francisco Lim By Michael Gu and and Eric Recalde, Sihui Sun, ACCRALAW AnJie Law Firm 26 28 32 Volume 15 Issue 3, 2017 25 ANTI-TRUST & COMPETITION
Asia’s evolving competition landscape After a period of rapid adoption of competition laws in Asia, only Bhutan and North Korea are compliance safe spaces, write Nick Ferguson.
oing business in Asia is getting compliance with the region’s diverse laws and increasingly complicated as jurisdictions enforcement practices,” according to Kaori have embraced competition laws and Yamada, partner and co-head of Freshfields’ Asia started active enforcement. This is good antitrust, competition and trade practice. Dnews for external advisers, but a potential “Appropriate training, policies, procedures and compliance headache for in-house teams. internal reporting mechanisms can all mitigate Even Hong Kong, which once prided itself as a the risk of infringement, but in-house legal teams bastion of free-market principles and laissez-faire need to keep these under constant review to keep regulation, has entered the enforcement phase of pace with the region’s rapidly evolving its new competition regime, with two proceedings landscape.” launched so far this year — one against five Wherever companies do business in Asia today technology companies accused of bid-rigging and they are typically butting up against a another against 10 construction and engineering competition environment that is either immature companies accused of price-fixing. or undergoing significant amendments, and often Enforcement activity is also on the rise in both. China, Indonesia, Japan, Mongolia, Thailand China, Japan and Korea. Indeed, China has quickly and Vietnam are all either considering or actively established itself as one of the most active overhauling their regimes, while countries such as jurisdictions in the world for competition law, Brunei, Laos, Myanmar and the Philippines all with the commerce ministry handling 353 merger have relatively young competition laws that cases in 2016, which is even more than the EU. In companies with global operations need to be Korea, the Fair Trade Commission imposed total aware of. And with Cambodia’s draft law close to fines of US$760 million in 2016 — almost double being finalised, that leaves Bhutan and North that of the US — and this year it imposed a Korea as the only jurisdictions in the region US$900 million fine on Qualcomm. without some form of competition law. “With competition regimes emerging and Compared to the unified competition strengthening in Asia, companies doing business authorities in Europe and the US, the situation in here will need to invest more resources to ensure Asia can be confusing and time-consuming.
“Undeniably, the centre of gravity of global competition law enforcement has shifted closer to Asia” Alastair Mordaunt, Freshfields
26 www.inhousecommunity.com Asia’s evolving competition landscape By Nick Ferguson, In-House Community
Qualcomm’s US$39 billion acquisition of NXP landscape in Asia continues to evolve, in-house Semiconductor, for example, requires notification legal teams will need to invest more resources to merger control authorities in China, Japan, into compliance. Korea, the Philippines and Taiwan. “Undeniably, the centre of gravity of global Besides merger control, a particular focus for competition law enforcement has shifted closer to authorities in Asia is cartels. Almost every country Asia,” said Alastair Mordaunt, partner and in the region has a history of large groups co-head of Freshfields’ Asian antitrust, dominating certain sectors of the economy, from competition and trade practice. “While there are the chaebol in Korea and the keiretsu in Japan, to still huge variations across the region in terms of the 40 or 50 families that control the economies economic and political development, we are of Hong Kong and South-East Asia. While these seeing Asian markets take a much more vigorous dynamics are changing, bid-rigging for and sophisticated approach to competition law government contracts remains a pervasive enforcement, and companies should take notice.” problem that costs the region billions of dollars a year, especially in developing economies where public procurement is typically higher as a share Asian antitrust milestones of GDP than in rich countries. 2017 “This is a type of cartel that is a priority for • New law comes into effect in Thailand many jurisdictions in Asia as it directly affects the • Enforcement begins in the Philippines public purse by making products more costly for • Merger control thresholds amended in India the government and ultimately the taxpayers,” • Korea Fair Trade Commission fines said Ruben Maximiano, a competition specialist at Qualcomm approximately US$900m the OECD. • Malaysia Competition Commission issues Hong Kong’s first bid-rigging case is scheduled record fines in insurance sector to be heard by the Competition Tribunal in June • New sanctions come into effect in Mongolia 2018, while Korea has been particularly active in • Hong Kong Competition Commission brings pursuing such cases recently, having imposed fines its first two cartel cases before the of W37.8 billion (US$34m) on four conveyor belt Competition Tribunal companies and penalised six concrete associations 2018 for collusion. Bid-rigging was also found in the • New competition law expected to be power sector, with Korea Hydro and Nuclear enacted in Vietnam Power both fined for anti-competitive practices. • Draft text of changes to fining procedures Leniency programmes have proven surprisingly expected to be introduced in Japan effective at obtaining evidence against cartels, • Amendments to competition laws in particularly in Japan and Korea, but also in China, Indonesia and Mongolia to be considered India, Singapore and Taiwan, according to • Various rules on antitrust investigations and Freshfields. abuse of intellectual property rights to be As competition authorities become more considered in China sophisticated and tackle more complex cases, 2019 enforcement powers have been increasing — and • Expected establishment of Asean so has the confidence of the agencies charged Competition Enforcers’ Network with tackling anti-competitive behaviours and • Philippine Competition Commission merger review, including thorny intellectual expected to complete its investigation into property issues in the digital economy, complex the cement industry theories of harm and even issues arising from 2020 foreign-to-foreign M&A. • New Asean Regional Guidelines for While there is some cause for concern given Competition Policy to be issued the rising protectionism seen around the world, • Study on recommended procedures for specialists say they have yet not seen competition joint investigations and decisions among authorities in Asia using their powers to favour Asean countries on cross-border cases to be domestic players over foreign counterparts — and, completed in fact, foreign investment rules are actually Source: Freshfields being relaxed in several countries, such as China and Vietnam. One thing is for sure — as the competition
Volume 15 Issue 3, 2017 27 ANTI-TRUST & COMPETITION Anti-monopoly enforcement in China’s healthcare industry
Companies involved in the manufacture and sale of active pharmaceutical ingredients are in the spotlight as Chinese authorities prepare an anti-monopoly windstorm.
By Michael Gu and Sihui Sun, AnJie Law Firm
he healthcare industry has gradually become one of the key focal points of the anti-monopoly law enforcement in China. As of the end of July 2017, the National Development and Reform Commission (NDRC) and the TState Administration for Industry and Commerce (SAIC) have concluded and published nine anti-monopoly penalty cases, targeting 16 healthcare enterprises with a total fine of about Rmb134 million since the implementation of the Anti-Monopoly Law in 2008. We foresee the two law enforcement authorities potentially launching a more forceful anti-monopoly windstorm in the healthcare industry in the future and possibly investigating and penalising in succession certain well- known pharmaceutical and medical device enterprises. Through the investigation and handling of a series of cases, the NDRC and SAIC have accumulated a significant amount of experience in the healthcare industry sector. Healthcare enterprises are likely to face a more serious anti-monopoly compliance challenge.
Overview Up to July 2017, the SAIC has concluded three cases with a total fine of Rmb828,900; and the NDRC has concluded six cases with a total fine of Rmb 133,000,000. Please see the table below for details. Michael Gu 28 www.inhousecommunity.com Anti-monopoly enforcement in China’s healthcare industry By Michael Gu and Sihui Sun, AnJie Law Firm
Illegal gains No. Authority Date Case Fine (Rmb) confiscated (Rmb)
Chongqing Qingyang Pharmaceutical 1. Oct 28 2015 Monopoly case (Abuse of dominant market — 439,308 position — refusal-to-deal)
Chongqing Southwest No.2 Pharmaceutical SAIC 2. Nov 24 2016 Factory Monopoly case (Abuse of dominant 482,884 17,240 market position – refusal-to-deal)
Wuhan Xinxing Jingying Medical Monopoly 3. Jan 11 2017 1,836,900 372,321 Case
Promethazine APIs Monopoly case (Abuse 4. Nov 15 2011 of dominant market position — unfairly 429,600 6,600,000 high prices)
Allopurinol Drug Cartel Case (Cartel — 5. Jan 15 2016 price fixing; market allocation; and bid- — 3,995,500 rigging)
Estazolam Drugs Cartel Case (Cartel — 6. Jul 22 2016 — 2,603,823 NDRC joint boycott; price-fixing)
7. Dec 5 2016 Medtronic RPM case — 118,520,000
8. Dec 29 2016 Smith & Nephew RPM case — 742,148
Zhejiang Second Pharma and Tianjin Handewei Pharmaceutical Monopoly case 9. Jul 28 2017 (Abuse of dominant market position — — 443,900 unfairly high prices and refusal-to-deal)
Significant features of concluded producers, pharmaceutical cases producers and distributors, medical The anti-monopoly cases that have been device producers, etc. investigated and handled in the healthcare industry manifest the Types of investigated anti- following defining features: monopoly behaviours (1) the enterprise entities that have The cases that have been investigated been subjected to penalties are and handled to date not only cover diverse, including private commonly seen anti- monopoly enterprises, Sino-foreign equity behaviours, but also include relatively joint ventures, wholly foreign- obscure or complex ones. As of the end owned enterprises and state-owned of July 2017, the SAIC had investigated enterprises; and handled a total of three cases in (2) the types of anti-monopoly acts vary the healthcare industry, all of which widely, with the law enforcement included abuse of dominant market authorities penalising not only the position in certain active ingredient abuse of dominant market position markets in China; and the NDRC and but also the violations of reaching provincial level pricing authorities had and implementing of horizontal or investigated and handled a total of six Sihui Sun vertical monopoly agreements; cases, including two cases of abuse of (3) the cases extend over a broad area, dominant market position, two covering both the upstream and horizontal monopoly agreement cases downstream of the industry chain, and two vertical monopoly agreement with the recipients of penalties cases. Please see the form below for including active ingredient details.
Volume 15 Issue 3, 2017 29 ANTI-TRUST & COMPETITION
5
4
3 SAIC
2 NDRC
1
0 Abuse of dominant Horizontal Vertical market position agreements agreements
It is worth noting that the cases of abuse of enterprises held secret meetings, reaching a dominant market position to refuse to deal tacit understanding on a collective increase in involving Chongqing Qingyang Pharmaceutical the price of Estazolam tablets. Although and Chongqing Southwest No. 2 Pharmaceutical Changzhou Siyao Pharmaceutical did not actively Factory investigated and handled by the SAIC participate in the conspiracy, it did not object were the first and second refusal to deal cases to the collusion and later followed the other two in China. Most recently, the NDRC concluded the companies’ lead. NDRC determined that it third refusal to deal case, Zhejiang Second engaged in a concerted practice. Article 6 of the Pharma and Tianjin Handewei Pharmaceutical Provision on Anti-price Monopoly formulated by Monopoly case. The above three cases constitute the NDRC and Article 3 of the Provisions for all refusal to deal cases that have been Administrative Authorities for Industry and investigated and penalised by competition law Commerce on Prohibiting the Conclusion of enforcement agencies in China since the Monopoly Agreements formulated by the SAIC set implementation of the Anti-Monopoly Law. forth specific provisions on the determination of Furthermore, the Estazolam drug cartel case concerted practice. Despite the fact that there investigated and handled by the NDRC was the are nuanced differences between the two first concerted practice case since the articles, both consider the following major implementation of the Anti-Monopoly Law. factors when analysing whether concerted practice has occurred: namely uniformity, the Concerted practice in horizontal exchange of information, reasonable monopoly agreements explanations, the market structure and market In the Estazolam drug cartel case, three changes. Please see the table below for details.
SAIC NDRC
Were the companies’ price adjustment activities Uniformity Did the companies commit acts uniformly? consistent?
Information Did the companies communicate their intentions Did the companies communicate their intentions? exchange or exchange information?
Reasonable Can the companies give a reasonable explanation — explanation for their concerted practice?
Other Market structure, competition, market changes Market structure and market changes factors and industry situation
30 www.inhousecommunity.com Anti-monopoly enforcement in China’s healthcare industry By Michael Gu and Sihui Sun, AnJie Law Firm
Continued law enforcement in RPM welfare and contributing to medical reform. According Vertical price monopoly has always been one of the to the NDRC, the submission of feedback will be priorities of the NDRC’s anti-monopoly law accepted until September 13, 2017. enforcement, particularly so in the healthcare industry. We envision that this trend will continue. It How to respond? is worth noting that in the Medtronic resale price The authors would recommend that healthcare maintenance case, the NDRC, in its penalty decision, enterprises closely watch development trends and not only clarified the illegality of the fixed resale features of anti-monopoly investigations in China. price of Medtronic (Shanghai) Management and its Enterprises can strengthen their anti-monopoly setting of a minimum resale price, but also touched compliance in the following ways: upon such acts taken by it as limiting the sales (1) promptly conducting a risk screening and, if territory of distributors, prohibiting distributors from necessary, engaging a professional lawyer to assist selling products of competing brands, etc. The NDRC in conducting an internal anti-monopoly audit; held that ―these restrictive measures were (2) providing anti-monopoly compliance training to implemented together with the vertical pricing senior officers and employees (particularly sales measures, further strengthening the anticompetitive departments) and arranging for senior officers effect of maintaining the resale prices and setting and employees to participate in drills for minimum resale prices. This case, while indicating responding to ‘dawn raid’ in anti-monopoly that the anti-monopoly law enforcement authorities investigations; plan to continue their strict enforcement in the (3) examining the company’s product pricing policy, vertical pricing monopolies, also sees them beginning discount or rebate system, sales policies, to pay attention to other non-pricing vertical distributor contracts, etc from the perspective of restrictive measures. Accordingly, it is necessary for the anti-monopoly law; relevant enterprises to act prudently with respect to (4) being vigilant for horizontal information vertical restrictive measures, regardless of whether exchanges, including concerted practice and they involve pricing. prudently handling sensitive information exchanges; APIs in the spotlight (5) assessing one’s own market share, and if the same The enterprises engaged in the manufacture and sale could constitute a dominant market position or of active pharmaceutical ingredients (APIs) are in the relatively strong advantageous position, spotlight of antitrust law enforcement. Among the conducting a check of the agreements executed nine cases concluded by the SAIC and NDRC, six cases with upstream and downstream enterprises and, are in relation to the APIs. Furthermore, all the conducting an anti-monopoly risk assessment concluded cases of abuse of dominant market position regarding irregular terminations of dealing, are concerned with APIs. The following reasons may refusals to deal, exclusive arrangements, other explain APIs enterprises’ position on the front line and restrictive measures or commercial terms their dominant position in the market: (1) very few suspected of being unreasonable; and enterprises actually compete in certain API markets; (6) if a suspected violation of the law is discovered, (2) API manufacturers provide the active ingredients seeking legal opinion as soon as possible and of drugs with a strong ability to control the market promptly formulating a rectification or response and the downstream pharmaceuticals have no choice plan. but to submit to and rely on the API manufacturers; and (3) China has a very strict certification system for supervision on the production of APIs and it is difficult to enter API markets. On August 14, 2017, the NDRC released its draft of Price Conduct Guidelines on Operators of Drugs prone to Shortages and APIs (Draft Guidelines) to solicit public feedback. The Draft Guidelines cover most monopolistic behaviours of APIs manufacturers, including monopolistic agreements and abuse of dominant market position. The Draft Guidelines are Michael Gu aimed at curbing illegal price increases and malicious [email protected] market controls, ensuring fair competition and price (86 10) 8567 5959 order in the relevant areas, protecting consumer
Volume 15 Issue 3, 2017 31 ANTI-TRUST & COMPETITION
Towards robust yet balanced competition in the Philippines
The Philippine Competition Commission is taking strides towards a competition law regime that is responsive to business while still promoting competition
By Francisco Lim and Eric Recalde, ACCRALAW
he state of Philippine competition M&As covered by the mandatory notification regulation has been slowly taking for merger control review under the law. These shape barely over two years after the circulars were meant to address uncertainties passage of the Philippine Competition in the M&As pending the issuance of the law’s ActT (RA 10667). Since the effectivity of the law implementing rules and regulations (IRR). Four in August 2015, the Philippine Competition months later, the PCC finally issued the IRR. Commission (PCC) has taken stride towards its Essentially, the IRR spelled out the notification full implementation. ACCRALaw for its part has thresholds and the procedure for the two- actively participated in developing a phase merger control review. To supplement competition law regime that is responsive to the IRR, the PCC issued Merger Review business and at the same time promoting Guidelines on substantive merger analysis, and competition, as envisaged in the law. a few clarificatory notes. Currently, it is Just like the competition regulation of deliberating on a Merger Procedure that will other jurisdictions, the Philippines regulates set in a more detailed fashion the rules for the and/or penalises whatever form of anti- two-phase merger control review, taking into competitive acts of persons and entities that account its experiences and issues encountered have effect on Philippine competition, be that for the past year. Through its interactions, in the form of agreements, abuse of dominant ACCRA has actively assisted PCC in crafting position or mergers and acquisitions (M&As). such procedure in a manner that will avoid Immediately following its formation in delay in the conclusion of M&A transactions February 2016, the PCC issued transitory and at the same time permit the PCC to circulars to provide guidelines on how to treat adequately review them.
32 www.inhousecommunity.com Towards robust yet balanced competition in the Philippines By Francisco Lim and Eric Recalde, ACCRALAW
The officals will likely guard the PCC’s prerogatives, specifically the robustness of its authority to interpret the law, conduct investigations and review M&As. On the other hand, as private practitioners, we endeavour to protect our clients based on our understanding of the law and if necessary to take an advocate’s position relative to a point of law as applied to a particular set of circumstances. Mutual respect and openness are essential in this case.
Francisco Lim
It will be noted the IRR did not provide Shortly after the issuance of the IRR, we details or guidelines on when an act may published a book entitled The Philippine constitute as anti-competitive agreement or Competition Act: Salient Points and Emerging abuse of dominant position. Based on prior Issues. We anticipated that the law, at its consultations, the PCC intimated it will not infancy stage, will give rise to several issues, provide those details or guidelines and will which we pointed out in our book and gladly rather evaluate the act considering the broad shared with PCC. The officals will likely guard parameters set in the law (and reiterated in the PCC’s prerogatives, specifically the the IRR) and, presumably, the interpretations robustness of its authority to interpret the law, of other jurisdictions. Nevertheless, the PCC conduct investigations and review M&As. On has recently issued its Rules of Procedure in the other hand, as private practitioners, we in the investigation and hearing of purported ACCRA endeavour to protect our clients based anti-competitive agreements and conduct of on our understanding of the law and if persons and entities, their remedies and necessary to take an advocate’s position sanctions that may be imposed on them. relative to a point of law as applied to a In light of the mandate of the law to assist particular set of circumstances. Mutual respect the National Economic Development Authority and openness are essential in this case. (NEDA) in preparing and formulating a national For example, in relation to the timing when competition policy, the PCC has started the merger notification should be made, the consultations with various sectors. Francis Lim, law does not specifically provide guidance. It a senior partner of ACCRA, has assisted the PCC only forbids parties to a notifiable transaction in this endeavour. In particular, we pointed out “from consummating their agreement until 30 the various provisions of the constitution, laws days after providing notification to the and various government regulations that serve Commission in the form and containing the as roadblocks to free competition and need to information specified in the regulations issued be revisited and, if necessary, modified or by the Commission”. In the IRR, the PCC recalled. One of these is the regulations of the requires the parties “to notify the Commission Philippine Contractors’ Accreditation Board before the execution of the definitive limiting the participation of foreign contractors agreements relating to the transaction”. It has in construction activities in the Philippines. later explained by way of a Clarificatory Note The PCC, noting that such regulations have no that definitive agreements may refer to “a explicit legal basis, has intervened in a pending share purchase agreement, asset purchase case before the Supreme Court and requested agreement, joint venture agreement or other for the declaration of invalidity of the said similar agreement”, and parties may notify on regulations. the basis of a binding preliminary agreement,
Volume 15 Issue 3, 2017 33 ANTI-TRUST & COMPETITION
such as “a memorandum of agreement, term business-friendly procedure in the discharge of sheet or letter of intent”. This naturally caused its mandate to review M&A transactions. some difficulty for some especially those who There are still a lot of things to be done. were involved in a global deal, wherein the The PCC has yet to issue (together with global definitive agreement was signed before relevant sector regulators) needful rules and filing with the prescribed notification for each regulations to promote competition, protect jurisdiction. While there were certain consumers and regulate activities of entities jurisdictions that recognised notification pre- falling under their respective jurisdiction. It execution of definitive agreement, parties in has not yet promulgated other criteria that those cases were only given the option to make may be applied to a sector or across some or such notification to avoid delay in the closing all sectors that will likewise trigger merger of the transaction. They were not mandated to notification, or has yet to stipulate an immediately make such notification. If they increased transaction value threshold. For wish, they can do so post-execution of the some, the existing notification threshold of P1 definitive agreement but before consummation billion is too low, in light of the increased of the underlying transaction. ACCRA pointed values of Philippine transactions. It has not this out in previous interaction with PCC and also fully demonstrated how it would protect formally presented by way of comment on the confidential business information gathered draft Merger Procedure, which as mentioned during its investigation. Its ability to protect was still under consideration by the PCC. We such information is a major concern for some understand that the PCC based on its exposure of the parties in an M&A transaction that draft would soon permit the parties to file makes them hesitant providing them in the notification within a certain period following course of investigation. We understand that the the execution of the definitive agreement. The PCC is in the process of providing a secured parties’ failure to notify within the prescribed record keeping system to allay this concern of period following execution of the definitive parties under investigation. agreement will merit sanctions but not the In relation to its mandate to investigate same sanction should they proceed and anti-competitive acts, the PCC is currently consummate the agreement without the PCC evaluating the actions of certain industry approval. It will be the latter scenario when players. Apparently, these entities failed to the heftier 1-5 percent penalty (based on the rectify their practices within the two-year value of the transaction) prescribed by law will transition period to align with the law. This apply. These demonstrate the openness of the ended in August this year. This is the reason PCC to suggestions and resolved to adopt a why the PCC recently issued its Rules of
There are still a lot of things to be done. The PCC has yet to issue (together with relevant sector regulators) needful rules and regulations to promote competition, protect consumers and regulate activities of entities falling under their respective jurisdiction.
Eric Recalde
34 www.inhousecommunity.com Towards robust yet balanced competition in the Philippines By Francisco Lim and Eric Recalde, ACCRALAW
It is still not settled whether the PCC can lower or is only permitted to increase the 50 percent threshold. The congressional deliberations are not very helpful on this issue. Active discussion on PCC’s authority to increase the threshold does not necessarily imply the absence of its authority to lower such threshold.
Procedure, as mentioned earlier, to provide presumption taking into account the factors guidance to parties under investigation of their mentioned in the law. A related issue is rights and remedies. The same rules likewise whether the list of acts deemed to be in abuse spell out the specific administrative fines. of dominant position cited in the law is Specifically, the basic fine for an anti- exclusive or merely illustrative. A plain reading competitive act is up to 30 percent of the of the law suggests it is. However, the IRR relevant turnover, unless the entity does not shows the list is only illustrative, and does not compete in the relevant market in which case rule out other actions that may be considered the rate is reduced to 20 percent. This basic in conflict with law. Congressional deliberations fine may be adjusted to arrive at the final appear to support the position taken in the fine, depending on the existence of aggravating IRR. or mitigating factors cited in the rules. The In such a short period of time, the PCC has final fine will be tripled if the violation done a lot. At the rate it is going, it is involves the trade or movement of basic apparent the PCC will soon take the above necessities and prime commodities. In the measures in order to fully implement the law. interest of fairness and equity, the rules It is the job of the regulated persons and explicitly recognise the authority to depart entities to do their share by adjusting their from the above-described methodology of actions to align with the law. They should setting the fine. likewise bring to the attention of PCC, with It is also likely that the PCC will soon assistance of advisers like ACCRA, the actions revisit the 50 percent market share threshold and interpretations of PCC that they consider giving rise to a presumption of market to be excessive or too cumbersome to business. dominance in evaluating conduct of entities under investigation. In such a case, the PCC is mandated to “consider the structure of the relevant market, degree of integration, access to end-users, technology and financial resources, and other factors affecting the control of a market”. However, it is still not settled whether the PCC can lower or is only permitted to increase the 50 percent threshold. The congressional deliberations are not very helpful on this issue. Active discussion on PCC’s authority to increase the threshold does not necessarily imply the absence of its authority to lower such threshold. This is crucial since a lower threshold raises the presumption of market dominance, and opens itself to investigation whether its actions may [email protected] be regarded as abuse of such dominance as [email protected] mentioned in the law. This imposes a burden www.accralaw.com on the concerned entity to dispute such
Volume 15 Issue 3, 2017 35 DRAFT ASIAN-MENA COUNSEL Q&A The thing about … Jeanette Ch an
36 www.www.inhousecommunity.com DRAFT
The thing about … Jeanette Chan
Recently, Asian-mena Counsel’s Patrick Dransfield photographed Jeanette Chan, managing partner of the China practice and head of the Asia communications and technology practice at Paul, Weiss, and asked her a series of questions on behalf of the In-House Community.
Jeanette ASIAN-MENA COUNSEL: Jeanette, as part of practical legal solutions to our clients. Quality your legal training, you were an associate is paramount, and we believe that mentored by Jerry Cohen — how have you seen differentiates us from other firms; that the China legal market evolve over your career? commitment has also helped create business How does the in-house counsel community in opportunities for our firm in this region for over China during the early 90s compare to the 30 years. We remain very focused on our areas Chinese in-house community today? of expertise, and we also strive to further Jeanette Chan: When Paul, Weiss first opened enhance our skills and our knowledge. In in Asia in the 1980s, there were less than a addition, we are passionate about our work, Ch an handful of international law firms in the region, and we like to think this comes across in our and only a couple that focused on the China interactions with clients and peers. market. Tribute should definitely be paid to Paul, Weiss’s largest office is in New York, but Jerry Cohen, a senior counsel, who helped to our overseas offices extend the firm’s establish the firm’s China practice at that time; capabilities. In China, we are strategically he had an amazing vision and saw China as a focused on niche practices in the areas of M&A, huge market with great potential for growth. private equity and technology, media and The landscape of the legal market has changed telecommunications, where we have been considerably over the last three decades, with consistently ranked in the top tier by numerous an influx of international law firms as well as publications. Last year, we added two top-tier the rapid development of local law firms. lateral hires in Hong Kong and China, Betty Yap Today, Asia has the largest concentration of and Judie Ng Shortell, who are renowned for international law firms, many of which have M&A and private equity transactions, China practices that focuses purely on China- respectively. This approach aligns with our related work. Similarly, the in-house community global strategy to carefully grow our corporate in China has adapted to the changing times and M&A practice. where many of the in-house lawyers receive their education overseas and are qualified to AMC: I note that you spent some time as practice law in Hong Kong, the US and/or the In-House at Cable & Wireless: has that UK. Their education, background, language experience enabled you to engage with skills and experience is highly sought after in in-house clients more effectively? China. Chan: It certainly was a great experience and gave me another perspective on how to work AMC: What do you wish an in-house counsel with in-house lawyers more efficiently. Having to have ‘front of mind’ when she thinks about been on ‘the other side’ allows me to manage Paul, Weiss? Has the firm retained a the expectations of in-house lawyers much consistent strategy for Asia in general and more effectively, and you also learn where and China in particular over the time you have how outside counsel can add the most value. been with the firm? There is a level of empathy involved because Chan: I am confident that when in-house you learn to understand the pressures and counsel think of Paul, Weiss, they think of limitations that in-house lawyers face — quality, practicality and passion. We have whether it be from their senior management or consistently delivered excellent service and their law firms.
Volume 15 Issue 3, 2017 37 DRAFT ASIAN-MENAASIAN-MENA COCOUNSELUNSEL QQ&A&A
AMC: Clients, and the availability of technology, the PRC. This joint venture, which required are challenging leading law firms to be on top careful structuring of ownership of IP rights and of technological advances to best provide implementation of localisation in order to address value. How does Paul, Weiss effectively use the needs of the PRC governments and SoE technologically-advanced solutions in its customers and at the same time protecting services to clients? Microsoft’s IP rights. Chan: Paul, Weiss is a leader when it comes to technology. We give our lawyers the option to AMC: What qualities do you think make a good bring their own devices and our IT department Paul, Weiss lawyer and how does the firm provides all technical support necessary so that attempt to mould such a person? What do you our lawyers’ ability to provide prompt and find most refreshing and also lacking in the efficient legal support is not limited by new generation of lawyers? technology. In addition to providing Chan: Paul, Weiss lawyers consistently provide technologically advanced solutions, Paul, Weiss is top-quality legal advice and excellent service. also at the forefront of technology-related The firm’s solution-driven approach has really transactions. Our ability to deliver sound counsel worked in our favour, as our lawyers are taught to our clients is reflected in the range of projects to think outside of the box and we look at we handle, from traditional regulatory and matters from different angles. Quality lawyering transactional work in telecommunications and involves more than just drafting a perfect media to representations involving advanced document; it requires understanding the needs of technologies, convergence and the Internet. In the client, the unique considerations that relate China, we have provided innovative solutions in to practicing law in this region and good the telecommunications, IT and media markets judgment. Training is critical to the success of a since 1994, when China first opened to foreign Paul, Weiss lawyer — with training, supervision companies. and good exposure to complex transactions, Paul, For example, we advised Microsoft in its JV with Weiss lawyers gain valuable experience. China Electronic Technology Corporation (CETC) Experience is the key to be able to exercise good to license, deploy, manage and optimise Windows judgment. We regularly review performance of 10 for China’s government agencies and certain and give support to our lawyers wherever and SOEs in critical infrastructure sectors and to whenever it is needed. I thoroughly enjoy provide continuing support and services for these working with associates of all levels in our China customers. This work was innovative, as it was practice because they all contribute unique tailor-made for Microsoft in China and unique to talents and perspectives.
38 www.inhousecommunity.com DRAFT
The thing about … Jeanette Chan
Quality lawyering involves more than just drafting a perfect document; it requires understanding the needs of the client, the unique considerations that relate to practicing law in this region and good judgment.
AMC: What is your hinterland (ie, what are your Jeanette Chan is one of Asia’s elite law firm leaders; having interests outside of Paul, Weiss)? How do you control helped shape the landscape of the industry for over three your time so that you can pursue them? decades. As the firm’s first Managing Partner of the China Chan: I really enjoy my work. Every day is different and Practice, Jeanette has been able to balance her legal every day brings a new challenge. I love the many facets prowess, service to clients, business development, and day- of my role where I get to meet new (and existing) clients to-day management of Paul, Weiss’ China practice, which regularly; developing and nurturing those relationships is has led to the team’s continued success. In addition to her extremely satisfying. I very much enjoy drafting and vast legal advice, Jeanette leads the China Practice and the attending negotiations. I am very hands on and play an day-to-day running of the Beijing and Hong Kong offices. active role in the transactions that I oversee. Having said Jeanette’s practice focuses on cross-border mergers and that, I make sure to set aside some personal time for acquisitions and private equity investments, with a myself, and one of the things I make time for every day particular emphasis on joint ventures and in the is exercising. I love going to the gym and I do Muay Thai telecommunications, IT and media markets in the Asia boxing. Everyone in the office knows that I love to run, Pacific region. She has been an active participant in those box and stay active. markets in the Greater China region since 1994, when As the first female Asian partner at Paul, Weiss, I am mainland China and Taiwan first opened their telecoms also very passionate about advancing the gender industries to foreign investors. The other industries discussion. I fully support causes and events led by Jeanette has been actively involved in include insurance, organisations like The Women’s Foundation, 100 Women education, pharmaceuticals, health care, and automobile. in Finance, 30 percent Club and Women in Law Hong She also spent almost two years as the Senior International Kong. I love reading about the profiles of successful Legal Adviser of Cable & Wireless, assisting with their women and their journeys inspire me. operations and business development teams in the Asia I am proud that Paul, Weiss invests in initiatives that Pacific region. promote the advancement of women and women’s Jeanette is admitted to practice law in New York, Canada issues. We make sure these are among our top priorities, and Hong Kong and is a non-practicing solicitor of England and we are one of the few law firms to appoint a and Wales. She completed her BA from the University of Women’s Initiative Director. Further, our chairman Brad Toronto, LLB from the University of British Columbia and Karp was recently named “Man of Distinction” by Legal LLM from Harvard Law School. Jeanette is frequently Momentum, a US non-profit organisation advocating for recognised by various legal publications such as Chambers, the legal rights of women and girls. Brad is the second as one of the world’s leading PRC law practitioners: man and the first law firm partner to receive this particularly in the communications, media and recognition, which reflects his extraordinary dedication technology industries. and commitment to gender equality.
Volume 15 Issue 3, 2017 39 ASIAN-MENA COUNSEL DIRECT
Your ‘at a glance’ guide to some of the region’s top service providers. Indicates an Asian-mena Counsel Firm of the Year. 2014 2015 2016 MR An Asian-mena Counsel Most Responsive Firm of the Year. MR An Asian-mena Counsel Honourable Mention Most Responsive Firm of the Year. One of this firm’s five largest practice areas in this jurisdiction. Indicates a full service firm in this jurisdiction. Practice Area key: INV Alt’ Investment Funds (inc. PE) E Employment INS Insurance RE Real Estate / Construction COM Antitrust / Competition ENR Energy & Natural Resources LS Life Sciences REG Regulatory / Compliance AV Aviation ENV Environment LDR Litigation & Dispute Resolution RES Restructuring & Insolvency BF Banking & Finance IA International Arbitration MS Maritime & Shipping TX Taxation CM Capital Markets IP Intellectual Property PF Projects & Project Finance TMT Telecoms, Media & Technology CMA Corporate & M&A IF Islamic Finance (inc. Infrastructure)
— Law Firms — CHINA INDIA ASIA AWA IP (Beijing) Co., Ltd. Anand and Anand 2014 2015 2016 Tel: 86 10 8573 1125 Tel: (91) 120-4059300 Email: [email protected] Email: [email protected] CAMBODIA/LAOS/MYANMAR Contact: Ai-Leen Lim Contact: Pravin Anand (Managing Partner) CAMBODIA: Website: www.awapatent.com Website: www.anandandanand.com Bun & Associates IP TMT IP LDR Tel: (855) 23 999 567 —————— —————— Email: [email protected] Contact: Bun Youdy Broad & Bright Clasis Law Website: www.bun-associates.com Tel: 8610 8513 1818 Tel: +91 11 4213 0000 / +91 22 4910 0000 BF CMA INS RE TX Email: [email protected] Email(s): [email protected] —————— Contacts: Mr Jun Ji ([email protected]) Contact(s): Vineet Aneja / Mustafa Motiwala SCL SP&P Company Limited (Cambodia) Website: www.broadbright.com Website: www.clasislaw.com COM CMA LDR TMT ENR (SCL Law Group) CMA E IP LDR REG Tel: (856) 21 222 732-3 —————— Email: [email protected] Contact: Varavudh Meesaiyati East & Concord Partners Website: www.siamcitylaw.com Tel: (86) 10 6590 6639 INDONESIA BF CMA E IP TX Email: [email protected] Ali Budiardjo, Nugroho, 2013 2014 2015 —————— Contact: Mr. Qi Zhou Reksodiputro Tel: (62) 21 250 5125/5136 LAOS: Website: www.east-concord.com BF CM CMA IP LDR Email: [email protected] SCL Law Offices Limited (Lao PDR) [email protected] (SCL Law Group) —————— Contacts: Emir Nurmansyah Tel: (856) 21 222 732-3 HHP Attorneys-At-Law Nafis Adwani Email: [email protected] Agus Ahadi Deradjat Tel: (86) 21 5047 3330 Contact: Nilobon Tangprasit Email: [email protected] Email: [email protected] Website: www.siamcitylaw.com [email protected] Contacts: Mr. Yao RAO BF CMA E PF RES [email protected] Website: http://www.hhp.com.cn —————— Website: www.abnrlaw.com BF CMA E LDR RE MYANMAR: MR BF CM CMA ENR PF Myanmar Legal Services Limited —————— —————— Tel: 951-657792; 951-650740 Llinks Law Offices Email: [email protected] Tel: 8621-31358666 Assegaf Hamzah & Partners Contacts: Daw Khin Cho Kyi ([email protected]) Email: [email protected] 2014 2015 2016 Guillaume E. Stafford ([email protected]) Website: www.llinkslaw.com Jakarta Office: Website: www.myanmarlegalservices.com BF CM CMA INV LDR Tel: (62) 21 25557800 CMA E ENR PF RE Email: [email protected] —————— Contacts: Fikri Assegaf ([email protected]) Siam City Law (Myanmar) Company Bono Adji ([email protected]) Limited HONG KONG Eri Hertiawan ([email protected]) (SCL Law Group) AWA Asia Limited Eko Basyuni ([email protected]) Tel: (951) 653348-49 Tel: (852) 3959 8880 Surabaya Office: Email: [email protected] Email: [email protected] Tel: (62) 31 5116 4550 Contact: Vira Kammee Contact: Ai-Leen Lim Contact: Yogi Marsono ([email protected]) Website: www.siamcitylaw.com Website: www.awapatent.com Website: www.ahp.co.id MR BF CM CMA LDR PF CM CMA E IP PF IP TMT
40 www.inhousecommunity.com Lubis Ganie Surowidjojo PHILIPPINES SOUTH KOREA 2014 2015 2016 ACCRALAW (Angara Abello Concepcion Bae, Kim & Lee LLC Tel: (62) 21 831 5005, 831 5025 Regala and Cruz Law Offices) 2015 2014 2015 2016 Email: [email protected] 2016 Tel: (82 2) 3404 0000 Contacts: Timbul Thomas Lubis, Dr. M. Idwan Tel: (632) 830 8000 Email: [email protected] (‘Kiki’) Ganie, Arief Tarunakarya Surowidjojo, Abdul Email: [email protected] Contact: Kyong Sun Jung Haris M Rum, Harjon Sinaga, Rofik Sungkar, Dini Contacts: Emerico O. De Guzman Website: www.bkl.co.kr Retnoningsih, Mochamad Fajar Syamsualdi and Regina Padilla Geraldez MR CM CMA IA LDR RE Ahmad Jamal Assegaf. Neptali B. Salvanera —————— Website: http://www.lgslaw.co.id Website: www.accralaw.com Cho & Partners 2012 MR LDR PF CMA COM INS MR CMA E IP LDR TX Tel: (82-2) 6207-6800 Email: [email protected] —————— —————— Contact: Tae-Yeon Cho, Ik Hyun Seo Website: www.cholaw.com Makarim & Taira S. 2014 2015 Morales Justiniano Peña & Lumagui IP LDR Tel: (62) 21 252 1272, 520 0001 Tel: (632) 834 2551; (632) 832 7198; Email: [email protected] (632) 833 8534 —————— Contact: Rahayu Ningsih Hoed Email: [email protected] Website: www.makarim.com Contact: Mr. Rafael Morales - Managing Partner Jipyong 2012 2016 BF CMA E LDR PF Website: www.primuslex.com Tel: (82-2) 6200 1600 BF CM CMA IP LDR Email: [email protected] —————— Contact: Haeng-Gyu Lee (Partner) —————— Website: www.jipyong.com Mochtar Karuwin Komar COM BF CMA RE LDR 2010 2011 2015 SyCip Salazar Hernandez & Tel: (62) 21 5711130 Gatmaitan 2011 2015 2016 —————— Email: [email protected] / [email protected] Tel: (632) 9823500; 9823600; 9823700 Contact: Emir Kusumaatmadja Email: [email protected] Kim & Chang 2014 2015 2016 Website: www.mkklaw.net Contact: Hector M. de Leon, Jr. - Managing Partner Tel: (82-2) 3703-1114 AV CMA ENR LDR PF Website: www.syciplaw.com Email: [email protected] MR BF CMA E ENR PF Website: www.kimchang.com —————— MR BF COM CMA IP LDR —————— SSEK Legal Consultants —————— 2014 2015 2016 Villaraza & Angangco Tel: (62) 21 521 2038, 2953 2000 Tel: (632) 9886088 Lee International IP & Law Group Email: [email protected] Email: [email protected] 2012 2014 2015 Contact: Rusmaini Lenggogeni (Managing Partner) Contacts: Franchette M. Acosta Tel: (82 2) 2262 6000 Website: www.ssek.com Website: www.thefirmva.com Email: [email protected]. Blog: Indonesian Insights CMA IP LDR REG RES Website: www.leeinternational.com (http://blog.ssek.com/) CMA IA IP LDR RE Twitter: @ssek_lawfirm BF CMA ENR MS RE —————— SINGAPORE Advocatus Law LLP Shin & Kim 2014 2015 2016 Tel: (65) 6603 9200 Tel: (82 2) 316 4114 MALAYSIA Email: [email protected] Email: [email protected] Azmi & Associates Contact: Christopher Anand Daniel, Managing Part- Contact: Sinseob Kang – Managing Partner Tel: (603) 2118 5000 ner Website: www.shinkim.com Email: [email protected] Email: [email protected] COM BF CMA LDR RE Contact: Dato’ Azmi Mohd Ali (Senior Partner) Website: www.advocatus.sg Website: www.azmilaw.com CMA E IA LDR RES —————— BF CM CMA ENR PF —————— —————— Yoon & Yang LLC 2014 2015 2016 Eversheds Harry Elias LLP Tel: (82 2) 6003 7000 Raja, Darryl & Loh 2014 2015 2016 Tel: (65) 6535 0550 Email: [email protected] Tel: (603) 2694 9999 Email: [email protected] Contacts: Seung Soon Lim; Seung Soon Choi; Email: [email protected] Contact: Philip Fong, Managing Partner, Jinsu Jeong Contact: Dato’ M. Rajasekaran Email: [email protected] Website: www.yoonyang.com Website: http://www.rajadarrylloh.com Website: www.eversheds-harryelias.com MR COM E IP LDR TX MR CMA IP LDR RE TX CMA IA LDR RE RES —————— —————— —————— Trowers & Hamlins LLP 2015 2016 Providence Law Asia LLC Yulchon LLC 2014 2015 2016 Tel: (601) 2615 0186 Tel: (65) 6438 1969 Tel: (82 2) 528 5200 Email: [email protected] Email: [email protected] Email: [email protected] Contact: Nick White, Partner Contact: Abraham Vergis, Managing Director Website: www.yulchon.com Website: www.trowers.com Website: www.providencelawasia.com/ MR COM CMA IP LDR TX BF CMA ENR IF PF CMA IA LDR RE RES
Volume 15 Issue 3, 2017 41 ASIAN-MENA COUNSEL DIRECT
TAIWAN Russin & Vecchi 2015 2016 Horizons & Co Deep & Far Attorneys-at-Law HCM City: Tel: (971) 4 354 4444 Tel: (8862) 25856688 Tel: (84-28) 3824-3026 Email: [email protected] Email: [email protected] Email: [email protected] Contact: Adv. Ali Al Zarooni Contact: Mr. C. F. Tsai Contacts: Sesto E Vecchi – Managing Partner Website: www.horizlaw.ae Website: www.deepnfar.com.tw Nguyen Huu Minh Nhut – Partner CMA E LDR PF RE COM CM E IP LDR Nguyen Huu Hoai – Partner Hanoi: ————— Tel: (84-24) 3825-1700 Email: [email protected] Trowers & Hamlins LLP 2015 2016 THAILAND Contact: Mai Minh Hang - Partner Dubai office: Chandler MHM Limited Website: www.russinvecchi.com.vn Tel: (971) 4 351 9201 2014 2015 2016 MR Email: [email protected] CMA E IP INS TMT Tel: (66) 2266 6485 Contact: Jehan Selim, Office Manager Email: [email protected] —————— Abu Dhabi office: [email protected] Tel: (971) 2 410 7600 Contacts: Jessada Sawatdipong VILAF Email: [email protected] Satoshi Kawai Tel: (84) 28 3827 7300; (84) 24 39348530 Contact: Jehan Selim, Office Manager Website: www.chandlermhm.com Email: [email protected]; Website: www.trowers.com MR MR BF CMA ENR PF REG [email protected]; [email protected] BF CMA LDR PF RES Contacts: Vo Ha Duyen; Nguyen Truc Hien; —————— Dang Duong Anh Website: www.vilaf.com Siam City Law Offices Limited BF CM ENR LDR RE — Law Firms — (SCL Law Group) 2016 Tel: (66) 2 676 6667-8 NORTH AMERICA Email: [email protected] Contact: Chavalit Uttasart — Law Firms — Website: www.siamcitylaw.com MIDDLE EAST CANADA BF CMA E RE TX Fasken Martineau Tel: (416) 366-8381 —————— BAHRAIN Email: [email protected] Trowers & Hamlins Contact: Mark Stinson, Primary Contact Weerawong, Chinnavat & Partners Ltd. Tel: (973) 1 751 5600 Website: www.fasken.com Tel: (66) 2 264 8000 Email: [email protected] BF CMA ENR LDR TMT Email: [email protected] Contact: Louise Edwards, Office Manager [email protected] Website: www.trowers.com Contacts: Chinnavat Chinsangaram (Senior Partner) BF CMA IF LDR RE Veeranuch Thammavaranucupt — Law Firms — (Senior Partner) ————— AFRICA Website: www.weerawongcp.com OMAN BF CM CMA LDR RES Trowers & Hamlins Tel: (968) 2 468 2900 JOHANNESBURG Email: [email protected] Fasken Martineau VIETNAM Contact: Louise Edwards, Office Manager Tel: (27) 11 586 6000 Website: www.trowers.com Indochine Counsel 2015 Email: [email protected] BF CMA LDR PF RE Ho Chi Minh Office: Contact: Blaize Vance, Regional Managing Partner Tel: (848) 3823 9640 ————— Website: www.fasken.com Email: [email protected] CMA E ENR LDR PF Contact: Mr Dang The Duc UAE Website: www.indochinecounsel.com Afridi & Angell 2016 Hanoi Office: Tel: (971) 4 330 3900 Tel: (844) 3795 5261 Email: [email protected] Email: [email protected] Contact: Bashir Ahmed, Managing Partner CMA CM PF Website: www.afridi-angell.com BF CMA LDR RE REG
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Email our Head of Research, Yvette Tan at [email protected] ? with ‘Asian-mena Counsel Enquiry” in the subject line. 42 www.inhousecommunity.com Arbitration — Recruitment — — Other Services — — — Services ALS International APPAREL Beijing Arbitration Commission / Tel: Hong Kong – (852) 2920 9100 Zen Tailor Beijing International Arbitration Center Singapore – (65) 6557 4163 Shop No.B,2/F., Entertainment Building, (Concurrently use) Beijing – (86) 10 6567 8729 30 Queen’s Road Central. Hong Kong Tel: (86) 10 65669856 Shanghai – (86) 10 6372 1098 Tel: (852) 2868 2948 Email: [email protected] Email: [email protected] * Show your copy of Asian-mena Counsel (or this page) Contact: Mr. Jie Xu (許捷) Website: alsrecruit.com to receive a 10% discount at Zen Tailor! Website: www.bjac.org.cn —————— •••••••••••• —————— Hughes-Castell Tel: Hong Kong (852) 2520 1168 MEDITATION Hong Kong International Tel: Singapore (65) 6220 2722 Kadampa Meditation Centre Hong Kong Arbitration Centre Tel: Beijing (86) 10 6581 1781 KMC HK is a registered non-profit organisation. We Tel: (852) 2525 2381 Tel: Shanghai (86) 21 2206 1200 offer systematic meditation and study programmes Email: [email protected] Email: [email protected] Website: www.hkiac.org through drop-in classes, day courses, lunchtime Website: www.hughes-castell.com meditations, weekend retreats and other classes. Tel: (852) 2507 2237 —————— Email: [email protected] JLegal Website: http://www.meditation.hk Tel: (65) 6818 9701 Risk, Investigation Email: [email protected] •••••••••••• Website: www.jlegal.com – and Litigation – MANDARIN —————— Hong Kong Mandarin School Support Legal Labs Recruitment Hong Kong Mandarin School– for business Putoghua. Tel: Singapore (65) 6236 0166 Tel: (852) 2287 5072 IMF Bentham Tel: Hong Kong (852) 2526 2981 Fax: (852) 2287 5237 Tel: (65) 6622 5397/ (65) 6622 5396 Email: [email protected] Email: [email protected] Contact: Tom Glasgow, Investment Manager (Asia) Website: www.legallabs.com Website: www.mandarinlearning.hk Email: [email protected] Website: www.imf.sg —————— •••••••••••• Lewis Sanders —————— Tel: (852) 2537 7410 SPORT & LEISURE Email: [email protected] Splash Diving (HK) Limited Kroll Website: www.lewissanders.com Tel: (852) 2884 7788 Learn to Dive and Fun Dive with the Winner of Contacts: Tad Kageyama: [email protected] the PADI Outstanding Dive Centre/Resort Business —————— Colum Bancroft: [email protected] Award! Website: www.krolladvisory.com Pure Search International Tel: (852) 9047 9603 / (852) 2792 4495 Tel: Hong Kong (852) 2499 1611 Email: [email protected] Email: Hong Kong [email protected] Website: http://www.splashhk.com/ Tel: Singapore (65) 6407 1200 Email: Singapore [email protected] Website: www.puresearch.com
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Volume 15 Issue 3, 2017 43
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