Also: India / Philippines / Taiwan / Thailand / Vietnam

UNVEILED: THE FINALISTS FOR THE ALB 2013 JAPAN LAW AWARDS

MAY 2013 NORTH ASIA EDITION

ALSO: INDIA / PHILIPPINES / TAIWAN / THAILAND / VIETNAM

SCEPTIC TEST JAPAN REPORT MULTIPLE CHOICES INSIDE Is Abenomics delivering Future growth lies Offshore financial the desired boost for overseas, and SE Asia is centres look to stand out n Deals SPOTLIGHT 04 Japan? the target from the pack n GC INTERVIEW 06 n LEAGUE TABLES 07 PAGE 03 PAGE 22 PAGE 34 n APPOINTMENTS 08

WWW.LEGALBUSINESSONLINE.COM : @ALB_Magazine : Connect with Asian Legal Business CONTENTS 1

03 “THE NUMBER OF M&A CASES FROM JAPAN TO VIETNAM AND THE REGION IS STILL INCREASING, EVEN THOUGH THE LOCAL ECONOMY IS NOT NECESSARILY VERY GOOD IN VIETNAM.” HIKARU OGUCHI, Nishimura & Asahi 22

REUTERS/Toru Hanai

COVER STORY

Intellectual Property Rankings 2013 10 King & Wood Mallesons, Allen & Gledhill, Anand and Anand and Baker & McKenzie are just a few of the big names to make the top tiers of ALB’s definitive rankings of intellectual property law firms in 2013. The rankings spotlight the best law firms in the region in both patent and trademark/copyright work.

FEATURES NEWS JAPAN COUNTRY REPORT: 22 Offshore choices 34 ASEAN promises As offshore financial centres compete BRIEFS Japan’s outbound M&A deals have picked with each other for new business, they — The Big Story 03 up immensely in recent years. But a are promoting the specialties they have — Deals Spotlight 04 depreciating yen, hastened by the BOJ’s developed over time. And while they tend — Financial Graphics 05 unprecedented stimulus, threatens to to offer a generally similar corporate slow overseas investment. Nonetheless, environment, there are important — Reactions 05 Japanese companies believe that the characteristics that set them apart for — GC Interview 06 future for growth lies overseas - Southeast prospective clients, finds Raghavendra Asia is a lucrative target, reports Kanishk Verma LEAGUE TABLES 07 Verghese Japan Law Awards: The finalists 46 APPOINTMENTS 08 JAPAN COUNTRY REPORT: 28 unveiled Aircraft finance takes off Now in its 9th successful year, the ALB Japan’s big banks are fast expanding into Japan Law Awards 2013 recognise the SPONSORED global aircraft financing and leasing, find excellence and outstanding achievements Regional Update Taiga Uranaka of Reuters and Kanishk of Japan’s leading law firms and in-house — Singapore 09 Verghese of ALB legal teams. Loo & Partners ASIAN LEGAL BUSINESS 2 EDITORIAL MAY 2013

MANAGING DIRECTOR Andrew Smart [email protected] EDITOR A TIME FOR IP Ranajit Dam [email protected] he dynamics of intellectual property in Asia are fast changing. JOURNALISTS As Asia Inc forges ahead, IP is playing a larger role in the business Kanishk Verghese sector, as corporations and individuals are becoming more alert to [email protected] the subject. Zhen Liu TCompanies, especially those in North Asia, continue to look overseas to [email protected] expand their operations, and are starting to exercise their IP rights more COPY EDITORS aggressively. Many have found themselves entangled in litigation on all Vasundhara Chatterjee fronts, including patents, trademarks and copyright disputes. One of the most highly publicised ongoing patent battles is between tech giants Apple CONTRIBUTORS Raghavendra Verma and Samsung. The battle rages on. Ed Lane Patent disputes in the pharmaceutical industry have also come to the fore. In early April, India’s Supreme Court dismissed Swiss drug maker Novartis’ HEAD OF SALES attempt to win patent protection for its cancer drug Glivec, a blow to Western Regina Keung [email protected] pharmaceutical firms targeting India to drive sales and a victory for local makers of cheap generics. Elsewhere, South Korea’s free trade agreement ACCOUNT MANAGERS with the U.S. took effect in March 2012, which Korean lawyers say is inviting Jessie Cheung (Senior Sales Director, North Asia) a rising number of patent disputes between pharmaceutical leaders. Not [email protected] Yvonne Cheung (Account Director, China) surprisingly, the industry is watching with bated breath. [email protected] Keeping this in mind, the ALB 2013 Intellectual Property Rankings comes Mohammed Ali (Account Manager, SE Asia) at a particularly important time. The rankings showcase the best law firms [email protected] in Asia’s major jurisdictions in both patent and trademark/copyright work. DIRECTOR, EVENTS Congratulations to those who’ve made the list! Lucinda Maguire [email protected]

DESIGNER John Agra

TRAFFIC MANAGER Rozidah Jambari

RANAJIT DAM Editor Asian Legal Business Thomson Reuters [email protected]

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the big story The sceptic test IS ‘ABENOMICS’ WORKING? By TOMASZ JANOWSKI, Reuters

A woman walks past an electronic board displaying a photo of Japan’s Prime Minister Shinzo Abe, a part of news of Abenomics, in Tokyo April 16, 2013. REUTERS/Toru Hanai

ebating the merits of “Abenom- effect of surging share prices. regional power monopolies and boost com- ics” is much like talking about a Business executives and investors are petition. new miracle diet or a life-saving likely to look how far the government will A medium-term fiscal plan also due in drug: there are many sceptics, but stray from a well-trodden path of lavishing June will allow bond investors to judge how Dvery few who wouldn’t want to see it work. subsidies on “growth sectors” picked by bu- convincing Abe’s plans to rein in ballooning A stronger Japanese economy would help reaucrats, and seek to remove general barri- debt will be, and whether he will proceed global growth and make domestic problems ers to investment and growth. with a plan to double sales tax to 10 percent, such as ageing and runaway debt more man- They will also gauge Abe’s appetite for starting from April 2014. ageable, so it is no wonder many people give controversial steps, such as liberalising Equally important to a verdict on the qual- Prime Minister Shinzo Abe and his economic healthcare services or making it easier for ity of proposed reforms will be gauging how plans the benefit of the doubt. companies to fire workers. the economy is responding to the already de- So far, Abe’s heady cocktail of massive “The real uphill battle for the Abe admin- ployed monetary and budget stimulus. money printing, public spending and prom- istration starts now,” Yasuchika Hasegawa, Abenomics is, in principle, a huge bet that ised pro-growth reforms has sent Tokyo CEO of Takeda Pharma drugmaker and a change in the expectations of investors, stocks to five-year highs and kept his sup- chairman of Japan Association of Corpora- businesses and consumers - now already port at 70 percent - unheard of for a leader tive Executives, recently told foreign journal- reflected in sentiment surveys and financial already more than three months in power. ists. markets - will feed into the real economy. But ultimately, even well-wishing observ- Capital spending is one data to watch, ers will want to be assured Abenomics is de- SOME PROMISING SIGNS given that cash-rich Japanese companies livering the desired rise in economic activity: Last month, Abe declared Japan’s willing- still have spare capacity and so do not have better jobs, wages, and sustained growth Ja- ness to join the U.S.-led Trans-Pacific Part- a compelling reason yet to invest or borrow pan has not seen for two decades. nership trade talks - seen not only as a way more. The first major test comes in June when of boosting exports, but also as a catalyst for In fact, while the latest BOJ Tankan survey the government will present its plans for re- market liberalisation at home. published this month showed an improve- forms needed to sustain the impact of the Earlier this month, the cabinet also ap- ment in corporate mood, major firms said initial stimulus brought about by money proved a plan to separate electricity genera- they planned to cut capital expenditure this printing, a weakened yen, and a feel-good tion from distribution, a first step to break up business year. ASIAN LEGAL BUSINESS 4 briefs MAY 2013

DEALS: YOUR MONTH AT A GLANCE

VALUE DEAL DEAL NAME FIRM JURISDICTION (US$ MLN) TYPE

$7.8 BILLION Simpson Thacher & Japan 7,800 Equity EQUITY Bartlett JAPAN TOBACCO’S $7.8 BLN SHARE OFFERING Sullivan & Cromwell Japan 7,800 Equity Japan Tobacco’s $7.8 • Japan’s Ministry of Finance, which bln share offering owns just over 50 percent of Japan Mori Hamada & Japan 7,800 Equity Tobacco, is selling 333 million Matsumoto shares to cut its stake in the tobacco company to one-third. Nagashima Ohno & Japan 7,800 Equity • The proceeds will be used to Tsunematsu fund the reconstruction of areas devastated by the 2011 earthquake and tsunami. DLA Piper Hong Kong/China 515 Equity • The offering, the largest such deal since the U.S. Treasury’s $20.7 billion sale of American Morrison & Foerster Hong Kong/China 515 Equity International Group Inc shares Sinopharm Group’s in September last year, comes share placement as Japanese equities scale their JiaYuan Law Offices Hong Kong/China 515 Equity highest levels in more than four years. Grandall Law Firm Hong Kong/China 515 Equity

Clifford Chance Hong Kong/China 402 Debt China Minmetals Corp’s dim sum bond issuance $578 MILLION Linklaters Hong Kong/China 402 Debt Mitsui Chemicals’ M&A acquisition of Heraeus Jones Day Japan/Germany 578 M&A MITSUI CHEMICALS’ ACQUISITION Dental OF HERAEUS DENTAL Cleary Gottlieb Steen & • Heraeus Dental’s business includes Hong Kong 1,500 Debt prosthetics and systems for teeth Hamilton protection and restoration, and TSMC Global’s dual several other dental products. Jones Day Hong Kong 1,500 Debt tranche notes issuance • Mitsui Chemicals’ subsidiary, Sun Medical, has been active in the dental materials business, Maples and Calder Hong Kong 1,500 Debt commanding a notable presence in Japan. Baker & McKenzie Japan N/A M&A

ORIX Corp’s purchase of Anderson Mori & a 96.09 percent stake in Japan N/A M&A Tomotsune $537 MILLION Asahi Fiber Glass M&A Nagashima Ohno & Japan N/A M&A Tsunematsu FPM POWER HOLDINGS’ PURCHASE OF SG POWER PLANT Milbank, Tweed, Hong Kong/ 537 M&A • The purchasers acquired the Hadley & McCloy Singapore power plant from India’s GMR Infrastructure. Hong Kong/ Allen & Gledhill 537 M&A • FPM Power Holdings will hold a 70 FPM Power Holdings’ Singapore percent stake in the project, while purchase of SG power Malaysia’s Petronas International plant Hong Kong/ Corp will own 30 percent. Norton Rose 537 M&A Singapore • The power plant is expected to commence operations in December Hong Kong/ this year. White & Case 537 M&A Singapore WWW.LEGALBUSINESSONLINE.COM : @ALB_Magazine : Connect with Asian Legal Business briefs 5

FINANCIAL GRAPHIC Thailand: Running out of gas?

The annual maintenance shut- down of gas fields in Myanmar THAILAND’S ENERGY DEMAND AND POWER GENERATION doesn’t normally make headlines ENERGY DEMAND FORECASTS (GwH) POWER GENERATION BY FUEL TYPE Total energy demand in Thailand, but this year shows 2012 the failure of Thai electricity gen- Gas demand (natural and LNG) eration to keep up with economic 350 100%1 Hydro Electricity Fuel Oil 1,300 growth. 8,431 Government electricity-saving Imported 300 80 10,527 plans - including agreements Coal & Lignite with factories such as a Thai unit Others 34,518 of Toyota Motor Corp to stop op- 2,748 erations on April 5 - may prevent 250 60 blackouts in the short term, but point to the potential long-term Total (GwH) 200 40 economic impact. 176,973 The supply crunch also highlights the difficulties in securing 20 alternatives. Liquefied natural 150 gas is much more expensive, Natural Gas Gas demand 119,434 while cheaper coal faces strong as % of total 100 0 opposition after problems caused 2012 2014 2016 2018 2020 2022 2024 2026 2028 2030 Total energy demand (renewable, gas, coal, lignite, nuclear, heavy oil, diesel, EGAT-TNB,HVDC) by pollution in the early 1990s at a coal-fired power plant. Sources: EGAT; Electricity Generating Authority of Thailand C Trevethan 02/04/2013

REACTIONS Novartis loses landmark India cancer drug patent case

WHAT WOULD YOU SAY IS THE MOST IMPORTANT FALLOUT OF THE NOVARTIS JUDGMENT?

“The decision has evoked strong “Two important outcomes: (i) Ranjit Shahani, chairman and managing director of Novartis India Ltd, speaks with the media during a reactions, and will have far Findings on disclosure and news conference in Mumbai April 1, 2013. REUTERS/Vivek Prakash reaching consequences on drug coverage - There should not be companies and consumers. On a vast gap between coverage India's top court last month dismissed Swiss drugmaker Novartis AG's one hand, it will discourage and disclosure in a patent attempt to win patent protection for its cancer drug Glivec, a blow to innovative drug discovery and specification, and (ii) Efficacy for Western pharmaceutical firms targeting India to drive sales and a vic- on the other, it allows cheaper the purposes of Section 3(d) [of tory for local makers of cheap generics. The decision sets a benchmark options to be available to the India’s patent law] should be the for intellectual property cases in India, where many patented drugs are poor patients.” therapeutic efficacy. However, such therapeutic efficacy can be unaffordable for most of its 1.2 billion people, and does not bode well RABINDRA JHUNJHUNWALA demonstrated with comparative for foreign firms engaged in ongoing disputes in India, including Pfizer Khaitan & Co in vivo data.” Inc and Roche Holding AG. It cements the role of local companies as big suppliers of inexpensive generics to India's rapidly growing $13 billion- D. CALAB GABRIEL a-year drugs market, and also across the developing world. K&S Partners ASIAN LEGAL BUSINESS 6 briefs MAY 2013

GC INTERVIEW ‘Do the right things’

How is being an in-house lawyer downstream, upstream, projects When I see my team members in your industry different from and technology, and portfolio and being recognised as a talented other industries? litigation. A few of the syndicates group of individuals by the The oil and gas industry is very provide regional support and company and the Shell Group, for technical and complex, volatile, others provide country specific example being given opportunities technology driven and highly support. We are a flat and open either to work outside Malaysia regulated. We operate in very organisation, and we tend to or in regional roles or projects, challenging conditions, e.g. collaborate regularly across the receiving awards and promotions. LILY KHAIRI deepwater. The industry is about various syndicates and with the It is rewarding and a proud producing sufficient energy in global legal community in the moment for me when I see my Position: Head of Legal Malaysia and a responsible and safe manner organisation. team members, especially the Managing Counsel Downstream to meet the world demand, younger lawyers being recognised Company: and minimising impact on the What are the most important for their work product. I believe in Shell environment. To add value and qualities someone in your role job training and development, and Location: remain relevant as in-house must possess? stretching our talent to maximise Kuala Lumpur counsel in the O&G sector, Integrity – doing the right things their potential. my team members and I must even though it is unpopular; ensure that we keep up to date ability to delegate – as a leader, What can in-house counsel with the latest developments in we must develop others to lead do to make themselves an law that impact our business, and this can only be done through indispensable part of the be knowledgeable about the empowering others; genuine organisation? business, proactive in our advice, interest in developing others to We exist because of the business, intervene and provide solutions realise their full potential; a sense hence the legal team must behave to meet business demands and of humour; comfortable with and act as business partners collaborate with all levels in the conflict management; and a love providing commercially sound organisation, across sectors and for challenging the norms and legal solutions. In this respect, to multiple disciplines. conventions in order to reach a serve our businesses, we must be higher level of performance. proactive and anticipate business What are some of the major requirements, be consistent in the trends in your industry? How would you describe your performance of our service level, Sector-specific regulatory strategy for the legal team? constantly challenge ourselves to pressures – changes in law may Our group legal strategy is to innovate and simplify processes, result in uncertainties in the become the best corporate legal invest in our continuous learning, regulatory and fiscal frameworks. team in the world. We are aligned and balance all these with being As a result, we need to constantly with this strategy and for Malaysia, the corporate conscience of the monitor the laws and analyse the our legal vision is to be the company to ensure minimal legal impact on our businesses and leading legal team that provides risks to the enterprise. come out with innovative solutions professional and commercially to help our business prepare and sound legal solutions through What is the best advice you have comply with legal requirements. global collaboration and ever received? We participate regularly at the continuous personal growth. In One of the best pieces of advice request of government agencies this respect, each team member given to me by a senior manager to provide views on any new is accountable and responsible early in my career was to learn how regulatory changes, especially towards meeting this vision by to compartmentalise your daily at the consultative stage of such ensuring that they perform with issues and not be so absorbed by legislation or guidelines. utmost integrity, deliver accurate your problems that you only see and timely work as a single the gorilla in front and miss out on Can you describe your team? team, and share and learn new opportunities around you. Also, I We number around 20, spread experience and skills as part of carry a reminder with me to ensure across Kuala Lumpur and Miri, their career journey. that I live my life to the fullest, Sarawak. Our team is a reflection a quote by Norman Cousins – of how the business is organised. What would you say has been “Death is not the greatest loss in We operate on a syndicate basis the proudest moment of your life. The greatest loss in life is what with five major syndicates – career so far? dies inside us while we live.” WWW.LEGALBUSINESSONLINE.COM : @ALB_Magazine : Connect with Asian Legal Business LEAGUE TABLES 7

MERGERS & ACQUISITIONS SNAPSHOT CHINA Announced M&A Legal Rankings LEAGUE TABLESHONG KONG Announced M&A Legal Rankings I. LEAGUE TABLE - NORTH ASIA LEGAL AND FINANCIAL RANKINGS NORTH ASIA Announced M&A Legal Rankings - Based on Value NORTH ASIA Announced M&A Financial Rankings - Based on Value Value No. of Market Value No. of Market Legal Advisor Financial Advisor Rank KING & WOOD(US$mln) MALLESONSDeals Share Rank JUN HE LAW (US$mln)OFFICESDeals Share 1 Linklaters 7,827.8 9 7.2 1 Morgan Stanley 9,270.8 26 8.5 2 Kim & Chang 5,497.3 14VALUE 5.1 2 CITIC 8,781.8 VALUE8 8.1 3 Nagashima Ohno & Tsunematsu 5,123.9 28($mln) 4.7 3 Goldman Sachs & Co 7,132.0 ($mln)16 6.6 4 King & Wood Mallesons 4,973.0 10 4.6 4 China International Capital Co 6,459.3 5 5.9 5 Herbert SmithDEALS: Freehills 8 MARKET SHARE:4,743.7 7.6 4 4.4 5 Nomura DEALS: 4 MARKET SHARE:4,869.8 9.4 33 4.5 6 Mori Hamada & Matsumoto 4,521.1 30 4.2 6 JP Morgan 4,680.2 6 4.3 7 Lee & Ko 4,339.9 15 4.0 7 Barclays 4,403.7 4 4.0 RANK8 Gianni OrigoniLEGAL ADVISORGrippo Cappelli & Partn VALUE4,210.0 DEALS1 MARKET3.9 RANK8 HoulihanLEGAL Lokey ADVISOR VALUE3,484.0 DEALS3 MARKET3.2 9 Shin & Kim ($MLN)4,032.3 15 SHARE3.7 9 Bank of America Merrill Lynch ($MLN)2,802.7 4 SHARE2.6 2*10 LinklatersAnderson Mori & Tomotsune 4,210.03,518.2 210 7.13.2 210 BakerCiti & McKenzie 1,357.42,784.5 58 8.52.6 (*tie)2* GianniBased Origoni on Rank Grippo Value incl.Cappelli Net Debt & Partners of announced 4,210.0M&A deals (excluding1 withdrawn7.1 M&A) (*tie)3 SlaughterBased on Rank & May Value incl. Net Debt of announced M&A918.7 deals (excluding2 withdrawn5.7 M&A) II.2* LEAGUEHerbert TABLE Smith - FreehillsLEGAL 4,210.0 3 7.1 4 Linklaters 899.7 4 5.6 CHINA Announced M&A Legal Rankings HONG KONG Announced M&A Legal Rankings 5 Jia Yuan Law Offices 3,438.6 15 5.8 5 King & Wood Mallesons 826.4 3 5.2 Value No. of Market Value No. of Market Legal Advisor Legal Advisor Rank6 Guangdong Zhongxin Xiecheng (US$mln)3,199.9 Deals1 Share5.4 Rank6 David Lim & Partners (US$mln)781.1 Deals1 Share4.9 7 1 CapitallawKing & Wood & Partners Mallesons 2,747.44,510.0 18 4.67.6 7*1 TajJun He Law Offices 538.51,513.7 14 3.49.4 8 2* JunLinklaters He Law Offices 2,442.94,210.0 122 4.17.1 7*2 WillkieBaker Farr & McKenzie & Gallagher 538.51,357.4 15 3.48.5 2* Gianni Origoni Grippo Cappelli & Partn 4,210.0 1 7.1 3 Slaughter & May 918.7 2 5.7 9 Mayer Brown LLP 2,238.1 3 3.8 9 Clifford Chance 519.5 2 3.2 2* Herbert Smith Freehills 4,210.0 3 7.1 4 Linklaters 899.7 4 5.6 10 5 WhiteJia Yuan& Case Law LLP Offices 1,710.73,438.6 315 2.95.8 105 WhiteKing & & Case Wood LLP Mallesons 481.7826.4 13 3.05.2 6 Guangdong Zhongxin Xiecheng 3,199.9 1 5.4 6 David Lim & Partners 781.1 1 4.9 (*tie) Based7 onCapitallaw Rank Value & including Partners Net Debt of announced M&A2,747.4 deals (excluding1 withdrawn4.6 M&A) (*tie) 7* Based onTaj Rank Value including Net Debt of announced M&A538.5 deals (excluding1 withdrawn3.4 M&A) 8 Jun He Law Offices 2,442.9 12 4.1 7* Willkie Farr & Gallagher 538.5 1 3.4 9 Mayer Brown LLP 2,238.1 3 3.8 9 Clifford Chance 519.5 2 3.2 10 White & Case LLP 1,710.7 3 2.9 10 White & Case LLP 481.7 1 3.0 (*tie) JAPANBased on Rank ANNOUNCED Value incl. Net Debt ofM&A announced LEGAL M&A deals RANKINGS (excluding withdrawn M&A) (*tie)SOUTHBased KOREA on Rank Value ANNOUNCED incl. Net Debt of announced M&A M&A LEGAL deals (excluding RANKINGS withdrawn M&A) JAPAN Announced M&A Legal Rankings SOUTH KOREA Announced M&A Legal Rankings Value No. of Market Value No. of Market Legal Advisor Legal Advisor Rank NAGASHIMA OHNO(US$mln) & TSUNEMATSUDeals Share Rank KIM & CHANG(US$mln) Deals Share 1 Nagashima Ohno & Tsunematsu 5,123.9 28 16.6 1 Kim & Chang 5,497.3 14 43.1 2 Mori Hamada & Matsumoto 4,521.1 29 14.7 2 Lee & Ko 4,339.9 15 34.0 3 Anderson Mori & Tomotsune 3,518.2 VALUE10 11.4 3 Shin & Kim 4,032.3 15VALUE 31.6 ($mln) ($mln) 4 Nishimura & Asahi 3,427.3 20 11.1 4 Bae Kim & Lee 1,737.1 15 13.6 5 De Brauw BlackstoneDEALS: 28 Westbroek MARKET SHARE:2,792.7 16.6 2 9.1 5* Shearman &DEALS: Sterling LLP14 MARKET SHARE:1,108.7 43.1 1 8.7 6* Davis Polk & Wardwell 2,590.4 1 8.4 5* Norton Rose 1,108.7 1 8.7 6* Linklaters 2,590.4 2 8.4 5* Osler Hoskin & Harcourt LLP 1,108.7 1 8.7 RANK6* Allen & OveryLEGAL ADVISOR VALUE2,590.4 DEALS2 MARKET8.4 RANK8 Yulchon LEGALLLC ADVISOR VALUE380.3 DEALS4 MARKET3.0 9 Skadden ($MLN)1,261.2 3 SHARE4.1 9 Gowling Lafleur Henderson LLP ($MLN)289.0 2 SHARE2.3 10 Simpson Thacher & Bartlett 719.7 1 2.3 10* Baker Botts LLP 170.0 1 1.3 2 Mori Hamada & Matsumoto 4,521.1 29 14.7 2 Lee & Ko 4,339.9 15 34.0 (*tie) Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A) (*tie) Based on Rank Value incl. Net Debt of announced M&A deals (excluding withdrawn M&A) 3 Anderson Mori & Tomotsune 3,518.2 10 11.4 3 Shin & Kim 4,032.3 15 31.6 II. LEAGUE TABLE - FINANCIAL CHINA4 AnnouncedNishimura & Asahi M&A Financial Rankings 3,427.3 20 11.1 HONG4 KONGBae Kim Announced & Lee M&A Financial Rankings1,737.1 15 13.6 5 De Brauw Blackstone Westbroek 2,792.7Value No.2 of Market9.1 5* Shearman & Sterling LLP 1,108.7Value No.1 of Market8.7 Financial Advisor Financial Advisor 6*Rank Davis Polk & Wardwell (US$mln)2,590.4 Deals1 Share8.4 Rank5* Norton Rose (US$mln)1,108.7 Deals1 Share8.7 1 CITIC 8,781.8 8 14.8 1 HSBC Holdings PLC 1,865.8 4 11.6 6* 2 LinklatersChina International Capital Co 2,590.46,372.4 24 8.410.8 5*2 OslerCITIC Hoskin & Harcourt LLP 1,108.71,632.6 13 10.28.7 6* 3 AllenMorgan & Overy Stanley 2,590.43,054.7 24 8.45.2 8 3 YulchonRothschild LLC 380.31,496.6 45 3.09.3 9 4 SkaddenHuarong Securities Co Ltd 1,261.21,936.7 31 4.13.3 9 4 GowlingSomerley Lafleur Ltd Henderson LLP 289.01,454.5 102 2.39.1 5 Somerley Ltd 1,846.0 7 3.1 5 Barclays 1,161.3 2 7.2 10 Simpson Thacher & Bartlett 719.7 1 2.3 10* Baker Botts LLP 170.0 1 1.3 6 Barclays 1,813.3 3 3.1 6 Deutsche Bank 1,105.1 6 6.9 7* Tudor Pickering & Co LLC 1,700.0 1 2.9 7 Citi 871.3 2 5.4 (*tie) Based on Rank Value including Net Debt of announced M&A deals (excluding withdrawn M&A) (*tie) Based on Rank Value including Net Debt of announced M&A deals (excluding withdrawn M&A) 7* Bank of America Merrill Lynch 1,700.0 1 2.9 8* SEB Enskilda 781.1 1 4.9 9 Caitong Securities Co Ltd 1,409.6 5 2.4 8* Rabobank NV 781.1 1 4.9 10 JP Morgan 1,284.6 2 2.2 10 Macquarie Group 718.8 2 4.5 (*tie) Based on Rank Value incl.ANY Net DebtNORTH of announced ASIA M&A INVOLVEMENT deals (excluding withdrawn ANNOUNCED M&A) (*tie) M&A ACTIVITYBased on Rank Value - QUARTERLY incl. Net Debt of announced TREND M&A deals (excluding withdrawn M&A) ANY NORTH ASIA INVOLVEMENT ANNOUNCED M&A ACTIVITY - QUARTERLY TREND

160 144.0 141.5 3,000 Transactions of No. 136.7 142.3 Series1 Series2 129.8 130.2 140 129.0 126.4125.4 2,500 114.7 120.6 120 112.5 111.7 107.8 103.8 105.1 99.8 100.1 100.5 2,000 93.9 91.5 100 82.1 83.8 70.5 74.9 1,500 80 61.6 54.4 54.1 55.5 1,000 60 40 500

Rank Value US$ Billion US$ Value Rank 20 0 1Q 06 3Q 06 1Q 07 3Q 07 1Q 08 3Q 08 1Q 09 3Q 09 1Q 10 3Q 10 1Q 11 3Q 11 1Q 12 3Q 12 1Q 13 Notes: NOTES:League League tables, tables, quarterly quarterly trend, trend, and anddeal deal list arelist arebased based on onthe the nation nation of of either either the the target,target, acquiror, target target ultimate ultimate parent, parent, or oracquiror acquiror ultimate ultimate parent parent at the at time the oftime the oftransaction. the transaction. Announced Announced M&A transactions M&A transactions excludes withdrawn excludes deals.withdrawn Deals with deals. undisclosed Deals with dollar undisclosed values are dollarrank eligible values but are with rank no eligible corresponding but with Rank no corresponding Value. Non-US dollarRank Value.denominated Non-US transactions dollar denominated are converted transactions to the US dollarare converted equivalent to at the the US time dollar of announcement equivalent at of the terms. time North of Asia includes China,announcement Hong Kong, ofTaiwan, terms. South North Korea, Asia Japan.includes Data China, accurate Hong as Kong, of 23-April-2013 Taiwan, South Korea, Japan Data accurate as of 23-April-2013 ASIAN LEGAL BUSINESS 8 APPOINTMENTS MAY 2013

LATERAL HIRES NAME LEAVING GOING TO PRACTICE LOCATION

PETER Stephenson Howse Williams Corporate Hong Kong BRADLEY Harwood Bowers

DAVID Orrick, Herrington & White & Case IP Tokyo CASE Sutcliffe

TOM Simmons & Simmons Sidley Austin M&A/Energy Hong Kong DEEGAN

JIANG Zhong Lun Law Firm Broad & Bright Tax Beijing HAO

Skadden, Arps, ED Slate, Meagher DLA Piper Real Estate Hong Kong SHEREMETA & Flom

KENJI Sullivan & Morrison & Capital Markets Tokyo TANEDA Cromwell Foerster

ROBERT WilmerHale Deacons Private Equity Hong Kong WOLL

GEORGE Beijing Kangda AnJie Law Firm Dispute Resolution Beijing ZHANG Law Firm

PROMOTIONS NAME FIRM PROMOTION PRACTICE LOCATION

DAVID Allen & Overy Partner Corporate Hong Kong KUO

JOHN Allen & Overy Partner Capital Markets Hong Kong LEE

SCOTT NEILSON Allen & Overy Partner Banking Tokyo

FRANCES International Allen & Overy Partner Hong Kong VAN EUPEN Arbitration

CHRISTINE YIU Bird & Bird Partner Intellectual Property Shanghai WWW.LEGALBUSINESSONLINE.COM : @ALB_Magazine : Connect with Asian Legal Business UPDATES 9

REGIONAL UPDATE SINGAPORE

MAS CONSULTS THE PUBLIC ON THE RECOMMENDATIONS TV OF THE FINANCIAL ADVISORY INDUSTRY REVIEW n 5 March 2013, the Monetary Authority of Singapore (“MAS”) released its consultation Opaper on the recommendations made by the Financial Advisory Industry Review Panel (“the Panel”) for the financial advisory industry. There are YOUR CONTENT ON five thrusts covered by the Panel’s recommendations, on which MAS has agreed in principle. A summary is THE ALL-NEW ALB TV set forth below: Thrust 1: Raising the competence of Financial Advisory (“FA”) representatives • Raising the minimum academic entry requirement for new FA representatives and grandfathering all existing representatives. All FA representatives are required to undergo structured continuing professional development to remain current and up-to-date.

Thrust 2: Raising the quality of FA firms • Enhancing the admission and ongoing requirements for licensed financial advisers (“LFAs”), including raising the bar on management competency, calibrating the requirements relating to financial compliance resources according to the type and scale of their businesses, and requiring LFAs to conduct FA services as a dedicated business.

Thrust 3: Making financial advising a dedicated service • The FA firms are required to assess the non-FA activities of their representatives to ensure that: there is no conflict with the FA firm’s business; such activities do not tarnish the image of the FA industry; and will not lead to a neglect of his or her FA role. • Tightening the existing introducer regime. i.e. FA frims are RAISE YOUR PROFILE allowed to enter into introducer agreements with corporations Increase the visibility of your organization or an individual, only. through your own programming on the main channel or your Thrust 4: Lowering distribution costs branded channel. • Developing a web aggregator to facilitate comparability of products. DEMONSTRATE YOUR EXPERTISE • Life Insurance companies to provide a direct channel to improve the accessibility of basic products. Distinguish your organization’s capabilities through • Increasing disclosure of distribution costs for specific products to multimedia programming. enhance transparency.

Thrust 5: Promoting a culture of fair dealing OPTIMIZE REACH • Aligning the interests of FA firms and their representatives with Leverage our tagging functionality to ensure your programs that of their customers by: (1) distributing total commissions are found by the right people at the most relevant time. paid on life insurance products more evenly; (2) adopting a balanced scorecard framework to remunerate representatives, incorporating non-sales KPIs; and (3) banning all product- PROMOTE YOUR BRAND specific incentives. Brand your video content with a descriptive overlay. • Incorporating the assessment of the board’s and senior management’s efforts in promoting a culture of fair dealing within their organisations into MAS’s risk assessments and ENGAGE YOUR AUDIENCE regulatory reviews of FA firms. Supplement your video with additional elements such as MS AMY HAN MR NICHOLAS CHANG PDFs, firm profiles, partner bios, podcasts and hyperlinks Corporate Finance Executive Senior Corporate Finance Executive T: (65) 6322 2285 T: (65) 6322 2236 back to your website. F: (65) 6534 0833 F: (65) 6534 0833 E: [email protected] E: [email protected]

Loo & Partners LLP 16 Gemmill Lane Singapore 069254 www.loopartners.com.sg

ALB TV ad HP_vertical.indd 1 3/30/2012 12:25:20 PM ASIAN LEGAL BUSINESS 10 COVER STORY MAY 2013

CHINA (FOREIGN) Patent TIER 1 • Allen & Overy • Bird & Bird • Orrick, Herrington & Sutcliffe • Rouse TIER 2 • Baker & McKenzie • Deacons • Hogan Lovells • Jones Day • Ropes & Gray TIER 3 • DLA Piper • Ella Cheong • Freshfields Bruckhaus Deringer • Mayer Brown JSM • Perkins Coie • Wilkinson & Grist Trademark/Copyright TIER 1 • Baker & McKenzie • Bird & Bird • Hogan Lovells • Rouse TIER 2 • Deacons • Freshfields Bruckhaus Deringer • Jones Day • Mayer Brown JSM • Norton Rose • Wilkinson & Grist TIER 3 • DLA Piper • Ella Cheong • Simmons & Simmons • Squire Sanders

CHINA (DOMESTIC) Patent TIER 1 • CCPIT Patent and Trademark Law Office • King & Wood Mallesons • Liu, Shen & Associates OUR RESEARCH TIER 2 The ALB research team spoke to a wide variety • China Sinda • Fangda Partners of lawyers and clients in Asia. The results were • Zhongzi Law Office drawn from firm submissions, our own resources, TIER 3 and market suggestions. All interviews were off • An, Tian, Zhang & Partners • Hylands Law Firm the record, confidential, and conducted entirely • Jun He Law Offices for research purposes. The period being evaluated • Unitalen Attorneys at Law spans from January 2012 to February 2013. Trademark/Copyright TIER 1 • CCPIT Patent and Trademark OUR RANKINGS Law Office • China Sinda Our rankings are based on the following metric: • King & Wood Mallesons • Volume, complexity, and size of work • Unitalen Attorneys at Law TIER 2 • Firm’s visibility and profile in the marketplace • An, Tian, Zhang & Partners • Key clients and client feedback • Fangda Partners • Hylands Law Firm Information was drawn from the firm’s submissions, • Jun He Law Offices lawyer interviews, client interviews, and peer • Liu Shen & Associates • Wintell & Co commentary from the marketplace. • Zhongzi Law Office WWW.LEGALBUSINESSONLINE.COM : @ALB_Magazine : Connect with Asian Legal Business COVER STORY 11

“The dynamics of IP in China are changing quickly,” says one IP partner. None would doubt that IP is playing an increasing role in China’s business sector, as corporations and individuals become more aware of the subject. “Chinese companies are seeing the value of IP, and filing more patents and creating an arsenal of IP to launch lawsuits,” the partner adds. Copyright issues have also been on the rise in recent months, with several law firms now engaged in new social media-related cases and enforcement work. China is also in the process of amending its copyright and trademark laws, which will most likely be completed this year, lawyers have said. HONG KONG A top-tier IP firm in China, Hogan Lovells, Patent has grown substantially over the last 12 TIER 1 months. William (Skip) Fisher, who a peer • Baker & McKenzie • Bird & Bird describes as “an excellent lawyer”, joined • Deacons the firm in Shanghai from Perkins Coie, while TIER 2 • Hogan Lovells Katie Feng and Rae Yan were promoted to • Ella Cheong partnership at the beginning of 2012. Hogan • Jones Day Lovells’ trademark/copyright practice works • Mayer Brown JSM TIER 3 with blue-chip companies including Apple, • Freshfields Bruckhaus Deringer Caterpillar, ExxonMobil, Guess, H&M and • Vivien Chan & Co • Wilkinson & Grist News Corp. Rouse offers the complete IP Trademark/Copyright package, boasting four offices in Greater TIER 1 China, with over 160 fee-earning IP profes- • Baker & McKenzie • Deacons sionals. Notable clients including Billabong, • Hogan Lovells Research In Motion, Redbull and Honeywell • Mayer Brown JSM look to Rouse to handle their IP work in China. TIER 2 • Bird & Bird Headed by the experienced Loke-Khoon • Ella Cheong • Freshfields Bruckhaus Deringer Tan, Tier 1 firm Baker & McKenzie handles • Norton Rose numerous high-level matters in China, and • Simmons & Simmons works with leading companies like Polo Ralph • Wilkinson & Grist TIER 3 Lauren, K-Swiss, Ping An Securities and Li & • DLA Piper Fung. Under the experienced leadership of • Jones Day • Vivien Chan & Co partner Benjamin Bai, Allen & Overy makes it to the top tier for patents this year. Bai is leading a team that is enforcing trade secrets for RF Micro Devices against its former strong outfit across the board. The team has employees and the competing companies grown substantially in the last year, and now that they set up. Other top-tier firms in China boasts close to 30 IP professionals. Led by include Bird & Bird and Orrick, Herrington IP work for law firms in Hong Kong has held partner Kenny Wong, Mayer Brown JSM rep- & Sutcliffe, which does “very good high end at a steady pace, with a strong focus on trade- resented Hon Hai Precision Industry Company work”, notes a practitioner in the region. marks, anti-counterfeiting and transactional in litigation involving defendants trading King & Wood Mallesons stands as an IP matters. Several lawyers note that the govern- under similar business names and domain powerhouse among domestic firms. The firm ment has signalled that it intends to transform names. Freshfields Bruckhaus Deringer has has significantly expanded its size and reach Hong Kong into a hub for IP trading, though no also strengthened its Hong Kong team with following the merger between King & Wood official plans have been announced. the promotion of Mark Parsons to partner- and Australia’s Mallesons Stephen Jaques in A handful of firms dominate the IP scene. ship in May 2012. Headed by partner Connie March 2012. In a standout case in 2012, the Hogan Lovells has significant strength in Carnabuci, the firm has had a busy year advis- firm represented Apple in its lawsuit against trademarks and copyright, with an impressive ing clients on the IP aspects of commercial Proview Technology Shenzhen over the iPad client list that includes the likes of Adidas, and corporate transactions, portfolio man- trademark. CCPIT Patent and Trademark Jack Daniel’s and Burberry. Headed by part- agement, as well as patent and trademark Law Office maintains its strong presence ner Christopher Britton and commercial IP disputes. Other notable firms in the region across the board in China. partner Charmaine Koo, Deacons offers a include Baker & McKenzie and Bird & Bird. ASIAN LEGAL BUSINESS 12 COVER STORY MAY 2013

INDIA Trademark/Copyright Patent TIER 1 TIER 1 • Anand and Anand • Anand and Anand • Lall & Sethi In early April, India’s Supreme Court dis- • K&S Partners • Remfry & Sagar missed Swiss drug maker Novartis’ attempt • Lakshmikumaran & Sridharan • Saikrishna & Associates • Remfry & Sagar to win patent protection for its cancer drug TIER 2 TIER 2 • Amarchand Mangaldas Glivec, a blow to Western pharmaceutical • De Penning & De Penning • Khaitan & Co firms targeting India to drive sales and a • Khaitan & Co • Lakshmikumaran & Sridharan • Lall & Sethi • Luthra & Luthra victory for local makers of cheap generics. • Singh & Singh • Subramaniam, Nataraj & • Subramaniam, Nataraj & Associates And the drugs rows aren’t over yet: A day Associates TIER 3 after the verdict on Glivec, U.S. drug maker TIER 3 • ALMT Legal Merck and Co moved court against Glenmark • ALMT Legal • Chadha & Chadha • Amarchand Mangaldas • De Penning & De Penning Pharmaceuticals Ltd to defend its soon- • Chadha & Chadha • Majmudar & Partners to-expire patent on Januvia and Janumet. • Majmudar & Partners • Sushant M Singh & Associates Additionally, India continues to see plenty of trademark infringement, with a small rise in IP-related arbitration as well. Anand and Anand and Remfry & Sagar stand out.

INDONESIA Patent TIER 1 • Biro Oktroi Roosseno • Hadiputranto, Hadinoto & As Indonesia’s economy forges ahead, Partners • Rouse & Co International/ awareness of IP is also developing among Suryomurcito & Co local companies. Lawyers predict that the TIER 2 number of contentious matters will continue • AMR Partnership • Assegaf Hamzah & Partners to rise, as domestic corporations up their • Intra Patent Bureau trademark and patent registrations to protect Trademark/Copyright their IP rights. Meanwhile, counterfeiting and TIER 1 • Hadiputranto, Hadinoto & copyright infringement problems remain a Partners • Inter Patent Office sizeable problem for the country, and the • Rouse & Co International/ authorities are taking strides in ramping up Suryomurcito & Co their enforcement efforts. The top go-to firms TIER 2 • Assegaf Hamzah & Partners are Hadiputranto, Hadinoto & Partners, • Biro Oktroi Roosseno Rouse & Co/Suryomurcito & Co, Biro Oktroi • SKC Law Roosseno and Inter Patent Office.

Prosecution Infringement IP Litigation Prosecution Infringement Prosecution Litigation Infringement IP [email protected] IP Litigation 13th Fl., 27 Sec. 3, Chung San N. Rd., Taipei 104, Taiwan, R.O.C. www.deepnfar.com.tw ℡: 886-2-25856688 �: 886-2-25989900/25978989 [email protected] Prosecution 13th Fl., 27 Sec. 3, Chung SanInfringement N. Rd., Taipei 104,[email protected] Taiwan, R.O.C. www.deepnfar.com.tw ℡ IP Litigation� 13th Fl., 27 Sec. 3, Chung San N. :Rd., 886-2-25856688 Taipei 104, Taiwan, R.O.C. : 886-2-25989900/25978989www.deepnfar.com.tw ℡: 886-2-25856688 �: 886-2-25989900/25978989

[email protected] 13th Fl., 27 Sec. 3, Chung San N. Rd., Taipei 104, Taiwan, R.O.C. www.deepnfar.com.tw ℡: 886-2-25856688 �: 886-2-25989900/25978989 WWW.LEGALBUSINESSONLINE.COM : @ALB_Magazine : Connect with Asian Legal Business COVER STORY 13

JAPAN (FOREIGN) Patent TIER 1 • Finnegan, Henderson, As Japanese corporations increasingly look Farabow, Garrett & Dunner overseas to expand their operations, they are • Hogan Lovells • Morrison & Foerster starting to exercise their IP rights more ag- TIER 2 gressively, and finding themselves embroiled • Baker & McKenzie • Foley & Lardner in litigation. “Since some Japanese compa- • Ropes & Gray nies are having difficulties, they are trying to TIER 3 find financial assistance, and thus starting to • Morgan, Lewis & Bockius • Quinn Emanuel Urquhart & monetise their patents,” says one Japanese Sullivan patent lawyer. Japan Inc’s investment into • Squire Sanders Asian markets has also led to a rise in trade Trademark/Copyright TIER 1 secrets disputes, notes another practitioner. • Baker & McKenzie JAPAN (DOMESTIC) An amended patent law took effect in April • Hogan Lovells • Morrison & Foerster Patent 2012, which includes changes to the patent TIER 1 TIER 2 invalidation procedure and protects the role • Abe, Ikubo & Katayama Law Firm • Finnegan, Henderson, • Mori Hamada & Matsumoto of licensees. More recently in January 2013, Farabow, Garrett & Dunner • Nakamura & Partners • Foley & Lardner an amended copyright law was introduced, TIER 2 TIER 3 • Anderson Mori & Tomotsune which includes the concept of “fair use.” • Morgan, Lewis & Bockius • Nagashima Ohno & Market observers have also commented that • Squire Sanders Tsunematsu the Japanese government intends to revise its • TMI Associates TIER 3 current trademark law to permit the registra- • Atsumi & Sakai tion of sound and smell marks. • Nishimura & Asahi • Ohno & Partners Among international firms, Morrison & • Sugimura International Patent Foerster has long been one of the biggest and Trademark Attorneys players for IP in Japan. The firm’s Tokyo Trademark/Copyright TIER 1 office comprises more than 30 IP lawyers, • Mori Hamada & Matsumoto who work with renowned domestic clients • Nakamura & Partners • TMI Associates like Nikon, Yamaha, Fujitsu and Hitachi. TIER 2 Fellow foreign firms Baker & McKenzie and • Anderson Mori & Tomotsune • Atsumi & Sakai Hogan Lovells also boast thriving patent • Nagashima Ohno & Tsunematsu and trademark practices in Japan, while • Nishimura & Asahi Finnegan Henderson Farabow Garrett & TIER 3 • Abe, Ikubo & Katayama Law Firm Dunner is strong in patent-related matters, • Ohno & Partners comments a peer. • Sugimura International Patent and Trademark Attorneys At the domestic level, Abe, Ikubo &

Prosecution NAKAMURA & PARTNERS Infringement PATENT TRADEMARK & LEGAL AFFAIRS ━━━━━━━━ Litigation SHIN-TOKYO BUILDING IP 3-1, MARUNOUCHI 3-CHOME Nakamura & Partners, The firm’s legal practice also CHIYODA-KU, TOKYO established in 1914, is one of the 100-8355 JAPAN includes a wide range of largest intellectual property law counseling and infringement TELEPHONE: 81-3-3211-8741 firms in Japan. The scope of the FACSIMILE: (Patent) 81-3-3214-6358･6359 litigations and other types of firm’s practice is very extensive (Trademark) 81-3-3213-8694 litigations related to intellectual and includes both the (Legal) 81-3-3214-6367 property laws (Patent, [email protected] of industrial E-MAIL: (Patent) [email protected] Trademark, Design, Utility property rights and litigations (Trademark) [email protected] Model, Trade Secret, Unfair (Legal) [email protected] 13th Fl., 27 Sec. 3, Chung San N. Rd., Taipei 104, Taiwan, R.O.C. www.deepnfar.com.twand other legal affairs centering Competition Prevention, WEBSITE: www.nakapat.gr.jp ℡ � on intellectual property law. Copyright, etc.), drafting and : 886-2-25856688 : 886-2-25989900/25978989 Specifically, the firm handles negotiations related to joint patent applications, utility model ventures, licensing, mergers and applications, design applications, trials before the Japanese Patent Office, acquisitions, international trademark and service mark and renders expert opinions relating to business transactions and general applications, oppositions, and these industrial property rights. corporate affairs.

ASIAN LEGAL BUSINESS 14 COVER STORY MAY 2013

Katayama has been lauded by many peers as ongoing negotiations over the Trans-Pacific an expert IP outfit in Japan, while Nakamura Partnership (TPP), an FTA initiative involv- & Partners and TMI Associates have also re- ing 11 countries - Australia, Brunei, Canada, ceived praise for their strength in patent and Chile, Malaysia, Mexico, New Zealand, Peru, In Singapore, the biggest recent news in the trademark work. Mori Hamada & Matsumoto Singapore, United States and Vietnam – in IP space has been the government’s plans to undoubtedly has one of the top IP practices which IP rights, especially in the medical area, further develop the country as an intellectual in Japan. In a recent copyright infringement are among the sticking points. Counterfeiting property hub. With the aim of excelling in case, a team led by partner Hiroki Saito rep- is still an issue in Malaysia as are industrial three main areas – IP transactions and man- resented a Japanese broadcasting company design infringement matters involving MNCs. agement, quality IP filings, and IP dispute in obtaining a favourable judgement from the Shearn Delamore & Co and Skrine make resolution – the government plans to carry Supreme Court and the IP High Court. Other the top tier in both patents and trademarks/ out 14 main initiatives, including establishing Big Four Japanese firms such as Nagashima copyright, with Baker & McKenzie’s affiliate a centre of excellence for IP valuation, and Ohno & Tsunematsu, Anderson Mori & firm Wong & Partners also making the top encouraging more Asia-centric, multidisci- Tomotsune and Nishimura & Asahi have also tier in trademarks/copyright. plinary IP research in Singapore. Additionally, had an active year. the Intellectual Property Office of Singapore will also invest S$50 million ($40.5 million) to build up patent search and examination capabilities in tech areas considered to be strategically important to Singapore, which

Spotlight Firms in turn is expected to generate more work on All eyes are on Malaysia as the country looks • ACCRALAW the patent side. With a new IP dispute resolu- • Quisumbing Torres/Baker & McKenzie to become a signatory to the Madrid Protocol, • Romulo Mabanta Buenaventura Sayoc & De los Angeles tion system expected to come into play, there which facilitates the international protec- • SyCip, Salazar, Hernandez & Gatmaitan should be more ADR work for lawyers as well. • Villaraza Cruz Marcelo & Angangco tion of trade marks. Also in focus are the Industry watchers see plenty of infringement

MALAYSIA SINGAPORE Patent Patent TIER 1 TIER 1 • Shearn Delamore & Co • Allen & Gledhill • Skrine • ATMD Bird & Bird • Drew & Napier TIER 2 • Spruson & Ferguson • Marks & Clerk • Shook Lin & Bok TIER 2 • Wong & Partners/Baker & • Amica Law McKenzie • Baker & McKenzie.Wong & Leow • Lee & Lee TIER 3 • Marks & Clerk Singapore • Lee Hishammuddin Allen & Gledhill TIER 3 • Rahmat Lim & Partners • RHTLaw Taylor Wessing • Raja Darryl & Loh • Rodyk & Davidson Trademark/Copyright Trademark/Copyright TIER 1 TIER 1 • Shearn Delamore & Co • Allen & Gledhill • Skrine • ATMD Bird & Bird • Wong & Partners/Baker & • Drew & Napier McKenzie • Spruson & Ferguson TIER 2 TIER 2 • Raja, Daryl & Loh • Amica Law • Shook Lin & Bok • Baker & McKenzie.Wong & Leow • Tay & Partners • Rajah & Tann TIER 3 TIER 3 • Lee Hishammuddin Allen & • Lee & Lee Gledhill • RHTLaw Taylor Wessing • Rahmat Lim & Partners • Rodyk & Davidson • WongPartnership DATE: Thursday 20 June 2013 TIME: 8:30AM-2PM VENUE: Renaissance Harbour View Hotel, Hong Kong RESERVE NOW - EXPERT SPEAKERS INCLUDE COMPLIMENTARY PASSES* AVAILABLE Peter Cheung, Director, Intellectual Property Seats are strictly limited Department, The Government of HKSAR P. Y. Chu, Senior Manager, Intellectual Property With the increasing commercialisation of intellectual property and in the face of new forms of Centre, Federation of Hong Kong Industries online fraud, corporations are faced with a unique set of challenges to protect this important asset. Winfrey Yim - Head of Intellectual Property and Join an information-packed half-day seminar presented by Thomson Reuters IP & Science on: Brand Protection, Pandora Rubya Ramjahn, Head of APAC Intellectual — Latest trends and overcoming the challenges of online counterfeiting and brand protection Property, eBay — Online brand protection programs: prevention and enforcement in SE Asia and North Asia Rayan Tai, Director of IPR Enforcement, Adidas — Top-Level Domains (TLDs) management and the consequences for online brand protection David Ho, Legal Counsel, Alibaba — Effectively dealing with illegal content and take-down procedures Catherine C. Kardinal, General Counsel, Siemens — Creating a meaningful IP culture and aligning IP strategy with business strategy through the Limited In-House Counsel function of the company Jasmine Karimi, Director, Associate General — Establishing an optimal IP management infrastructure – the right people processes and Counsel, Coach Asia technology David Silver, VP, Asia-Pacific/Latin America, Thomson Reuters MarkMonitor To participate, please contact Trang at (65) 6870 3711 or [email protected] Craig Miller, VP, IP Asset Management, *Free passes are not applicable to law firms, related legal service providers and vendor companies. Terms & conditions apply. Thomson Reuters

ASIA.LEGALBUSINESSONLINE.COM ASIAN LEGAL BUSINESS 16 COVER STORY MAY 2013

work, along with a rise in Asian v Asian matters, reflecting a move away from just overseas owners suing Asia-based companies for SOUTH KOREA trademark infringement. Firms find that on Patent the advisory side, companies are becoming TIER 1 more aware of their intellectual property, and • Kim & Chang • Lee & Ko reaching out for legal services. Big Four firms TIER 2 Allen & Gledhill and Drew & Napier make • Bae, Kim & Lee • Shin & Kim the top tier in both patents and trademarks/ • Yulchon copyright, joined by ATMD Bird & Bird and IP TIER 3 specialists Spruson & Ferguson. • Central International Law Firm • Cho & Partners • Lee International IP & Law Group • Yoon & Yang • You Me Patent & Law Firm • Y.P. Lee. Mock & Partners Trademark/Copyright TIER 1 • Kim & Chang As South Korean companies continue to raise • Lee & Ko their global profile, competition has never TIER 2 been fiercer. But while companies have been • Bae, Kim & Lee • Cho & Partners increasingly litigious in the utilisation of their • Shin & Kim • Yulchon IP portfolios, the global economic downturn • Yoon & Yang has taken its toll on the number of patent and TIER 3 trademark filings in Korea.. • Central International Law Firm • Lee International IP & Law Group With the Korea-U.S. free trade agreement • Yoon & Yang (FTA) having come into effect in March 2012, • You Me Patent & Law Firm • Y.P. Lee. Mock & Partners a number of changes have been made to Korea’s intellectual property legislation. The FTA has also invited a rising number of pharmaceutical patent litigation. Practitioners TAIWAN also note that antitrust issues are playing a Patent larger role in IP cases. For example, the KFTC TIER 1 • Jones Day is investigating complaints filed by Apple that • Lee and Li Samsung Electronics is unfairly competing in • TIPLO the market by abusing its dominant position TIER 2 • Baker & McKenzie in wireless technology patents. • Deep & Far A renowned firm in Korea, Kim & Chang, • Formosa Transnational • Saint Island International shines in all areas of IP and it is unsurpris- Patent & Law Offices ing that its client base includes some of the • Tsar & Tsai • Winkler Partners world’s biggest names such as Apple, Canon, Trademark/Copyright Novartis, Sony, Warner Bros and Toshiba. TIER 1 One to rival Kim & Chang, Lee & Ko too is a • Baker & McKenzie • Formosa Transnational top-notch firm for IP, headed by the experi- • Lee and Li enced Jae Hoon Kim. The firm acts for many • TIPLO TIER 2 of the Korean giants including Samsung, LG • Deep & Far Electronics, POSCO and SK Chemicals, but • Jones Day • Saint Island International also boasts a growing international client Patent & Law Offices base. And Yulchon is described as having a • Tsar & Tsai • Winkler Partners “notable and growing IP presence.”

ing and some enforcement work, adding that the U.S. for six months, which was very suc- Taiwanese companies are filing better quality cessful. “Now it has been made permanent,” patents and exercising them. “The industry is says a Taiwanese IP partner. In a move highlighting the growing impor- quite cautious and aware, and companies are Lee and Li is described by a peer as hav- tance of trade secrets, the Taiwanese govern- paying more attention to the quality of their ing “a dominant position in Taiwan”, and ment revised its Trade Secrets Act in January IP portfolios, and not just the quantity of fil- it represents several blue-chip technology this year, adding criminal responsibility and ings,” says a lawyer. Meanwhile, the number companies including Apple, Samsung, Sony higher fines for those who illegally use or leak of trademark filings from Chinese firms into and Qualcomm. Partner Roger Chang led trade secrets. Taiwan has increased. In addition, Taiwan a team that represented Koninklijke Philips Attorneys have observed an increase in fil- had a trial patent prosecution highway with Electronics in a successful patent infringe- yulchon_MagAD_0426.indd 1 2013-04-26 5:22:14 ASIAN LEGAL BUSINESS 18 COVER STORY MAY 2013

ment suit against local companies Princo volving the automobile industry. Henry Wheare, Corp and Princo Optoelectronics Corp. meanwhile, leads Hogan Lovells’ impressive Meanwhile, Jones Day strengthened its trademark outfit, which works with blue-chip presence in Taiwan with the hire of partner Headed by partner Manh Hung Tran, Baker & companies including Ford Motor Company, Douglas Weinstein from Finnegan Henderson McKenzie has had a fruitful year in Vietnam. The LEGO, Panasonic and Sony Computer. Tilleke & Farabow Garrett & Dunner in October 2012. firm is actively helping clients on their enforce- Gibbins, Rouse and Pham & Associates feature Despite the departure of principal partner ment actions, and is working on several cases in- among other top-tier firms for IP in the region. Stacey Lee, who left to join the Legislative Yuan of Taiwan, Baker & McKenzie holds on to its leading position in Taiwan. Its impressive client base includes the likes of Adidas VIETNAM and Unicharm. Led by partners David Liou Patent and Grace Shao, the firm helped generic TIER 1 • Baker & McKenzie drug company Genovate obtain a favourable • Pham & Associates judgment in a lawsuit brought by a Japanese • Tilleke & Gibbins pharmaceutical company. TIER 2 • Hogan Lovells • INVENCO • Rouse • Vision & Associates Trademark/Copyright TIER 1 • Baker & McKenzie • Hogan Lovells • Tilleke & Gibbins Spotlight Firms • Baker & McKenzie TIER 2 • Domnern Somgiat & Boonma • INVENCO • Rouse • Pham & Associates • Satyapon & Partners • Rouse • Tilleke & Gibbins • Vision & Associates

Cho & Partners Intellectual Property Attorneys

Cho & Partners focuses exclusively on intellectual property matters. The firm represents primarily large multi-national companies who need and demand sophisticated advice and analysis, coupled with practical solutions and flawless implementation. The firm’s clients include the largest and most recognized companies in very diverse fields, including technology and software, luxury and fashion, general retailing, energy and chemicals, etc. The firm’s practice encompasses all aspects of intellectual property, from applications and registrations, to related administrative proceedings, litigation, as well as comprehensive enforcement programs.

• Patents, Trademarks & Copyrights • Administrative Actions • Domain Names & Internet Issues • Unfair Competition • Litigation • IP Enforcement Programs • Licensing & Distribution WWW.LEGALBUSINESSONLINE.COM : @ALB_Magazine : Connect with Asian Legal Business SPONSORED ARTICLE 19

SYCIP SALAZAR HERNANDEZ & GATMAITAN

PARALLEL IMPORTS IN

Vida M. Panganiban- THE PHILIPPINES Alindogan Partner (632) 982 3500 [email protected] www.syciplaw.com Parallel goods, or non-counterfeit goods sold by entities The Civil Code provision on unfair competition is much without the authority of the intellectual property owner, broader than the unfair competition or passing off action have long affected Philippine businesses. Unfortunately, under the IP Code. While unfair competition under the IP existing laws have provided little guidance in the matter Code requires passing-off as an indispensable element, of parallel imports. unfair competition under the Civil Code is committed through the use of force, intimidation, deceit, machination Limits of the Intellectual Property Code or any other unjust, oppressive or high-handed method The Intellectual Property (IP) Code affords remedies and subjects the offender to a damage action by the against the unauthorized use of a trademark injured party. Thus, while a parallel importer may have a (infringement) or the passing off of one’s goods as right to buy and resell the branded products in the sense Maria Christina C. Ortua those of another (unfair competition). Philippine courts that this is not prohibited by the IP Code, this importation Associate (632) 982 3500 have generally provided protection under the IP Code amounts to an abuse of right under the Civil Code and [email protected] only when the use of a competing trademark is likely to unfairly competes with the designated exclusive distributor. www.syciplaw.com mislead consumers as to the origin of the goods. Border control measures Since parallel goods are not fraudulent and cause no Aggrieved authorized distributors of branded products, deception among consumers, there appears to be no whether exclusive or non-exclusive, may seek protection cause of action available against the unauthorized against parallel imports under the border control measures distributors or retailers of these goods under the IP implemented by the Philippine Bureau of Customs (BOC). Code provisions on trademark infringement and unfair competition. Intellectual property rights (IPR), and the products covered by such rights, may be registered in the Intellectual Protection under the Civil Code Property Rights Registry of the BOC. On the basis of the Relief may be had by an exclusive distributor against the recordation, which is valid for two years and renewable distributors or retailers of parallel goods under the Civil every two years thereafter, the BOC on its own initiative Code provisions on tortious contractual interference, monitors and inspects suspicious imports to determine abuse of right and unfair competition. whether these are subject to seizure and forfeiture.

In Yu vs. Court of Appeals [217 SCRA 328, 1993], the A list of authorized or exclusive importers, licensees, or Supreme Court has recognized that the rights to perform distributors of the recorded products in the Philippines is an exclusive distributorship agreement and to reap the provided to the BOC. This information has been used by profits resulting from such performance are “proprietary the BOC to determine, among others, whether imported rights” which a party may protect. In Yu, the parallel goods are parallel or grey goods and to hold such goods importer misled the trademark owner by acquiring until the rights of the IPR holder/owner vis-à-vis the goods under the pretext that these would be shipped to consignee is further determined. Nigeria. The goods were actually shipped and sold in the Philippines. The BOC will issue alert or hold orders against suspicious imports and will notify the IPR holder/owner of the The Supreme Court held that the parallel importer’s time and place of examination of the imports. If, upon conduct of misleading the trademark owner amounts to examination of the goods, no basis is found to subject the an actionable inducement of breach of contract under goods to seizure proceedings, the alert or hold order will the Civil Code. It further held that injunction is the immediately be lifted, and the processing of the import appropriate remedy against a tortious interference of entry will immediately continue. Otherwise, the goods contracts. will be subject to seizure proceedings where the claimant, importer or the owner of the seized goods is given an In U-Bix Corporation vs. Ariancorp International, Inc. opportunity to be heard. [CA-GR CV No. 41620, 1995], damages and injunction were granted in favor of the exclusive distributor on the These border control measures have provided IPR owners finding that the parallel importer “had intruded into and or authorized distributors an effective, fast and less costly infringed upon the exclusive distributorship of plaintiff means of intercepting parallel, as well as counterfeit, for ‘Murata’ facsimile machines in the Philippines by goods well before they enter the Philippine market. More importing and selling the same products which acts importantly, these measures would seem to fill the void constitute abuse of right (Arts. 19-21, New Civil Code) and that Philippine laws have failed to address in protecting unfair competition (Art. 28, New Civil Code).” and enforcing intellectual property rights. ASIAN LEGAL BUSINESS 20 SPONSORED ARTICLE MAY 2013

IP & SCIENCE THOMSON REUTERS

STAY SMALL, THINK BIG Asian law firms are rethinking their IP management technology Ashwin Agrawal Singapore strategy to keep pace with IP filings in Asia (65) 9828 8729 ashwin.agrawal@ thomsonreuters.com

TOTAL PATENT AND TRADEMARK FILINGS IN ASIA* 3750000

3250000

2750000

Ridhma Dhar 2250000 Singapore (65) 9270 7604 [email protected] 1750000

1250000 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

Source: WIPO statistics database. Last updated: November 2012 * Total Filings (PCT and Direct) for TM and Patents, Total count by office

A surge in IP filings approaching four million in Asia by property law firm, speaking broadly about the need for 2013 has snapped law firms to attention on seeking ways up-to-date data management, pointed out that it is to handle their intellectual property data, highlighting essential. the prospect of more work in the pipeline as well as the need to upgrade to best-in-class technology as foreign “It can be a time consuming and expensive process to firms eye the same pie. have all the material you need, but it is a necessity,” Diamond said in a phone interview. “When a client calls, The stakes are high, especially for smaller law firms you have to be on point.” constrained by headcount and information technology support to keep a bespoke manual software filing system He noted that in 2011, 53,000 trademark applications up to date. In fact, one of the biggest challenges in using were made in Indonesia, with 50,000 of them being for IP asset management software is getting the property domestic Indonesian firms as the country is a first-to-file into the system, keeping it organised, and automating administrative system and relatively low cost. manual workflows. So for a practice that began in 1986, Diamond said Still, with as much as 80 percent of S&P 500’s market business has been growing by leaps and bounds not only capitalisation driven by intellectual assets, according to from foreign companies interested in Indonesia, but with consulting firm Gartner IP, having a data bank is not a domestic ones also seeing value in IP protection. luxury but a requirement. Thomson Reuters IP management solution “The demands are real-time and constant on IP-related Leading IP workflow management software, the Thomson work,” said a partner with a Singapore firm that has IP Manager, is one of the offers at hand now in Asia to recently expanded its reach to pharmaceutical firms help manage a large portfolio of intellectual property seeking to grow in Southeast Asia. “We’re talking about documents, agreements, invention disclosures, and companies that already operate in dozens of countries litigation through one centralised system. or local firms that increasingly see IP protection as mandatory. There can be no room for error.” Among the features of the software are budget forecasting, pre-built reporting templates and the For instance, Indonesia, home to the world’s fourth largest ability to develop customised workflows for enhancing population and an archipelago of more than 15,000 scalability of organisations. islands, has seen a recent surge in IP-related filings. Another attraction of the Thomson IP Manager is the Andrew Diamond, a foreign legal consultant with Jakarta- in-house expertise to help law firms convert from legacy based Januar Jahja & Partners, a boutique intellectual systems to best-in-class platforms. Real Estate Investment Partner To participate in this prestigious event contact: [email protected] | t:+971 4 343 1200 | f:+971 4 343 6003 | www.megaevents.net/islamic_banking

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t has been a difficult few years for Japanese companies. The March 2011 earthquake obliterated profits and sent investor confidence to record lows. ICoupled with unfavourable demographics and a saturated market at home, Japanese companies have sought greener pastures for M&A abroad. Southeast Asia is one region that is attracting a rapidly increasing amount of attention, boasting healthy economic growth rates, attractively low costs, and a burgeoning middle class. It is not just Japanese companies that are expanding abroad — the nation’s Big Four law firms are also expanding their physical presence overseas, with a particular focus on Southeast Asia.

GOING OVERSEAS Despite the weakening yen, Japan Inc’s foray into Southeast Asia has remained robust. “The number of M&A cases from Japan to Vietnam and the region is still increasing, even though the local economy is not necessarily very good in Vietnam,” says Hikaru Oguchi, managing partner of Nishimura & Asahi’s Ho Chi Minh City and Hanoi offices. While Oguchi and other Japanese lawyers anticipate that activity in the region will only continue to increase, it is important to note that Japanese companies are not only looking Pedestrians cross a street at Tokyo’s Ginza shopping district January 23, 2013. REUTERS/Toru Hanai at Southeast Asia. “Asia is obviously a popu- ASIAN LEGAL BUSINESS 24 JAPAN COUNTRY REPORT MAY 2013

A woman counts Japanese 10,000 yen notes in Tokyo, in this February 28, 2013. REUTERS/Shohei Miyano lar destination, but Japanese companies are The swing towards Southeast Asia also acquisitions between Jan. 1 and Mar. 20, equally looking at Western markets as well. underscores a strategy known as “China down 63 percent from the same quarter a year There are a lot more U.S. target company plus one”, which Japanese companies are earlier, while the number of deals fell by more deals than one would think,” says Takahiro adopting to lessen their reliance on China. than a third, Thomson Reuters data show. The Saito, partner at Simpson Thacher & Bartlett Japan’s Aeon, which has overseas operations slowdown overlapped with a near 20 percent in Tokyo. in China, Hong Kong, Thailand, and most tumble in the yen against the dollar since Historically, Japanese companies have recently Malaysia, also plans to open stores mid-November 2012 in a sell-off triggered turned to Southeast Asia for its attrac- in Indonesia, Vietnam and Cambodia. by the elevation of Shinzo Abe, a proponent tively low manufacturing costs. But now, “However, China will continue to be a very of aggressive monetary easing, to prime they view the region as a market to sell important country for Japanese companies. minister. The depreciation of the yen makes their products too, says Matt Komatsu, co- They still have a presence in China and it more difficult for Japanese companies to representative partner of Mori Hamada & continue to be active there, but simultane- make overseas acquisitions. Matsumoto’s Singapore office. “There are ously they want to diversify from China to In a gamble to boost growth and hit an still many Japanese manufacturers acquiring Southeast Asia,” says Hisashi Hara, head inflation target of 2 percent, the Bank of Southeast Asian companies, but recently we partner of Nagashima Ohno & Tsunematsu’s Japan (BOJ) unleashed the world’s most in- have observed a lot of activity in the retail, Singapore office. tense burst of monetary stimulus on Apr. 4, IT and logistics businesses,” says Komatsu. promising to inject about $1.4 trillion into the In November last year, Mori Hamada & NO ALTERNATIVE economy in less than two years. The BOJ will Matsumoto represented Aeon, a Japanese Despite a strong last few years, Japan Inc has buy 7.5 trillion yen of long-term government retailer, on its acquisition of Carrefour’s curtailed overseas acquisitions in the first bonds per month, and will also increase pur- business in Malaysia for 250 million euros three months of 2013. Japanese companies chases of exchange-traded funds by 1 trillion ($318 million). announced $5.5 billion worth of overseas yen per year and REITs by 30 billion yen per WWW.LEGALBUSINESSONLINE.COM : @ALB_Magazine : Connect with Asian Legal Business JAPAN COUNTRY REPORT 25

year. “The stimulus will have a good impact on the Japanese economy in general, and it will strengthen Japanese companies’ ability to be more active,” says Hara. But the monetary injection will weaken A 180 DEGREE TURN the yen further, which may dissuade some Japanese companies from their overseas ac- While a weakening yen might derail overseas deal-making to some extent, quisitions. “It might discourage people from lawyers note that on the other hand, foreign interest into Japan is picking up. considering new deals. But for the people who “There has been a lot of renewed focus on Japan as a whole, mostly from equity have, over the years, decided that they really and real estate investors. There has really been a 180 degree turn from just need to expand abroad, [deal flow] is not go- a few months ago, when everyone was pessimistic about Japan,” says Saito. ing to be too drastically tempered,” says Saito. “Although I haven’t begun to see a surge in foreign interest in doing M&A deals Indeed, no one predicts that acquisitions in Japan yet, I have a feeling things may be brewing,” he adds. will remain depressed for long. Japanese Komatsu from Mori Hamada & Matsumoto agrees: “We have been asked firms are sitting on more than $2 trillion in for assistance from Southeast Asian investors on their investments into Japan, cash and still view overseas deals as a core for example in real estate.” strategy to grow outside their mature home It is not just Southeast Asian investors that are showing renewed interest in market, reports Reuters. While recent yen Japan. In April this year, international fund MGPA Asien Spezialfonds, which volatility may have deterred some companies targets German-speaking institutional investors, made its first investments from initiating new transactions, currency in Japan, acquiring two Tokyo office buildings. Leng-Fong Lai, a partner at fluctuations will not put a dent in overseas Clifford Chance who worked on this transaction, commented in a statement: deal-making, Ken Siegel, managing partner “We are seeing an uptick in foreign investor interest in the Japanese real estate at Morrison & Foerster in Tokyo, told Reuters. investments. This looks to continue as the aggressive monetary easing policy Many in the finance and legal industry of the Japanese government is having a very positive impact on the market, agree with Siegel’s view, and add that and making Japanese real estate assets particularly attractive.” Japanese companies understand that look-

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ASIAN LEGAL BUSINESS 26 JAPAN COUNTRY REPORT MAY 2013

ing overseas is the only way to grow, and in some cases, survive. “Even with the weaker yen, Japanese companies are still very active in acquiring Asian companies, and are looking at the bigger picture,” says Hara. Due to slowly falling prices, Japan has not grown in nominal terms for two decades. Meanwhile, Southeast Asia’s economic growth will return to a pre-crisis average of 5.5 percent over

“AT CURRENT [EXCHANGE RATE] LEVELS, I DO NOT GET A SENSE THAT JAPANESE COMPANIES ARE STARTING TO CHANGE THEIR FOREIGN M&A STRATEGY. THESE COMPANIES REALLY HAVE NO ALTERNATIVE – THE DEMOGRAPHICS IN JAPAN ARE JUST NOT GOING TO CHANGE.” TAKAHIRO SAITO, Simpson Thacher & Bartlett

the next five years, according to the OECD’s REUTERS/Toru Hanai Southeast Asian Economic Outlook 2013 report. Saito agrees: “At current [exchange rate] ment is opening the country’s economy after aid from the United States in 2011 and 2012 levels, I do not get a sense that Japanese five decades of rule by the military junta. With and a two-year package of $200 million companies are starting to change their for- a land mass as large as Britain and France the European Union has pledged, reports eign M&A strategy. These companies really combined, Myanmar shares borders with 40 Reuters. have no alternative – the demographics in percent of the world’s population in India, Mitsubishi Corp, Marubeni Corp and Japan are just not going to change. A lot of China, Bangladesh and Thailand. Taro Aso, Sumitomo Corp form the Japanese side of companies, in trying to come up with a growth Japan’s finance minister, confirmed during his the joint venture developing Thilawa. Japan strategy, have been inevitably forced to look visit to Myanmar that Tokyo would waive part will also provide up to $3.2 billion in new at markets outside of Japan, and M&A is a of Myanmar’s 500 billion yen ($5.74 billion) lending to build another special economic quick way to achieve that.” debt and make a fresh loan of 50 billion yen, zone and deep-sea port in Dawei, in southern partly to kick-start construction of Thilawa, a Myanmar, which would be developed into A NEW MARKET $12.6 billion, 2,400 hectare special economic Southeast Asia’s largest industrial complex. Nonetheless, lawyers say the outbound zone and centrepiece of Japan-Myanmar re- However, Myanmar is also still reworking trend will continue, and that overseas deals lations. The deals have made Japan a major its legal system after passing new foreign are expected to pick up in the second half player overnight in the opening of Myanmar. direct investment laws last year. “Legal of 2013. The newest prospect for Japanese The part of the Thilawa package that includes reforms are rapidly changing the basic legal investors in the Southeast Asian market has debt forgiveness and refinancing adds up to framework in Myanmar. Many Japanese been Myanmar, whose new civilian govern- nearly $5 billion, dwarfing the $76 million in companies are waiting to see the result of WWW.LEGALBUSINESSONLINE.COM : @ALB_Magazine : Connect with Asian Legal Business SPONSOREDSPONSORED PROFILEARTICLE 27

Toshio Kobayashi

Toshio Kobayashi Kobayashi And Todo

Firm Profile Toshio Kobayashi, The firm was established in 1962 and is located in the Attorney at Law Chiyoda-ku district in the heart of Tokyo. Near fifty years of practice, the firm has developed a solid reputation specializing in the areas of domestic and international intellectual property and antitrust law as well as offering a wide range of legal services to our Japanese and international clients.

Members Of Firm (1) Toshio Kobayashi, Attorney at law, Patent Attorney (6) Issey Mori, Attorney at Law Admitted 1961, Japan. Education: Tokyo Commercial Admitted 2010, Japan. Education: Kobe University; College (Hitotsubashi University); Tokyo University (LLB); Law School of Keio University(LL.B); Legal Training and Legal Training and Research Institute of Supreme Court Research Institute of Supreme Court of Japan. Member: of Japan. Author: “”Management of Trademark,” Toyo Japan Federation of Bar Associations; Daini Tokyo Bar Keizai Shinpo Sha; “Directory of Industrial Property association. Languages: Japanese and English; Email: rights” Nikkan Kogyo Shinbun sha.” Practice in Trademark [email protected] Law” Seirin Shoin. Member: Japanese federation of Bar Associations; Daini Tokyo Bar Association. Public Distinctive Feature of Kobayashi and Todo as Action: The prior president of Japan License Executive a smaller boutique Society, The present vice president of Japan Trademark firm Association. Languages: Japanese and English. Practice Toshio Kobayashi has been specializing in Patent areas: Intellectual Property; International Business Law. law, Utility model law, Design law, Trademark law, Email: [email protected] Unfair competition Prevention and Copy right law on the procedures of registration thereof, the litigation (2) Terakami Yasuteru, Attorney at Law thereabout, the licensing agreement and settlement of Admitted 1975, Japan. Education: Keio such intellectual property matters. University(LL.B);Legal Training and Research Institute of At the same time, Yasuteru Terakami and Keiichi Supreme Court of Japan. Member: Japanese federation Iwashita have been specializing in Antitrust law for a lot of Bar Associations; Daini Tokyo Bar Association. of big companies in Japan and foreign countries. Languages: Japanese and English. Email: terakami@ In order to handle the IP and Antitrust mattes, lawyers ktandi.org need not only much experiences but also ever lasted study of new technology or economical change. (3) Keiichi Iwashita, Attorney at Law In this point, our law firm has self confidence to Admitted 1985, Japan. Education: Tokyo Commercial complete with the largest Japanese firms in the field of IP College ( Hitotsubashi University); Legal Training and and Antitrust. Research Institute of Supreme Court of Japan. Member: We believe fair use of IP rights controlled by antitrust Japanese federation of Bar Associations; Daini Tokyo Bar law stimulates the ongoing productions of new Association. Languages: Japanese and English. Email: inventions. [email protected] Therefore, the legal matters having relation between (4) Shin’ichi Okamura, Patent Attorney IP and Antitrust will be more and more increased. Admitted 1984 as registered Patent Attorney, Japan. Education: Chuo University (B.L); Legal Training and Research Institute of Supreme Court of Japan. Member: Japan Patent Attorney Association. Languages: Japanese and English. Email: [email protected]

A: Suite 310, Sanno Grand Building,14-2, Nagata-Cho (5) Mizuaki Sato, Attorney at Law 2-Chome,Chiyoda-Ku, Tokyo Admitted 2000, Japan. Education: Keio University 100-0014, Japan T: +81-3-3580-2036 (LL.B);Legal Training and Research Institute of Supreme F: +81-3-3580-0789 Court of Japan. Member: Japanese federation of Bar E: [email protected] Associations; Daini Tokyo Bar Association. Languages: General and International Japanese and English. Email: [email protected] Practice, Corporate, Patent, Trademark and Copyright Law, Licensing, Antitrust, Litigation. ASIAN LEGAL BUSINESS 28 JAPAN COUNTRY REPORT MAY 2013

the reform before deciding whether to make in Ho Chi Minh City in October 2010 and Hanoi investments,” says Nishimura & Asahi’s in August 2011. As this issue went to press, Oguchi. Some Japanese companies and Nishimura & Asahi announced plans to open investors are also finding it difficult to find a new offices in Bangkok and Yangon. good business partner due to the remaining While both Japanese companies and sanctions imposed by the U.S. and EU. Others law firms are greatly benefitting from their also have concerns over how Myanmar’s elec- investments into Southeast Asia, it is not tions in 2015 will affect the nation’s ongoing always smooth sailing. “The Asian market is reforms, adds Oguchi. so different from North America or western On the other hand, some Japanese com- “CHINA WILL CONTINUE Europe in the sense that each country has a panies have already started closing deals TO BE A VERY IMPORTANT different culture and different legal system. in the region. In March this year, Unicharm And generally in Southeast Asia, the rule of acquired Singapore’s CFA International COUNTRY FOR JAPANESE law has not been established so well, except Paper Products, which holds an 88 percent COMPANIES. THEY STILL in Singapore,” says Hara. “So, we must be stake in Myanmar Care Products, a sanitary HAVE A PRESENCE IN very creative in order for us to be really valu- products maker in Myanmar. The purchase CHINA AND CONTINUE able to our Japanese clients doing business will be followed by the acquisition of a 10 in Asia, and we must have good working percent stake in Myanmar Care Products TO BE ACTIVE THERE, BUT relationships with local law firms,” Hara adds. through Unicharm’s affiliate in Thailand. This SIMULTANEOUSLY THEY Competition among law firms too in marked one of the first M&A transactions WANT TO DIVERSIFY FROM Southeast Asia is fierce, presenting a further by a Japanese company in Myanmar, says CHINA TO SOUTHEAST challenge. According to Hara, Nagashima Komatsu from Mori Hamada & Matsumoto, Ohno & Tsunematsu does not compete with whose firm represented Unicharm. ASIA.” other Japanese law firms in Singapore, which HISASHI HARA, Nagashima Ohno & law firms use as a hub for the region. “The A NEW BATTLEGROUND Tsunematsu international law firms are our direct competi- Japan’s law firms too are following their tors. That is a challenge for us—to see if we clients overseas, stressing the importance can take a bigger piece of the pie of Japanese of establishing a physical presence outside companies investing into Asia,” says Hara. its borders. Mori Hamada & Matsumoto and in January this year, while Anderson Mori & Of course, says Komatsu, there are some- Nishimura & Asahi both opened offices in Tomotsune, the last of Japan’s Big Four law times uncertainties and ambiguities when Singapore in 2012 to better service Japanese firms, announced plans in March to open doing business in Southeast Asia. “But we companies on their investments abroad, as offices in Singapore and Shanghai later this think it is getting better and better year by well as to assist regional companies looking year. Nishimura & Asahi remains the only year. Our view on the coming year is that it is to do business in Japan. Nagashima Ohno Japanese Big Four law firm with offices else- going to be a good one for our clients in this & Tsunematsu opened a Singapore office where in Southeast Asia, having set up shop region.”

AIRCRAFT FINANCE TAKES OFF JAPAN’S BIG BANKS ARE FAST EXPANDING INTO GLOBAL AIRCRAFT FINANCING AND LEASING, FIND TAIGA URANAKA OF REUTERS AND KANISHK VERGHESE OF ALB

ash-rich Japanese banks are rushing Hirose, finance and aviation partner at Squire syndicated loans - as they diversify from a into aircraft finance in the hope of Sanders in Tokyo. The firm represents several lacklustre home market. Japan’s lenders, as getting fatter profit margins than Japanese airlines and low-cost carriers, as entrants to aircraft financing, also stand a straight corporate loans. Banks in- well as major banks and leasing companies, good chance of making their mark with their cludingC Sumitomo Mitsui Financial Group Inc on finance and leasing matters. European rivals in retreat, says Sasaki. (SMFG) and Mitsubishi UFJ Financial Group “We see opportunities to earn spreads we “Compared with European banks, Inc are also venturing into aircraft leasing as cannot ever charge on corporate loans,” says Japanese banks are healthy, more confident, more airlines opt out of owning fleets in favour Takeshi Sasaki, senior manager of structured and have enough liquidity,” says Hirose. Also, of leaner balance sheets. “Aviation finance is finance at Sumitomo Mitsui Trust Bank, which given the weakening yen to the U.S. dollar, a very good market at the moment, and con- set up an aircraft financing team in October Japanese banks are finding it worthwhile to tinues to be better than other areas. Japanese last year. make dollar-denominated investments into banks and leasing companies are increasingly Japanese banks are playing a bigger the aviation market, says Hirose. He adds that active in the field of financing,” says Hisao role in global finance - from trade credit to the exchange rate, as well as the stronger posi- WWW.LEGALBUSINESSONLINE.COM : @ALB_Magazine : Connect with Asian Legal Business SPONSORED ARTICLE 29

VILAF

SECURED FINANCING IN VIETNAM

Vietnam’s rapid growth has attracted investment from permit or its equivalent has been obtained, except where Vo Ha Duyen many large multinational infrastructure investors such future assets are financed with the relevant loan Managing Partner, and lenders. Despite the slow economy, Vietnam’s proceeds. Ho Chi Minh City construction real growth is forecasted to be 7.1% in 2013 [email protected] (Business Monitor International). Of strongest interest A mortgage of immovable property must be registered to to private lenders and investors are residential projects, be effective. When future assets are formed, an update power projects, oil & gas projects and non-residential registration is required. building projects. This article provides an overview of major issues of taking security in Vietnam, especially Security over contractual rights and receivables where infrastructure projects and offshore lenders are Contractual rights and receivables may be mortgaged to concerned. offshore lenders. Contractual rights and receivables may also be assigned. Mortgage vs Pledge Under Vietnamese law, in a mortgage, possession of Registration is not required for the mortgage or the secured property remains with the mortgagor. In a assignment to be effective, but is required to obtain pledge, possession of the secured property is with the priority. When a future contract (for such contractual secured party. Nevertheless, in both a mortgage and a rights or receivables) is entered into, the registration pledge, a third party may be engaged to manage/hold should be updated. Update registration for future the secured property. A mortgage generally takes effect assets is not required with respect to “goods circulated at the time agreed by the parties. A pledge takes effect in the process of manufacture and trade.” However, it’s when the secured property is physically delivered to the uncertain whether contractual rights and receivables are secured party. considered “goods” for this purpose.

Security over immovable property Security over bank deposits and accounts While there is no restriction on offshore lenders taking Bank accounts can be “mortgaged” or “pledged” to security over movable property in Vietnam, an offshore offshore lenders. A deposit certificate may be pledged, lender is not permitted to take a security over immovable in which case the secured party may request the bank to property. Immovable property is defined to cover land use block the relevant saving account. rights (LUR) and assets attached to land. Guarantee To promote foreign investment in BOT power projects, the Guarantee is quite common in Vietnam. A guarantee Prime Minister has issued a directive to permit the use of letter issued by an onshore bank must be in Vietnamese an onshore security agent to hold a security over “assets language. attached to land” in the financing of BOT power projects. Outside this context, however, the use of an onshore An infrastructure project that is considered to be of security agent for a security over immovable assets importance to the national economic development plan in favor of offshore lenders has been controversial. A or an infrastructure project that partially uses ODA funds possible legal challenge is that the security agent’s rights may be able to obtain international financing with the cannot exceed the rights of its principal (offshore lenders). Government’s guarantee. The term of such a Government guaranteed facility must be at least five years and the Under Vietnamese law, a land user which is exempt facility commitment must be at least USD10 million from land rental or which pays land rental annually (except in the case of an ODA project). may mortgage assets attached to the land, but may not mortgage the LUR. Investors often face this issue because Applicable law many investors pay land rental annually and certain types A mortgage of immovable property must be governed by HO CHI MINH CITY OFFICE of investors, such as a BOT power project investor, are Vietnamese law and is subject to the exclusive jurisdiction exempt from land rental. of Vietnamese courts. A: Kumho Asiana Plaza Saigon Suite 404 – 406, 39 Le Duan St, District 1 At the time of the financing, assets attached to land A security over movable property may be governed Ho Chi Minh City, Vietnam have not been formed. Therefore, such assets have to by a foreign law (provided that the foreign law is not T: (848) 3827 7300 F: (848) 3827 7303 be mortgaged as “future assets.” Under Vietnamese inconsistent with the “fundamental principles” of W: www.vilaf.com law, future assets that may be mortgaged or pledged Vietnamese law) if the secured party or security agent is

HANOI OFFICE include only assets formed from the loan proceeds, an offshore entity. However, with respect to a mortgage assets that are being formed at the time of the security of equity interests in a company incorporated in Vietnam, A: HCO Building (Melia), transaction and assets which have been formed but the conditions and procedures for transfer of title to such Suite 603, 44B Ly Thuong Kiet Street, registration of title is done after the security transaction is equity interests is subject to Vietnamese law. Hoan Kiem District, entered into. LUR may not be mortgaged as future asset. Hanoi, Vietnam According to the above, for construction infrastructure The choice of governance law does not affect the T: (844) 3934 8530 F: (844) 3934 8531 to be mortgaged as future assets, the construction must requirement to register the security to obtain priority in W: www.vilaf.com have begun, which may mean that the construction Vietnam if enforcement is required in Vietnam. ASIAN LEGAL BUSINESS 30 JAPAN COUNTRY REPORT MAY 2013

An All Nippon Airways Boeing 787 Dreamliner takes off at San Jose International Airport for Tokyo in San Jose, California January 11, 2013. REUTERS/Robert Galbraith

shocks like terrorism and epidemics, leasing “THE VOLUME OF BUSINESS IS INCREASING, operations are relatively insulated from such BUT THE NUMBER OF PEOPLE IN THE swings. “Even in times of difficulties, airlines INDUSTRY IS QUITE LIMITED, SO IT IS make it an utmost priority to make good on DIFFICULT FOR LAW FIRMS WHO HAVE NOT lease payments to continue their business,” says Naoki Sato, managing executive officer BEEN INVOLVED IN THIS AREA BEFORE TO at Mitsubishi UFJ Lease & Finance Co. The GET INTO THE MARKET.” firm agreed in October last year to buy U.S. HISAO HIROSE, Squire Sanders aircraft leasing firm Jackson Square Aviation from Oaktree Capital Group LLC for about $1.3 billion. Still, the true test for new entrants hoping tion of Japanese banks compared to European 2013. Boeing says airlines worldwide will to reap profits is yet to come, industry veter- banks, are two key factors fuelling Japanese need 34,000 new jets valued at $4.5 trillion ans say. Mitsui & Co, which began rebuilding demand for aircraft financing and leasing. through 2031, including replacement aircraft. its aircraft leasing operations last year, had to Banks are also drawn to aircraft financing Bank loans accounted for 28 percent of fi- shrink its business drastically when airplane because it is perceived to be safer than gen- nancing of total Boeing deliveries valued at prices plunged after the Sep. 11, 2001 attacks. eral corporate loans. In the event of a default, $30 billion in 2011, the aircraft manufacturer’s “Experience matters in aircraft leasing. It lenders recover a bigger share of the loans by data shows. needs experience to successfully repossess selling the jet. “Aircraft are gaining popularity airplanes from bankrupt airlines and find the as hard assets,” says Masao Masuda, director INSULATED FROM SWINGS next lessees,” says Kiyotaka Tanaka, manag- of state-run Development Bank of Japan’s Others are betting on the growth of aircraft ing director at Orix Corp, one of Japan’s oldest (DBJ) global aviation team. “It is relatively leasing. In 2011, leased planes accounted for aircraft leasing players. easy to forecast future asset value. Also, un- 36.5 percent of the worldwide fleet, according For law firms too, very specific experience like real estate, aircraft can be moved around, to Boeing data, up from less than 15 percent is needed in the aircraft leasing industry, says from weak markets to the strong.” 20 years earlier. Earlier in 2012, SMFG bought Hirose. He adds: “The volume of business is DBJ told Reuters recently its global aircraft RBS Aviation Capital, the world’s fourth- increasing, but the number of people in the financing business was likely to more than largest aircraft lessor, for $7.3 billion. industry is quite limited, so it is difficult for law double from an initially forecast 120 billion While the airline industry can be highly firms who have not been involved in this area yen ($1.5 billion) in the three years through volatile, subject to economic downturns and before to get into the market.” FOLLOW US ON TWITTER!

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MARINA BAY FINANCIAL CENTRE

WONGPARTNERSHIP AT SINGAPORE’S MARINA BAY FINANCIAL CENTRE – THE CENTRE OF THE ACTION

Marina Bay Financial Centre, winner of the top award in the location that would best suit the needs of our clients, lawyers Office category at the FIABCI Prix d’Excellence Awards 2012 and staff. MBFC fits the bill.” and WongPartnership, the only law firm in Asia named in “Top 30 Global Arbitration List” by the widely respected Global MBFC, sited on 3.55 ha of land, is designed by renowned Arbitration Review, have found each other as natural partners architectural firm, Kohn Pederson Fox and offers three office to be leaders in their respective fields. towers with nearly three million square feet of prime Grade A office space. Marina Bay Residences and Marina Bay Suites, Their story of coming together is a model for other law firms two luxury high rise apartments which are part of MBFC are all to learn more about. Indeed, law firms are now expanding at a within a short walking distance from the office towers. Complete rapid pace in the city-state’s property market, seeking Grade A with Marina Bay Link Mall (MBLM), MBFC fronts a stunning space to serve clients across Southeast Asia with Singapore as waterfront park, making it a key landmark in Singapore’s new a hub. CBRE Research shows that the average space taken up downtown. The wide array of dining and shopping options offer by a large law firm in Singapore stands at 19,000 square feet the working professionals the perfect place to hold business today from 10,000 square feet six years ago. WongPartnership meetings, or to simply unwind after office hours. fits that bill as a major and growing firm that handles high- profile litigation and international arbitration matters. It Located close to the Central Business District at Raffles Place also leads in cross-border mergers and acquisitions, capital and connected to four major MRT lines, MBFC offers a new markets, banking and financial transactions. and better space option to many companies choosing to consolidate their operations under one roof. The integrated Marina Bay Financial Centre (MBFC) has unique features development boasts state-of-the-art infrastructure, world to meet the demands of expanding businesses like class facilities and services to meet all business needs. WongPartnership. The large floor plates allow for flexibility in meeting the needs of tenants from diverse industries. With “At MBFC, we comfortably house everyone over three floors with the flexibility, MBFC has shifted the gravity of Singapore’s room for expansion. We’ve also increased the capacity of our commercial district attracting a formidable list of companies seminar and meeting rooms to better serve all our clients’ needs from commodities, energy and resources trading to technology and to support our expanding business,” said Ms Eng. “More industries. importantly, now that we are all under one roof after several years of being in two different offices, it would, undoubtedly, Joint Managing Partner of WongPartnership Ms Rachel increase our efficiency and foster closer bonds with each other.” Eng, said the great building features were only the first step however in selecting the right space. “Moving into a new office The convenient and seamless transport links that lay the Website: www.mbfc.com.sg is a long-term commitment. We were looking for an ideal city at one’s doorstep make WongPartnership’s foresight in WWW.LEGALBUSINESSONLINE.COM : @ALB_Magazine : Connect with Asian Legal Business SPONSORED ARTICLE 33

MARINA BAY FINANCIAL CENTRE

choosing the site a testimonial for both the new downtown and Singapore.

QUESTIONS: The decision to move to MBFC must have been a process with a lot at stake. What stood out about MBFC? Singapore has grown and positioned itself as a major financial centre. At WongPartnership, a large part of our work involves supporting corporates and financial institutions.

We have seen a 30-fold increase in lawyers in our two decades. With over 270 lawyers and approximately 450 people in total, we couldn’t house everyone under one roof and ended up having two office locations, which was not ideal.

Two years ago, when it was time to review the lease of our existing offices, we took the opportunity to look for office space that was big enough to accommodate our size and at the same time, still be in the heart of the central business district.

We reviewed several commercial buildings and decided on between floors. Can you please take us through the thinking on MBFC as a great fit for us. More importantly, MBFC was able the finished office? to work with us to coordinate the timing of our office move. A staircase connects the three floors that we’ve taken. This Key factors that clinched the deal were MBFC’s location in is to promote ease of flow for everyone, encourage the level Singapore’s new downtown, prime Grade A office space, of interaction and promote a cozier atmosphere at work. We tenant-centric design offering the best in form and function, view this as a costly but worthwhile investment in creating big floor plate of 30,000 square feet and accessibility for all camaraderie at work in addition to several lounges that we our clients. have built for rest and recreational purposes.

How has the experience been with MBFC since the move for the Has MBFC exceeded your expectations? company, its stakeholders and its employees? Yes. It has been a pleasure to work with Raffles Quay Asset After several years of being in different offices, everyone was Management (RQAM), as they are professional and helpful. looking forward to being under one roof again! Overall, it has After we signed our commitment to take up the lease at MBFC been an exciting and positive experience for all. We can feel three years ago, RQAM maintained in regular contact with us the buzz which the office towers at MBFC exudes each day. to address any concerns we had and to help us plan.

What else is there about MBFC do you think makes it Asia’s Moving close to 500 people from different locations involve Best Business Address? complex and detailed logistical arrangements, and with The government’s master plan for Marina Bay (http://www. RQAM’s support, our move went smoothly. marina-bay.sg/vision.html) aims to encourage a mix of uses, including commercial, residential, hotel and entertainment, to Singapore’s skyline changes almost daily and MBFC has ensure the area remains vibrant round the clock. become a focal point. Do your clients comment on the site and what kind of feedback do they give if so? Against this backdrop and MBFC’s tenant-centric design, we On the skyline, we’ve heard comments like “breathtaking” and enjoy greater convenience in our daily lives. There’s a great “spectacular”. It reflects the unique location of the MBFC site choice of food – this is Singapore after all – and it ranges from and the beautiful views it offers all round. Clients appreciate food courts to high-service restaurants where we can dine our meeting rooms of different sizes as well as our well and entertain clients over lunch, drinks or dinner. Singapore’s designed seminar rooms. MRT trains are easily reached by underground and sheltered walkways connected to MBFC, meaning a rainy day doesn’t crumple a nicely-pressed suit. And when the Downtown Line is RACHEL ENG ready by end of 2013, we will just zip down the elevator to the Joint Managing Partner station located at MBLM. Rachel is a capital markets specialist who is consistently How have the employees at WongPartnership benefitted? ranked top tier in highly regarded legal directories. She is a At WongPartnership, we care very much for our lawyers and statutory member nominated by the Minster for Law to sit staff. Being a recipient of the “Silver Singapore HEALTH Award” by Health Promotion Board of Singapore (a national on the Law Society Council. She also sits on the board of recognition to organisations with commendable Workplace Singapore Accountancy Commission; Singapore Management Health Promotion programmes) is a testament to our University’s Law School Advisory Board and is the Co-Chairman of the Capital commitment. Markets Forum of the International Bar Association.

Being in Marina Bay will no doubt complement our efforts to ABOUT WONGPARTNERSHIP encourage lawyers and staff to lead healthy and vibrant lives. WongPartnership’s reputation as a major provider of regional and international legal Our lawyers and staff will hopefully be encouraged to take services in the Asia Pacific is forged on the back of its dynamic energy and ability to morning or evening jogs round the bay. respond to its clients’ needs. Besides Singapore, China and Middle East where the firm’s offices are based, the firm is actively involved in cross-border work spanning MBFC can accommodate a completely open office space which Indonesia, Malaysia, Myanmar, Thailand and other parts of South East Asia. WongPartnership has utilized tastefully, including a staircase ASIAN LEGAL BUSINESS 34 OFFSHORE MAY 2013 OFFSHORE CHOICES AS OFFSHORE FINANCIAL CENTRES COMPETE WITH EACH OTHER FOR NEW BUSINESS, THEY ARE PROMOTING THE SPECIALTIES THEY HAVE DEVELOPED OVER TIME. AND WHILE THEY TEND TO OFFER A GENERALLY SIMILAR CORPORATE ENVIRONMENT, THERE ARE IMPORTANT CHARACTERISTICS THAT SET THEM APART FOR PROSPECTIVE CLIENTS, FINDS RAGHAVENDRA VERMA

REUTERS/Darrin Zammit Lupi

f you are a golfer, go to Bermuda; if you SPECIALISATION India and Africa, there are Jersey, Guernsey are a sailor, come to BVI (British Virgin Despite the overall similarities, these centres and the Isle of Man who score over the oth- Islands); and if you are a diver, go to are known for holding expertise relating to ers when the investments are bound for the Cayman (Islands). particular branches of corporate transac- United Kingdom. IThis old Caribbean saying, perhaps said tions. For example, the BVI is regarded as jokingly, highlights the fact that choosing a a good choice for aircraft leasing, shipping ADAPTATION destination for an offshore vehicle could even investments, mergers and acquisitions, Tax structuring, flexibility and ease of corpo- come down to personal preferences. holding companies and shareholders’ rate governance and shareholder protection A level playing field among these centres agreements. Cayman attracts most invest- are driving the trend for the increasing usage is maintained by their efficient corporate ments from hedge funds and securitisation of offshore holding structures, says Jonathan friendly administration, optimised service vehicles. Bermuda is popular for insurance, Culshaw, Asia managing partner of Harneys, delivery mechanism, attractive tax benefits, and the Isle of Man for private aviation. based in Hong Kong. flexible statutes and ever-present willingness While Mauritius banks on the benefits of its No wonder then that the competition to adapt and evolve. tax treaties for attracting investments into among these centres is also growing. “If one High Level Representation. Impressive Results.

Founded in 1928, Conyers Dill & Pearman provides full service advice on the laws of Bermuda, British Virgin Islands, Cayman Islands and Mauritius.

BERMUDA BRITISH VIRGIN ISLANDS CAYMAN ISLANDS DUBAI HONG KONG LONDON MAURITIUS SINGAPORE conyersdill.com ASIAN LEGAL BUSINESS 36 OFFSHORE MAY 2013

Tourists sit in a hotel pool side bar along Seven Mile Beach in George Town, Cayman Islands. REUTERS/Gary Hershorn jurisdiction has an advantage, the others dominate structuring decisions and the jurisdiction to use, guided by past experi- copy it quickly,” says Robert Briant, partner selection of an offshore financial centre. ences or by the recommendations of friends and head of the BVI office of the offshore law John Rogers, managing partner of Walkers’ and business partners. firm, Conyers Dill & Pearman. Singapore office, says that these key factors However, persuasive arguments could In fact, many offshore centres make an include the overall cost, establishment and still be effective in changing perceptions. active effort to ensure that their laws and incorporation fees, laws derived from English Stephen Adams, the BVI specialist partner at regulations are competitive. According to common law principles, stability of courts Bedell Cristin in Singapore, is quite confident John Melia, a partner at Appleby’s Hong and right to appeal to English law courts, that the versatility of his home jurisdiction Kong office, the legislators and the industry investor friendliness and political stability. can take on any challenge. “Often, people professionals in these centres are always on Furthermore, he says that there are two are surprised to know the number of things the lookout for innovations in other jurisdic- fundamental considerations, “whether they one can do in the BVI,” he says, “once they tions that could be adopted by them. are tax neutral jurisdictions like Cayman are educated about it, they tend to use it even There are plenty of such innovations to and the BVI, or have a network of double when they had originally thought that they attract offshore clients. Cayman Islands tax treaties like Ireland and Mauritius.” The were going to do something else somewhere Companies (Amendment) Law, 2011, for ultimate decision, according to him, will often else.” example, even includes a provision that be influenced by what is the most tax efficient Indeed, the popularity of the BVI as an off- allows companies to have dual names in structure for a particular transaction. shore centre shows up in its impressive statis- non-Roman scripts such as Chinese. “The tics. With a small population of 28,000 and revisions introduced many of the enhance- MAKING THE CHOICE a GDP of little more than $1 billion, it had a ments requested by Cayman’s client base of The choice of the jurisdiction is often made registry of 459,000 companies in December sophisticated and institutional investors,” by one or more of the lawyers, accountants, 2012. Forty four thousand of these were set says Nathan Powell, Hong Kong-based part- investors or financial advisers when a deal up in the preceding nine months only. In ner at Ogier, “it gives flexibility for Chinese requires payment flows across borders, says comparison, the number of companies reg- clients, who find it attractive and useful.” Rogers. istered in the U.S. state of Delaware is over a However, a number of key factors for According to Melia, clients frequently million, which is half of all the publicly traded choosing an offshore centre continue to make their own decisions as to which offshore companies in that country. HARNEYS | Hong Kong

Consistently ranked as the leading law rm in the British Virgin Islands by independent legal directories, Harneys’ depth of knowledge and experience in the BVI is unmatched. Complemented by our fast-growing, responsive and experienced Cayman team and the largest o shore litigation practice in Asia, our full-service o ering in Hong Kong is well-placed to advise Asian clients on the laws of BVI and Cayman Islands. For more information about our BVI and Cayman practices in Asia, please contact our Asia Business Development Manager, Jeannie Leung at +852 3195 7200 or [email protected].

British Virgin Islands Montevideo Sub-Saharan Africa www.harneys.com Russia, CIS & CEE Cayman Islands Hong Kong Brazil Cyprus London Mauritius Anguilla New Zealand ASIAN LEGAL BUSINESS 38 OFFSHORE MAY 2013

People walk out of a branch of the Cayman National Bank in George Town, Cayman Islands. REUTERS/Gary Hershorn

Not just the BVI, but Cayman is also one of ground to Cayman, says Powell. According the favourites for Asian clients, says Briant. to him, there is a perception among Asian He calls these two jurisdictions “centres of businessmen that setting up a company in excellence” as they have many lawyers and Bermuda is slightly more difficult and expen- service providers. sive. “Whether this perception is fair or not, Powell too considers Cayman as an it does not matter,” he says. extremely popular destination for stock According to Andy Randall, manag- exchange listing in Hong Kong and pre-IPO ing partner of Walkers’ Hong Kong office, restructuring and investments. Though the Bermuda is paying the price for being stag- “FROM A GLOBAL number of registered companies in Cayman nant and inflexible and continues to lose ECONOMIC PERSPECTIVE, is far less than the BVI - around 93,000 - it traction in Asia. At the same time, he says has 10,871 registered funds, which is still an that Jersey, a small British dependency off WE MAY BE AT THE POINT impressive figure for a territory with a popu- the coast of France, has tried hard to market WHERE THE OFFSHORE lation of 54,000 and a GDP of $2.8 billion. itself in Asia, and is also experiencing some JURISDICTIONS WHICH Bermuda is another established offshore success. CAN SERVE A MATERIAL name from the Caribbean, and until five “Given the historic ties between Europe years ago, was counted amongst the top and Jersey, the investments within Europe FUNCTION IN THE GLOBAL destination for Asian clients. It still remains have, in a number of cases, favoured the use ECONOMY HAVE ALREADY the favourite for insurance- related work with of Jersey vehicles,” says Rogers. According BEEN ESTABLISHED.” $107.6 billion worth of gross premium written to him, in the last year, there has been sub- and assets holding of $452.2 billion as of stantial increase in the investments flowing JONATHAN CULSHAW, Harneys December 2011. The number of Bermuda- from Asia into Europe. This includes both registered companies in December 2012 sovereign wealth and private investment into stood over 12,500. London’s property market, he says. However, Bermuda has fallen off from Jersey, with a population of 97,000, has the list of preferred overall centres and lost more than 32,500 registered companies 8 OFFSHORE JURISDICTIONS 1 GOAL

Behind the facts and fi gures, you will fi nd one cohesive fi rm. Appleby: one of the world’s largest offshore law and fi duciary groups. With strong connections and skilled teams, we deliver a seamless service across jurisdictions, sectors and international borders. It’s this combination of talent and global presence that sets us apart. CONNECTING THE RIGHT PEOPLE AND PLACES

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Tourists walk on Seven Mile Beach at sunset in George Town, Cayman Islands. REUTERS/Gary Hershorn and 1,388 funds with the net asset value of offshore jurisdictions is often limited, says blow, there is likely to be a knock-on effect funds under administration being $293 bil- Culshaw. “One can copy the laws of other on its corporate services.” lion. According to official figures released by jurisdictions, but it takes time to develop Furthermore, according to Briant, a prob- Jersey Finance, the deposits in its 42 banks the deep pools of skilled lawyers, accoun- lem similar to that in Cyprus cannot happen stood at $231 billion in December 2012, but tants and other service providers which are in the BVI as it does not have a large banking only 4 percent of them were from the “far required to properly service transactions on industry. east.” a timely basis,” he says. Undoubtedly, financial and political in- Guernsey, with a population of 65,000, In the absence of material Unique Selling stability could have a big negative impact on has $420 billion as the net asset value of Points, these new centres try to compete the future of any offshore jurisdiction. “One funds under management. The Indian Ocean on cost, but are still struggling to make a fact that unites BVI and Cayman is that they state of Mauritius, on the other hand, is much headway. “For a material commercial deal, are prosperous and stable microstates with bigger in size with 1.3 million people and a a few hundred dollars here and there is not small, affluent populations isolated to some GDP of 9.8 billion, but has only little more going to make a difference,” says Culshaw. extent from global economic and political than 10,000 registered companies including Despite a strong negative outlook and ad- turmoil by not being part of any major politi- global funds. verse market conditions, some lesser known cal or economic grouping,” states Culshaw. offshore centres have managed to find a foot- Furthermore, he says that their dependence EMERGING CENTRES hold. Culshaw says: “In spite of the banking on offshore business restricts them from New offshore financial centres continue crisis in Cyprus, our office there continues to bringing in any material change in their to market themselves to the international see a steady flow of new instructions related laws and tax structure, which is adverse to investment community as more sets of to corporate and finance transactions involv- the investors. islands look to diversify their income and at- ing Cyprus companies.” The benefits can extend beyond the tract cross-border investment, says Rogers, Briant also says that the Cyprus banking usual range of accountants, fiduciaries and although he adds that the businesses and crisis may not affect the island’s corporate lawyers. “Many of these jurisdictions attract investors are reluctant to take undue risks by services. “The link between the banking and property investments and investments in the investing through untested vehicles. the corporate services is tenuous,” he says, leisure sector, as well as provide berths for The transaction support in these newer “however, as the jurisdiction has suffered a luxury yachts.”

ASIAN LEGAL BUSINESS 42 OFFSHORE MAY 2013

The Mont Orgueil Castle is seen behind an island flag at Gorey Harbour in Jersey. REUTERS/Toby Melville

MARKETING the jurisdictions that they offer. “We support the business,” he says, emphasising that it To be relevant and popular in the region, the the efforts, and work in conjunction with the is always better to engage a law firm with a emerging centres need to market their juris- governments of all the jurisdictions that we broad coverage. Appleby practises the laws diction in the most effective way. According offer.” of eight jurisdictions including Bermuda, to Randall, there is no substitute for being Rogers says that law firms have a role Cayman, BVI, Jersey, Guernsey, the Isle of on the ground in the Asian time zone and to work with governments and government Man, Mauritius and the Seychelles. outlining to clients the benefits of a given bodies to increase demand for the jurisdiction Multijurisdictional law firms further in- jurisdiction. they offer, as well as to deliver high-quality crease their appeal by placing lawyers from In fact, even the BVI government has an- and responsive legal advice. different jurisdictions in one office. “The nounced that it is going to open a representa- However, the question remains that given reason why we have the BVI and Cayman tive office in Hong Kong. Culshaw says that the similarity of services and structures of- lawyers practising in Hong Kong is to service the new office could assist in promoting the fered by most offshore centres, how do these our Asian clients who can speak to them various uses of BVI business companies and big law firms maintain an objective balance during the local business hours,” says Melia. trust structures, and should act to stimulate while promoting all of them at once? Appleby is not the only one to serve an additional interest in the jurisdiction. “It According to Melia: “We try to be agnostic its clients in this fashion and according to was overdue as much of the BVI’s offshore about recommending which jurisdiction the Culshaw of Harneys, the demand for direct business has been sourced from Asia, and client should use.” We have such a broad access to offshore lawyers within the same historically, the hub for much of that work jurisdictional footprint that we are able to time zone first came from clients. “They of- has been Hong Kong,” he says. mix and match products in order to deliver ten also prefer to get advice in Cantonese or Jersey already has a representative of- the best possible outcome to our clients.” Mandarin which we can offer from our Hong fice in Hong Kong, while Guernsey has one Melia also says that law firms catering to Kong office,” he says. in Shanghai. only one offshore jurisdiction work with the Satisfying those demands has led to a It is not just government officials who try handicap of not being able to offer all the substantial growth in Harneys’ core legal to increase the awareness of their jurisdic- options to their clients. “There is always the services, says Culshaw, and its Hong Kong tions. According to Rogers, law firms also temptation to sell the structures based in office has expanded to include five partners see themselves partly as representatives of their jurisdiction, as otherwise they will lose and 25 fee-earners. LOOKING FOR A CHANGE?

Post your CV online and let your new life come to you ASIAN LEGAL BUSINESS 44 OFFSHORE MAY 2013

The village of Gorey Harbour and Mont Orgueil castle are seen in Jersey. REUTERS/Toby Melville

The importance of physical presence “Costs are important for smaller businesses in Asia is also recognised by lesser known and funds, which are always looking for the offshore centres targeting the region. In hardest bargain,” he says. August 2011, Collas Crill became the first The intricacies relating to the use of off- law firm from Channel Islands to open its shore financial centres are the main topics Asian office in Singapore. From there, it of discussion at the yearly China Offshore offers Channel Islands’ legal services in Summit organised in Beijing and Shanghai. corporate, funds and trusts. Later in January “The sole purpose of these conferences is 2012, Mourant Ozannes, a Guernsey-based to make people aware of the nature of the law firm, opened its office in Hong Kong. “OFTEN, PEOPLE ARE offshore structures and the various ben- According to Randall, Ireland too is gaining SURPRISED TO KNOW THE efits of using them,” says Culshaw, “it was strong momentum in the regional funds and interesting to note that the 2012 Shanghai finance sectors. NUMBER OF THINGS ONE conference attracted over 400 delegates Doing business through Channel Islands CAN DO IN THE BVI. ONCE evidencing the growing interest throughout is perceived to be more expensive and clients THEY ARE EDUCATED PRC (Peoples Republic of China) in offshore.” are less familiar with the jurisdiction, says ABOUT IT, THEY TEND TO The demand for the use of offshore-relat- Culshaw. ed work is clearly on the rise in Asia, but the However, according to Powell, whenever USE IT EVEN WHEN THEY jury is still out on the dynamics of the supply there is a requirement of travelling for board HAD ORIGINALLY THOUGHT side. According to Culshaw, “from a global meetings, people tend to choose Channel THAT THEY WERE GOING economic perspective, we may be at the Islands or even Luxembourg, although he TO DO SOMETHING ELSE point where the offshore jurisdictions which adds that physical presence is required only can serve a material function in the global in a few bespoke structures. SOMEWHERE ELSE.” economy have already been established.” Regarding the cost incurred in other juris- STEPHEN ADAMS, Bedell Cristin However, in Briant’s view, the global mar- dictions, Melia says that BVI and Seychelles ket can sustain several offshore jurisdictions companies are very competitively priced. each with its own set of specialisation. WWW.LEGALBUSINESSONLINE.COM : @ALB_Magazine : Connect with Asian Legal Business SPONSORED ARTICLE 45

IPP

MALTA AS AN OFFSHORE JURISDICTION FOR PRIVATE CLIENT FINANCIAL PLANNING Until a few years ago, Malta was to me, simply a nice early (and most significantly without attracting a 55% holiday destination with an interesting history. I have fond tax!). These are of course subject to many different factors. memories of visiting the Mediterranean isle in 2003, which However, without going into these details, it is clearly was part of the British Empire until 1942. The weather was evident that Malta is now an attractive financial centre for lovely, the cuisine delectable, the scenery beautiful, and this particular financial planning need. Aside from these the local people most friendly. The only finance related pension planning benefits, relevant to only some, and information I was aware of was that it was close to joining changeable in many different circumstances, the structure the EU (which it did in 2004). and reputation of the regulator and financial bodies on the island are providing peace of mind and another reason Recently though, I find Malta popping up more and why Malta is becoming a more important offshore financial more frequently into my inbox. After much research, I am centre than ever before. The MFSA regulates the pension Ian James Pryor Managing Partner delighted to discover that Malta now means far more to industry and makes Malta more attractive than other Expat Advisory Group, IPP me than just a country with a fine national dish of stewed domiciles that have a ‘self-regulating’ pensions industry. Financial Advisers Pte Ltd rabbit! It is now very much a premier offshore jurisdiction (65) 6511 8807 for financial services. I mentioned earlier a more significant area. We have (65) 6511 8805 discussed Malta as having growing importance for the [email protected] Malta has attracted hedge fund managers and fund management world, and also for the small world [email protected] www.ippfa.com/eag administrators to the island. According to the MFSA (Malta of QROPS. But, now to information that is still pension Financial Services Authority), as at the end of 2012, total related, but possibly so much more considerable than Net Asset Value of funds domiciled in Malta was just under QROPS. What if there was an International US Pension €10 Billion across some 500 funds (including sub-funds). available, one where a US tax payer, resident abroad, This is big growth when there were just 211 registered funds could accumulate income and gains derived from savings, back in December 2007. without US tax liabilities? Wouldn’t that be great? Further more, what if, through taking pension payments via an Malta is thus clearly growing as an offshore financial initial lump sum and subsequent, specifically planned, centre. Looking at one particular area that has become a programmed withdrawals, it was possible to frank untaxed larger market and better known in recent years, QROPS income and gains against these payments, thus providing (Qualifying Recognised Overseas Pension Schemes), you an absolute saving in US taxes? Wouldn’t that be even would be mistaken to think Malta was largely irrelevant. better? Well it exists, and yes, you guessed it, via… … QROPS is a term which many of us who are expatriate Malta! It is a complicated process, made possible by Brits, or have previously worked in the UK, are familiar the US-Malta Double Taxation Agreement, but if set up with. Either we have a ‘frozen’ UK pension, or know correctly, it can be a tax-efficient savings vehicle and also someone that has, or we have at least heard the term in allows for benefits to be taken that are not subject to either press. They have become popular as there are numerous US Federal taxes, or Maltese withholding taxes. potential benefits in moving a UK pension to a QROPS. In some circumstances, it can be possible to save huge We’ve spent many man hours researching this, and tapped amounts of tax, not to mention more options in asset into countless resources from tax advisers, lawyers, allocation, and greater flexibility in when, how, and how insurance companies, and other financial institutions. I much benefit one can take from their pension, and leave to am confident that this will be extremely attractive to their beneficiaries. HMRC provides a list on their website high-net-worth Americans working overseas, and, will of pension schemes that have notified them that they meet put Malta clearly on the map for more than just the fund the criteria to become a QROPS. At the time of writing, of management industry and UK pension holders! There the thousands on there, just thirteen are Malta based. So are so many restrictions for Americans abroad, and the why am I getting excited about Malta? The reason is not introduction and implementation of FATCA of late has just the number of schemes that qualify as a QROPS, it is made even basic investing, challenging for some. I see this more the strength of the arguments for Malta as a QROPS revelation as a rare piece of good news for US tax payers. jurisdiction versus some others. Furthermore, it is not just It is an opportunity, again, not for everyone, however in the area of QROPS planning, that affects just a handful those who will realistically need to accumulate $1 million of us working abroad, but in another area altogether, for retirement, should definitely look into this pension that affects many more of us, and potentially many of our option as this amount makes the specific withdrawal mutual clients. program workable. The 401k, a great pension platform, should be utilised to the max, however there are caps and Staying with QROPS for now, Malta is arguably one of restrictions when non-resident that mean that alternatives the most desirable QROPS jurisdictions currently, due need visiting. With the development of a Malta based to the possible benefits for the individual pension holder International US Pension, I see Malta growing from minor - the human being with the UK pension that moves it significance to major significance as a result. offshore into a QROPS. The advantages of doing this could potentially be as significant as being able to access Professional advice should definitely be sought, and as pension benefits earlier, being able to access a larger lump with all pensions, savings, and investments, ensure a sum at pension commencement (not taxable), paying less professional wealth manager is looking after the actual or even possibly no income tax on regular benefits, and pension portfolio for with, in accord with your wishes and being able to control who get the benefits should you die risk profile. ASIAN LEGAL BUSINESS 46 LAW AWARDS MAY 2013

THE RITZ-CARLTON, TOKYO - 5 JUNE

THE FINALISTS REVEALED!

NOW IN ITS 9TH SUCCESSFUL YEAR, ALB JAPAN LAW AWARDS 2013 RECOGNISE THE EXCELLENCE AND OUTSTANDING ACHIEVEMENTS OF JAPAN’S LEADING LAW FIRMS AND IN-HOUSE LEGAL TEAMS, AS WELL AS THE TOP DEALS AND DEALMAKERS OF 2012. CONGRATULATIONS TO ALL THE DESERVING FINALISTS ACROSS 26 CATEGORIES.

Banks: Bank of America Merrill Lynch; Barclays Bank; Nomura DEAL Accountant: Ernst & Young ShinNihon Mitsui Sumitomo Insurance AWARDS Company US Dollar-Denominated Subordinated Note Offering Debt Market Firms: Mori Hamada & Matsumoto; Nagashima Ohno & Tsunematsu; Simpson Deal of the Year Thacher & Bartlett; Sullivan & Cromwell ING Tokyo Pro Bond Market Listed Banks: Bank of America Merrill Lynch; Goldman Bonds Sachs; JPMorgan; Nomura Securities New York Firms: Baker & McKenzie (Gaikokuho Joint Accountant: KPMG Azsa Enterprise); Clifford Chance; Nishimura & Asahi Banks: Barclays Capital Japan; Daiwa Mizuho Financial Group Securities; Mizuho Securities; Nomura Securities Subordinated Note Offering Accountant: Ernst & Young ShinNihon Firms: Linklaters Tokyo; Maples and Calder; Nagashima Ohno & Tsunematsu; Simpson Japan Finance Corporation Thacher & Bartlett Guaranteed Bond Issuance Firms: Nagashima Ohno & Tsunematsu; Nippon Life Insurance Company Sullivan & Cromwell; Thompson Hine US Dollar-Denominated Subordinated Notes Issuance Japan Finance Organisation for Firms: Anderson Mori & Tomotsune; Municipalities Medium Term Note Davis Polk & Wardwell; Mori Hamada & Programme Matsumoto; Sullivan & Cromwell Firms: Clifford Chance; Nagashima Ohno & Banks: Citigroup; JPMorgan Tsunematsu Accountant: Deloitte Touche Tohmatsu WWW.LEGALBUSINESSONLINE.COM : @ALB_Magazine : Connect with Asian Legal Business LAW AWARDS 47

Qatar Petroleum Samurai Bonds Mizuho Securities; Nomura International; for International Cooperation; Korea Trade Issuance Nomura Securities; UBS Insurance Corporation; Mizuho Corporate Firm: White & Case Accountant: Ernst & Young ShinNihon Bank; Nippon Export and Investment Insurance; Sumitomo Mitsui Banking Sony Corporation Zero Coupon All Nippon Airways PO Corporation; The Bank of Tokyo-Mitsubishi UFJ Convertible Bonds Issuance Firms: Anderson Mori & Tomotsune; Firms: Linklaters Tokyo; Nagashima Ohno & Linklaters Tokyo; Mori Hamada & Jorf Lasfar IPP Expansion Tsunematsu Matsumoto; Simpson Thacher & Bartlett Firms: Linklaters Tokyo Banks: Deutsche Bank Group; Goldman Banks: Export Import Bank of Korea; Japan Sumitomo Mitsui Banking Sachs (Japan); JPMorgan Securities Japan; Bank for International Cooperation; Nippon Corporation Rule 144A/Regulation Nomura Securities Export and Investment Insurance S Bond Offerings Accountant: Ernst & Young ShinNihon Firms: Davis Polk & Wardwell; Nagashima Sierra Gorda Copper and Ohno & Tsunematsu; Simpson Thacher & Daiwa House REIT Investment Molybdenum Mine Project Bartlett Corporation IPO Firms: Atsumi & Sakai; Baker & McKenzie Banks: Bank of America Merrill Lynch; Firms: Anderson Mori & Tomotsune; Mori Amsterdam N.V.; Morrison & Foerster; Barclays Bank; Citigroup Global Markets; Hamada & Matsumoto; Simpson Thacher & Nishimura & Asahi; Philippi, Yrarrázaval, Goldman Sachs; SMBC Nikko Securities Bartlett; Sullivan & Cromwell Pulido & Brunner Ltda Banks: Morgan Stanley; Nomura Sumitomo Mitsui Banking International; UBS Tokyo Electric Power Company Corporation Section 3(a)(2) Bond Accountant: KPMG Azsa Preferred Shares Issuance Offerings Firm: Nagashima Ohno & Tsunematsu; Firms: Davis Polk & Wardwell; Nagashima GLP J-REIT Global IPO Nishimura & Asahi Ohno & Tsunematsu; Simpson Thacher & Firms: Allen & Gledhill; Anderson Mori & Bartlett Tomotsune; Morrison & Foerster; Nagashima TonenGeneral Sekiyu K.K. Acquisition Banks: Bank of America Merrill Lynch; Ohno & Tsunematsu; Nishimura & Asahi; of ExxonMobil Yugen Kaisha Barclays Bank; Citigroup Global Markets; Sullivan & Cromwell Firm: Nagashima Ohno & Tsunematsu; Goldman Sachs; SMBC Nikko Securities Banks: Citigroup; Goldman Sachs; Nishimura & Asahi Accountant: KPMG Azsa JPMorgan; Nomura; UBS Accountant: KPMG Azsa M&A Deal of the Year Takeda Pharmaceutical Debt Offering Japan Airlines Global IPO Ajinomoto Co Transfer of All Firms: Anderson Mori & Tomotsune; Firms: Anderson Mori & Tomotsune; Shares of Calpis to Asahi Group Simpson Thacher & Bartlett; Sullivan & Nagashima Ohno & Tsunematsu; Simpson Holdings Cromwell Thacher & Bartlett; Sullivan & Cromwell Firms: Mori Hamada & Matsumoto; Banks: Bank of America Merrill Lynch; Banks: Bank of America Merrill Lynch; Daiwa Nagashima Ohno & Tsunematsu Citigroup; JPMorgan; Morgan Stanley; Capital Markets Europe; Daiwa Securities; Nomura Mizuho Securities; Morgan Stanley; SMBC Alibaba Share Repurchase Accountant: KPMG Azsa Nikko Securities Firms: Morrison & Foerster; Skadden, Arps, Accountant: KPMG Azsa Slate, Meagher & Flom; Wachtell, Lipton, The Export-Import Bank of Korea Rosen & Katz Notes Offering Energy & Resources Bank: Raine Firms: Cleary Gottlieb Steen & Hamilton; Davis Polk & Wardwell; Shin & Kim Deal of the Year Dai-ichi Life Strategic Alliance Banks: Bank of America Merrill Lynch; BNP Freeport LNG Liquefaction Facility with Janus Capital Paribas Securities; Citigroup Global Markets; Firms: King & Spalding; Morrison & Foerster Firms: Davis Polk & Wardwell; Paul, Weiss Daewoo Securities; Deutsche Bank Group; Bank: Mizuho Securities HSBC; The Royal Bank of Scotland; U.S. Ichthys LNG Project in Australia Bancorp Investments Firms: Allen & Overy Gaikokuho Kyodo Jigyo Daikin Industries Acquisition of Accountant: KPMG Samjong Horitsu Jimusho; Allens Arthur Robinson; Goodman Global Ashurst; Clayton Utz; Herbert Smith Firms: Blake Cassels & Graydon; Davis Polk Equity Market Freehills; Hogan Lovells; Latham & Watkins & Wardwell; Mori Hamada & Matsumoto; Gaikokuho Joint Enterprise; Squire Sanders Osler Hoskin & Harcourt; Shearman & Deal of the Year Banks: Atradius Dutch State Business N.V.; Sterling; Simpson Thacher & Bartlett Activia Properties IPO Australian and New Zealand Banking Group Banks: Bank of America Merrill Lynch; Firms: Anderson Mori & Tomotsune; Limited (ANZ); Commonwealth Bank of Barclays; Daiwa Securities; GCA Savvian Morrison & Foerster; Nagashima Ohno & Australia; Compagnie Francaise d’Assurance Group Corporation; JPMorgan; Mitsubishi UFJ Tsunematsu; Sullivan & Cromwell pour le Commerce Exterieur; Euler Hermes Morgan Stanley Securities; Mizuho Securities; Banks: Daiwa Capital Markets Europe; (formerly Euler Group); Export Finance Nomura Securities; SMBC Nikko Securities Mitsubishi UFJ Morgan Stanley Securities; and Insurance Corporation; Japan Bank Accountant: Deloitte Touche Tohmatsu ASIAN LEGAL BUSINESS 48 LAW AWARDS MAY 2013

Dentsu Acquisition of Aegis Group Nippon Steel Corporation- Joint Enterprise); Cleary Gottlieb Steen & Firms: Baker & McKenzie (Gaikokuho Joint Sumitomo Metal Industries Hamilton; CMS Bureau Francis Lefebvre; Enterprise); Blake Cassels & Graydon; Merger Darrois Villey; Sullivan & Cromwell Linklaters Tokyo; Mori Hamada & Firms: Hibiya Sogo Law Office; Mattos Fiho Banks: Credit Agricole Corporate and Matsumoto; Shearman & Sterling; Slaughter Veiga; Nagashima Ohno & Tsunematsu; Investment Bank; Rothchilds and May; Sullivan & Cromwell; White & Case Nishimura & Asahi; Pinheiro Neto Accountant: STC Partners (KPMG) Banks: Greenhill & Co.; JPMorgan Cazenove; Advogados; Shearman & Sterling; Sullivan & Mitsubishi UFJ Morgan Stanley Securities; Cromwell URL Pharma Sale to Takeda Morgan Stanley Banks: Banco BTG Pactual SA; Bank of Pharmaceutical America Merrill Lynch; Credit Suisse Group; Firms: Ropes & Gray; Sidley Austin eAccess-Softbank Share Exchange Deutsche Bank Group; Goldman Sachs; Firms: Akin, Gump, Strauss, Hauer & Feld; Mizuho; Morgan Stanley; SMBC Nikko Western Digital Acquisition of Anderson Mori & Tomotsune; Herbert Smith Hitachi Global Storage Solutions Freehills; Mori Hamada & Matsumoto; Permira Advisers Acquisition of Firms: Morrison & Foerster; O’Melveny & Morrison & Foester; Nagashima Ohno & Akindo Sushiro Myers; Skadden, Arps, Slate, Meagher & Tsumematsu; Simpson Thacher & Bartlett; Firms: Clifford Chance; Mori Hamada & Flom Sullivan & Cromwell Matsumoto;Nagashima Ohno & Tsunematsu Banks: Bank of America Merrill Lynch; Banks: Goldman Sachs; Mizuho Securities Bank: Morgan Stanley Goldman Sachs FujiFilm Acquisition of Sonosite Recruit Acquisition of Indeed Real Estate Firms: Fenwick & West; Shearman & Firms: Davis Polk & Wardwell; Skadden, Sterling; Weil Gotshal & Manges Arps, Slate, Meagher & Flom Deal of the Year Banks: Barclays Capital; JPMorgan Banks: Deutsche Bank Group; Mitsubishi Activia Properties IPO Securities UFJ Morgan Stanley Securities; Nomura Firms: Anderson Mori & Tomotsune; Securities Morrison & Foerster; Nagashima Ohno & IBM Sale of its Retail Stores Tsunematsu; Sullivan & Cromwell Solutions Business to Toshiba Tec Strategic Investment Alliance for Banks: Daiwa Capital Markets Europe; Firms: Cravath, Swaine & Moore; Morrison & Canadian Pension Fund OMERS Mitsubishi UFJ Morgan Stanley Securities; Foerster Firm: Freshfields Bruckhaus Deringer Mizuho Securities; Nomura International; Banks: Bank of America Merrill Lynch; Nomura Securities; UBS Morgan Stanley Sumitomo Mitsui Financial Group Accountant: Ernst & Young ShinNihon and Sumitomo Corporation Investor Group Buys Renesas Acquisition of RBS Aviation Capital Daiwa House REIT Investment Electronics Corp via third-party Firms: Milbank Tweed; Nagashima Ohno & Corporation IPO allotment Tsunematsu Firms: Anderson Mori & Tomotsune; Mori Firms: Anderson Mori & Tomotsune; Mori Hamada & Matsumoto; Simpson Thacher & Hamada & Matsumoto Tokio Marine Acquisition of Delphi Bartlett; Sullivan & Cromwell Bank: Nomura Securities Financial Banks: Morgan Stanley; Nomura Firms: Cravath, Swaine & Moore; Mori International; UBS Japanese Government Capital Hamada & Matsumoto; Morris Nichols Arsht Accountant: KPMG Azsa Injection into TEPCO & Tunnell; Sullivan & Cromwell; Wachtell, Firms: Anderson Mori & Tomotsune; Mori Lipton, Rosen & Katz GLP J-REIT Global IPO Hamada & Matsumoto; Nagashima Ohno & Banks: Lazard; Macquarie Group Firms: Allen & Gledhill; Anderson Mori & Tsunematsu; Nishimura & Asahi Tomotsune; Morrison & Foerster; Nagashima Bank: JPMorgan; Mizuho Securities; Morgan Tokyo Stock Exchange and Osaka Ohno & Tsunematsu; Nishimura & Asahi; Stanley; Nomura; SMBC Nikko Securities Securities Exchange Business Sullivan & Cromwell Combination Banks: Citigroup; Goldman Sachs; Marubeni Corporation Acquisition Firms: Davis Polk & Wardwell; Nagashima JPMorgan; Nomura; UBS of Gavilon Holdings Ohno & Tsunematsu; Nishimura & Asahi; Accountant: KPMG Azsa Firms: Jones Day; Paul, Weiss; Skadden, Shearman & Sterling; Sullivan & Cromwell; Arps, Slate, Meagher & Flom TMI Associates Nippon Hotel Fund Investment Banks: Bank of America Merrill Lynch; Corporation-Japan Hotel and Micron Technology Acquisition of Daiwa Securities Capital Markets; Goldman Resort Merge Elpida Memory Sachs; JPMorgan; Mitsubishi UFJ Morgan Firms: Anderson Mori & Tomotsune; Firms: Davis Polk & Wardwell; Kobayashi & Stanley Securities; Mizuho Securities; Moelis Nagashima Ohno & Tsunematsu Associates Law Office; Landis Rath & Cobb; & Company; Nomura Securities; SMBC Nikko Banks: Goldman Sachs (Japan); SMBC Nikko Mori Hamada & Matsumoto; Oh-Ebashi LPC Securities Securities & Partners; Wilson Sonsini Goodrich & Rosati Accountants: Ernst & Young ShinNihon; Banks: Goldman Sachs; Nomura Securities Toyota Tsusho Acquisition of CFAO KPMG Azsa; KPMG Tax Corporation; Firms: Baker & McKenzie (Gaikokuho PricewaterhouseCoopers TAX WWW.LEGALBUSINESSONLINE.COM : @ALB_Magazine : Connect with Asian Legal Business LAW AWARDS 49

Secured Capital Refinancing of TMT Deal of the Year Japanese Investment Pacific Century Plaza Building in Bank IN-HOUSE Team of Marunouchi Bain Capital Acquisition of Firms: Morrison & Foerster; Nagashima interest in Jupiter Shop Channel the Year Ohno & Tsunematsu; Skadden, Arps, Slate, Firms: Baker & McKenzie (Gaikokuho Joint GCA Savvian Group Corporation Meagher & Flom; White & Case Enterprise); Mori Hamada & Matsumoto; Mizuho Securities Nagashima Ohno & Tsunematsu; Ropes & Gray Nomura SOFTBANK Acquisition Finance of SMBC Nikko Securities FUKUOKA YAFUOKU! DOME eAccess-Softbank Share Exchange Firms: Atsumi & Sakai; City Yuwa; Mori Firms: Akin, Gump, Strauss, Hauer & Feld; International Hamada & Matsumoto; Nishimura & Asahi Anderson Mori & Tomotsune; Herbert Smith Freehills; Mori Hamada & Matsumoto; Investment Bank Tamachi Holding TMK Disposition Morrison & Foester; Nagashima Ohno & IN-HOUSE Team of the Year of Trust Beneficiary Rights in Tsumematsu; Simpson Thacher & Bartlett; Bank of America Merrill Lynch Yebisu Garden Place Sullivan & Cromwell Citigroup Firms: Nagashima Ohno & Tsunematsu; Banks: Goldman Sachs; Mizuho Securities Deutsche Bank Group Orrick, Herrington & Sutcliffe Goldman Sachs Fuji Media Holdings Acquisition of JPMorgan Securities Japan Structured Finance The Sankei Building Morgan Stanley Firms: Ito & Mitomi; Morrison & Foerster; UBS & Securitisation Nagashima Ohno & Tsunematsu; Shearman Deal of the Year & Sterling Trading Company Bain Capital Acquisition of Bank: Nomura Securities interest in Jupiter Shop Channel In-House Team of the Year Firms: Baker & McKenzie (Gaikokuho Joint Recruit Acquisition of Indeed Itochu Corporation Enterprise); Mori Hamada & Matsumoto; Firms: Davis Polk & Wardwell; Skadden, Mitsui Nagashima Ohno & Tsunematsu; Ropes & Arps, Slate, Meagher & Flom Sumitomo Corporation Gray Banks: Deutsche Bank Group; Mitsubishi UFJ Morgan Stanley Securities; Nomura Securities Japan In-House Lawyer Hitachi Construction Machinery and Nissan Forklift Business SOFTBANK Loan Facility for of the Year Integration Strategic Acquisition of Sprint JPMorgan Securities Japan - Firms: Baker & McKenzie (Gaikokuho Joint Firms: Baker & McKenzie (Gaikokuho Joint Tomohiko Oshikawa Enterprise); Nishimura & Asahi Enterprise); Mori Hamada & Matsumoto; JPMorgan Securities Japan - Jeremy Bank: Mizuho Corporate Bank Morrison & Foerster Entwisle Bank: Mizuho Corporate Bank Morgan Stanley - Surya Soni Meiji Yasuda Life Foundation Funds UBS - Fumitaka Eshima Securitisation Japan Deal of the Year Firms: Anderson Mori & Tomotsune; Japan In-House Team of Nagashima Ohno & Tsunematsu Finalists to be announced on the night Bank: Mitsubishi UFJ Morgan Stanley the Year Securities Finalists to be announced on the night

SOFTBANK Acquisition Finance of FUKUOKA YAFUOKU! DOME IN-HOUSE Firms: Atsumi & Sakai; City Yuwa; Mori Hamada & Matsumoto; Nishimura & Asahi AWARDS LAW FIRM SOFTBANK Loan Facility for Strategic Acquisition of Sprint THE JAPAN IN-HOUSE AWARDS Firms: Baker & McKenzie (Gaikokuho Joint Enterprise); Mori Hamada & Matsumoto; COUNSEL NETWORK AWARD Banking & Corporate Citizen Morrison & Foerster Law Firm of the Year Bank: Mizuho Corporate Bank Financial Services In- House Team of the Year Baker & McKenzie (Gaikokuho Joint Tokyo International Airport Enterprise) (Haneda Airport) International Mitsubishi UFJ Clifford Chance Passenger Terminal (Extension) PFI Mizuho Morrison & Foerster Firms: Anderson Mori & Tomotsune; Shinsei Bank Nishimura & Asahi Sumitomo Mitsui Financial Group ASIAN LEGAL BUSINESS 50 LAW AWARDS MAY 2013

Employment Baker & McKenzie (Gaikokuho Joint Hogan Lovells Law Firm of the Year Enterprise) Linklaters Tokyo Mori Hamada & Matsumoto Morrison & Foerster Anderson Mori & Tomotsune Morrison & Foerster Simpson Thacher & Bartlett Anzai Houritsujimusyo Nagashima Ohno & Tsunematsu Skadden, Arps, Slate, Meagher & Baker & McKenzie (Gaikokuho Joint Nishimura & Asahi Flom Enterprise) Oh-Ebashi LPC & Partners Squire Sanders Freshfields Bruckhaus Deringer Orrick, Herrington & Sutcliffe Sullivan & Cromwell Mori Hamada & Matsumoto Nagashima Ohno & Tsunematsu ALIXPARTNERS AWARD Japanese Deal Tax Law Firm of the Year Firm of the Year Insolvency Baker & McKenzie (Gaikokuho Joint Anderson Mori & Tomotsune Law Firm of the Year Enterprise) Mori Hamada & Matsumoto Atsumi & Sakai Mori Hamada & Matsumoto Nagashima Ohno & Tsunematsu Baker & McKenzie (Gaikokuho Joint Morrison & Foerster Nishimura & Asahi Enterprise) Nagashima Ohno & Tsunematsu Oh-Ebashi LPC & Partners Mori Hamada & Matsumoto Nishimura & Asahi Best China Practice of Oh-Ebashi LPC & Partners the Year AWARD SPONSOR AMERICAN CHAMBER Anderson Mori & Tomotsune Mori Hamada & Matsumoto OF COMMERCE IN JAPAN Nagashima Ohno & Tsunematsu AWARD International Nishimura & Asahi Arbitration Law Firm Oh-Ebashi LPC & Partners of the Year Paul Hastings Atsumi & Sakai Offshore Law Firm of AlixPartners Freshfields Bruckhaus Deringer AlixPartners is a global business-advisory firm offering Herbert Smith Freehills the Year comprehensive services in four major areas: enterprise Mori Hamada & Matsumoto Conyers Dill & Pearman improvement, turnaround and restructuring, financial- advisory services and information-management Morrison & Foerster Maples and Calder services. Founded in 1981, the firm has more than 1,000 Nagashima Ohno & Tsunematsu Walkers professionals in offices around the world, and can be Nishimura & Asahi found on the Web at www.alixpartners.com. O’Melveny & Myers Managing Partner of the Year SUPPORTING IP Law Firm of the Year Baker & McKenzie (Gaikokuho Joint ORGANISATIONS Anderson Mori & Tomotsune Enterprise) - Yoshiaki Muto Atsumi & Sakai Davis Polk & Wardwell - Theodore A. Baker & McKenzie (Gaikokuho Joint Paradise Enterprise) Herbert Smith Freehills - Peter Hogan Lovells Godwin Momo-o, Matsuo & Namba Latham & Watkins Gaikokuho Joint Mori Hamada & Matsumoto Enterprise - Joseph Bevash Morrison & Foerster Morrison & Foerster - Ken Siegel Nagashima Ohno & Tsunematsu Norton Rose - Michael Joyce Orrick, Herrington & Sutcliffe Orrick, Herrington & Sutcliffe - L. Mark Weeks CANADIAN CHAMBER Paul Hastings - Toshiyuki Arai OF COMMERCE IN JAPAN AWARD Litigation International Deal PROUDLY Specialist Law Firm of Firm of the Year PRESENTED BY the Year Baker & McKenzie (Gaikokuho Joint Enterprise) Anderson Mori & Tomotsune Clifford Chance Atsumi & Sakai Davis Polk & Wardwell RESERVE YOUR TABLES AND SEATS

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The Japan In-house Counsel Network (JICN) is a professional association for The Hong Kong Corporate Counsel Association is the pioneer association in-house counsel working in, or having other affiliations with, Japan. JICN run for in-house counsel by in-house counsel in Hong Kong. It provides offers a forum for communication between members, social and networking an efficient and effective range of benefits and services for its members’ opportunities, legal seminars, roundtable member discussions and other professional development, including continuing legal education, a platform activities, as well as events with other lawyer and in-house groups. Visit www. for networking and the exchange of ideas, information and experiences that jicn.jp for more details. are unique to the in-house role.

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