asian-mena Counsel

Volume 17 Issue 5, 2020

MERGERS & ACQUISITIONS

www. inhouse community .com Plus: The Thing About … Privacy during Covid-19 How to speak IT The Law Society of England & Staying compliant Bridging the Wales president Simon Davis in China language gap

| MAGAZINE FOR THE IN-HOUSE COMMUNITY ALONG THE NEW SILK ROAD |

Feature contributors

Chen Wenhao is a partner of AllBright Law Offices and mainly practises in compliance, investigation, government regulatory matters and disputes resolution. Prior to joining Nick Ferguson – Managing Editor AllBright, he worked at leading international and PRC law firms. He received his masters [email protected] degree in law from Fudan University and is qualified to practise in the PRC.

Leo Yeung –­ Design Manager [email protected] Stuart Witchell leads the global investigations and strategic intelligence practice in Wendy Chan –­ Global Head of Events APAC at BRG and is co-leader of BRG’s APAC region. He has more than 25 years of [email protected] experience in the fields of business intelligence, investigations, bribery and corruption, Rahul Prakash – Publisher asset searching and litigation. [email protected]

Yvette Tan – Head of Research and Ben Yeung is a director in the Hong Kong office and head of the strategy and business Community Development [email protected] intelligence practice, APAC at BRG. He has extensive experience in managing business intelligence projects on behalf of major international investment banks and global law Yannie Cheung – Office Administrator [email protected] firms, as well as public and private corporations.

Tim Gilkison – Founding Director [email protected] Nuanporn Wechsuwanarux is a partner at CMHM. She has experience as a legal adviser Patrick Dransfield ­– Publishing Director and an in-house lawyer, specialising in M&A, natural resources and energy, infrastructure [email protected] and TMT. Arun Mistry – Director

Editorial Enquiries Pranat Laohapairoj is a counsel at CMHM. He has broad experience working with Thai Tel:...... (852) 2542 4279 [email protected] and international clients on M&A, anti-trust, corporate, anti-corruption, compliance and data protection. Advertising & Subscriptions Tel: ...... (852) 2542 1225 [email protected] Chotiwut Sukpradub is an associate at CMHM. He has experience working with MHM in Tokyo, Japan and with MHM’s office in Vietnam. Chotiwut specialises in project Published 10 times annually by finance, corporate law and M&A. Pacific Business Press Limited Room 2008, C C Wu Building, 302-8 Hennessy Road, Wan Chai, Hardeep Plahe is partner in Charge of the Dubai office of Gibson, Dunn & Crutcher. He Hong Kong S.A.R. is a cross-border transactional lawyer who regularly advises clients how to navigate their Publishers of most complex and important transactions in the UK, Continental Europe and the Middle TM • ASIAN-MENA COUNSEL East. He has advised private equity clients, financial institutions, corporates, sovereign Magazine and Weekly Briefing wealth funds and governments. • IN-HOUSE HANDBOOKTM Fraser Dawson is a partner in the Dubai office of Gibson, Dunn & Crutcher. He has Organisers of the TM extensive experience handling international corporate transactions, particularly those • IN-HOUSE CONGRESS events involving private equity. Dawson advises clients in a broad range of M&A and other Hosts of corporate transactions including MBOs, JVs, secondary buy-outs, co-investments, con- • www.inhousecommunity.com • www.mycareerinlaw.com sortium arrangements, restructurings, convertible loan issues and trade sales.

Forums for the In-House Community along the New Silk Road Hanna Chalhoub is of counsel in the Dubai office of Gibson, Dunn & Crutcher. He advises institutional investors, asset managers, and corporations on a wide range of com- © 2020 Pacific Business Press Limited plex cross-border transactions, including acquisitions, dispositions, joint ventures and and contributors co-investment deals and structures, and general corporate matters. Opinions expressed herein do not constitute legal advice, and do not necessarily reflect the Thomas Barker is an associate in the Dubai office of Gibson, Dunn & Crutcher. Barker views of the publishers. has a broad practice advising clients, including listed companies, financial institutions and private equity houses, on a range of corporate matters. His experience covers public and ISSN 2223-8697 private mergers and acquisitions, joint ventures, equity issues, public offerings, restructur- ings and corporate governance, with a particular focus on cross-border transactional work. In this issue Volume 17 Issue 5, 2020 MERGERS & ACQUISITIONS

16. Investments in Asia? 18. The impact of Covid-19 on 22. Scrutinising CP Group’s Ben Yeung and Stuart Mena M&A acquisition of Tesco Witchell of Berkeley Lasting economic and societal The deal will set a precedent Research Group changes will affect the way deals regarding merger control, explain how to better are conducted, write Gibson, write Nuanporn use business Dunn & Crutcher’s Hardeep Wechsuwanarux, Pranat intelligence Plahe, Fraser Dawson, Hanna Laohapairoj and Chotiwut Chalhoub and Thomas Barker Sukpradub of Chandler MHM

JURISDICTION UPDATES Key legal developments affecting the In-House Community along the New Silk Road

4 The effect of Covid-19 and business resilience 04 By Willy Bashiya Mbayi of Emery Mukendi Wafwana & Associates

6 Pandemics, police power and private contracts By Samantha Beatrice P King of ACCRALAW

Liability exemption due to the Covid-19? 8 By Nghia Nguyen and Trang Nguyen of bizconsult Law Firm

10 Offshore Update: 06 The first red-chip listing on the SSE Star Market By Lilian Woo and Wynne Lau of Conyers

2 www.inhousecommunity.com 12 THE BRIEFING Along with the latest moves and jobs, we take a closer look at AMTD’s Singapore listing

15 SPOTLIGHT ON CIA 8 (COLLECTIONS, INVESTIGATIONS & AUDIT) How to speak IT Erick Gunawan of Law In Order talks to Rakesh Kirpalani, chief technology officer at Drew & Napier

SPECIAL FEATURE 26 We need to look at IP in a new light Cross-border data flows will become one of the most important considerations 10 for corporate counsel given the implications for IP, privacy, competition, trade, compliance and innovation, writes Ronald Yu

28 Protecting privacy during Covid-19 Compliance recommendations for handling personal information under Chinese law during the coronavirus outbreak, by Chen Wenhao of AllBright Law Offices

30 Black Swan Alert! 15 Crisis management and future scoping for senior law firm management, by Paul Smith, former chairman of Eversheds Sutherland, with a conclusion by Patrick Dransfield

34 THE THING ABOUT… Simon Davis The Law Society of England & Wales president talks about his legacy, the role of English law, the future of the profession and mental health

39 Asian-mena Counsel Direct Important contact details at your fingertips 34

Asian-mena Counsel is grateful for the continued editorial contributions of:

Volume 17 Issue 5, 2020 3 JURISDICTION UPDATES

AFRICA

Emery Mukendi Wafwana & Associates (a member firm of Lex Africa) By Willy Democratic Republic of Congo Bashiya Mbayi E: [email protected]

The effect of Covid-19 and business resilience

ompanies worldwide are, or will inevitably agreements, exploration, exploitation of mineral, C be, affected in the short and medium-term “From the economic and oil and gas resources, as well as the various con- by the coronavirus pandemic (Covid-19). Decline legal strategy standpoint, tracts on energy, airport, port, railway and other in commodity prices due to the falling demand in infrastructure-related agreements. In this excep- China, travel restrictions, city and provincial quar- the “toolbox” of companies tional context, the best option to keep busi- antines, confinement of people willingly or by must be expanded. nesses at a certain threshold of profitability is to force to their homes, and the reduced job mobil- effectively use new technologies to reduce cer- ity affect the trade of goods and services for hun- Companies must work tain operating expenses such as office rental by dreds of millions of people around the world. closely with business minimising the use of offices with virtual video The Covid-19 pandemic is very different conferences, online services and remote work- from the financial crisis that affected the financial lawyers to obtain the ing. Marketing expenses can be very well opti- sector in 2008. It keeps everything in a standstill needed legal opinions on mised through the use of social media, online or, at least, in slow motion for several months. No networks and webinars. one knows exactly how long this situation will last. key and essential contracts Business leaders should keep calm and However, the next few months should allow a of their business” maintain a long-term perspective. In the short clearer assessment of the economic impact of the run, government around the world are passing pandemic (eg, the unemployment insurance laws and giving incentives to mitigate the impact claims in the US during the week of March 8 were point, the “toolbox” of companies must be of the Covid-19 (such as payroll loans, tax holi- already up to 282,000). We might also observe a expanded. Companies must work closely with day, New York State will implement a 90-day high and negative level of debt on banks’ financial business lawyers to obtain the needed legal opin- moratorium on evictions for residential and com- liquidity. The healthcare system and losses of ions on key and essential contracts of their busi- mercial tenants). skilled medical workers, the negative effects of the ness such as lease agreements, accounts payable, In the medium and long run, the African education system and force majeure litigation, insurance contracts, or even on thematics such economy in new technologies, healthcare infra- which will lead business lawyers to work overtime as the extension of loans, debt collection in cases structure, the energy industry and other key to protect the interests of their clients. of force majeure and renegotiation of terms and sectors will offer a huge opportunity for suppliers conditions of contracts. Similarly, companies will and investors from around the world. How can leaders and the corporate world have to use their lawyers to obtain legal opinions LEX Africa is an alliance of law firms formed in manage the effects of the Covid-19 pan- to make informed decisions on the maintenance, 1993 and with over 600 lawyers in 26 African demic? suspension and/or the unilateral or mutual termi- countries. www.lexafrica.com From the economic and legal strategy stand- nation, as the case may be, of joint venture

Empowering In-House Counsel along the New Silk Road

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JURISDICTION UPDATES

PHILIPPINES

By Samantha Angara Abello Concepcion Regala & Cruz Law Offices (ACCRALAW) Beatrice P King Tel: (632) 8830 8000 E: [email protected] W: www.accralaw.com

Pandemics, police power and private contracts vate contracts is justified under police power, so long as the private agreements carry a demon- ith the worsening coronavirus outbreak, As early as the 1922 case of Clemens v strated connection to the public interest, and so W President Rodrigo Duterte has shifted gears. Nolting, the Supreme Court ruled that a law which long as police power is tempered by both lawful In an unprecedented “virtual” special session, impairs the obligation of a contract is null and void. subject and method. Congress approved the bill now known as the The freedom of contract, however, is not Due to the pandemic, the new law theoreti- “Bayanihan to Heal as One Act”, granting the meant to be absolute. Over time, the Supreme cally conforms to the requirement of “lawful sub- president emergency powers to address the pub- Court has expounded on the application of the ject” under the police power concept. It remains lic health crisis. While Congress has parsed out non-impairment clause and carved out exceptions to be seen, however, whether the methods are contentious provisions including the extension of thereto. Foremost is that the right to non-impair- “reasonably necessary”. emergency powers and take-over of private busi- ment yields to the State’s police power. For instance, the president’s power to lower nesses, the current law still somehow bears upon Hence, a statute passed in the legitimate lending rates may unduly affect lenders whose the property rights of citizens. exercise of police power, although incidentally charges and interests have already accrued, and Under the Bayanihan Act, the president is destroying existing contract rights, must be upheld which may be considered vested property rights. empowered to order private hospitals, passenger by courts. The non-impairment clause is under- The moratorium on residential rent and loan pay- vessels and other establishments to direct their stood to be subject to reasonable legislative regu- ments, while easing the financial burden of the operations towards Covid-19 efforts. Unjustified lation aimed at the promotion of public health, lessee and debtor, in turn strains the landlord and refusal or the inability to operate such enterprises morals, safety, and welfare. creditor. Establishments which are vaguely for Covid-19 related purposes will allow the Similar to the freedom of contract, however, described as “no longer capable of operating their president to take-over the companies’ operations. the invocation of police power is not set in stone. enterprises” for the Covid-19 efforts, may be The president may procure the lease of real prop- There is the well-settled rule that a statute built on subjected to take-over by the president. erty for medical purposes; require businesses to police power requires the concurrence of a lawful To be sure, the coronavirus cannot enlarge prioritise and accept contracts for materials and subject and lawful method; in other words, the the scope of the emergency powers bestowed services; impose grace periods for the payment of interests of the general public are involved and the upon the president. If, in the exercise of such residential rent and bank loans; and ensure the means employed to promote public interest are emergency powers, the president would impair availability of credit by lowering effective lending reasonably necessary. contracts in favour of specific interests, then even interest rates, among others. In National Development Company v Philippine an outbreak should not prevent courts from later An Orwellian application of the law will Veterans Bank, the Supreme Court clarified that nullifying such actions. With portions of the new impinge upon a right oft-overlooked in the consti- police power trumps the non-impairment clause Bayanihan Act painted in such broad and abstract tution — the non-impairment of contracts. This is only “where the contract is so related to the pub- strokes, however, the public can only rely on the contained in Section 10, Article III of the lic welfare that it will be considered congenitally wisdom of the executive branch in implementing Constitution, which provides that no law impairing susceptible to change by the legislature in the the law, for now. And there lies the rub. the obligation of contracts shall be passed. interest of the greater number.” In the same case, The businesses contemplated by the new which involved a Marcos-era Presidential Decree Bayanihan Act share existing contracts with a extinguishing all mortgages and liens attached to myriad of parties. As it stands, the law carries the assets of a bankrupt corporation, the Supreme This article first appeared in Business World, a newspaper of general circulation in the Philippines. possibility of altering the terms of existing con- Court found that the loan and mortgage contracts The views and opinions expressed in this article tracts, imposing new conditions or dispensing with were purely private transactions. Without the are those of the author. This article is for general informational and educational purposes, and not conditions already expressed. “indispensable link” to public welfare, the Supreme offered as, and does not constitute, legal advice or The aim of the non-impairment clause is to Court held that there was an impairment of the legal opinion. protect private agreements from state interfer- obligation of the contract, a deprivation of prop- Samantha Beatrice P. King is an Associate of the Litigation and Dispute Resolution Department of ence, with the goal of encouraging trade and erty rights, and, accordingly, a need to annul the the Angara Abello Concepcion Regala & Cruz Law credit by promoting the stability of contractual law (ie, the Presidential Decree). Offices (ACCRALAW). [email protected] or (632) 8830-8000. relations. All in all, government interference with pri-

6 www.inhousecommunity.com Over 400 Asia BigLaw Placements Made Since 2006

ASIA-FOCUSED BIGLAW CONSULTING AND RECRUITING

HONG KONG | NEW YORK | BOSTON | LONDON | LOS ANGELES | SAN FRANCISCO | SINGAPORE | TOKYO

WWW.EVANJOWERS.COM JURISDICTION UPDATES

VIETNAM

Hanoi: VNA Building, No. 20 Tran Hung Dao Street, Hoan Kiem District, Hanoi, Vietnam Tel: (84) 0 24 3933 2129, Fax: (84) 0 24 3933 2130 By Nghia Nguyen E: [email protected] – Mobile: (84) 93 633 4499 and Trang Nguyen E: [email protected] – Mobile: (84) 98 860 4260 E: [email protected] Ho Chi Minh: Room 1103, 11th Floor, Sailing Tower, 111A Pasteur, District 1, Ho Chi Minh City, Vietnam Tel: (84) 0 28 3910 6559, Fax: (84) 0 28 3910 6560 E: [email protected] W: www.bizconsult.vn Liability exemption due to the Covid-19? liquidation of the contract and such party will be released from their compensation liability. n April 1, 2020, the Vietnamese prime state management agency’s decision Vietnamese laws have no specific regulation on O minister issued Decision No. 447/QD-TTg which the parties cannot foresee at the the right of the party affected by a force to officially declare Covid-19 a nationwide epi- time of conclusion of the contract (Clause majeure event to unilaterally terminate the demic. The Covid-19 pandemic, along with the 2, Article 294 of the Commercial Law 2005). contract. Article 296 of the Commercial Law application of certain preventive measures of the • The contract-breaching party claiming 2005 only allows the parties to extend the Vietnamese competent authorities have greatly liability exemption shall have the burden time limit for performance of contractual affected most Vietnamese-based enterprises (save of prove (Clause 2, Article 294 of the obligations due to a force majeure event and essential goods and services trading enterprises). Commercial Law 2005). at the end of this period, the parties may Consequently, many businesses failed to properly refuse to perform the contract and neither fulfil their contractual obligations with their part- In addition, there are some notable points party is entitled to request the compensation ners and their own employees. One legal issue below in relation to liability exemption due to a from the other party. raised is that under Vietnamese laws, whether force majeure event under the Vietnamese laws: they are exempted from liability for breach of the • Force majeure clause In practice, Vietnamese courts have so far had contractual obligations. Unlike other jurisdictions (especially common no typical cases on liability exemption for There is no single answer to this question. law system) where an affected party may only epidemic-related reasons. Nevertheless, they Whether the defaulting party could be excused get relief from its liability due to a force have accepted the exemption of civil liability in from their liability due to the Covid-19 outbreak majeure event if such clause has been agreed case of contractual breach due to objective and/or the government actions will largely depend in the contract in question, liability exemption reasons and/or force majeure event. Case Law on each transaction or case in terms of space, time clauses in case of force majeure event under No. 25/2018/AL announced on November 6, and other considerations. Vietnamese law can be applied without setting 2018 regarding the failure of deposit payment due The Vietnamese legal framework for out in the contract, provided that the governing to objective reasons is a typical example. Under exemption of civil liability in case of contract law of such contract is Vietnamese law. this case law, the legal solution for the depositary’s breach due to a force majeure event is generally • Scope of liability exemption violation under a deposit contract for house similar to other countries, specifically: Vietnamese laws are silent on the scope of purchase since the house ownership certificate • Criteria need to be met for a force majeure liability exemption for non-performance of had not yet been issued is: “In this case, it is event: (i) An event occurs objectively; (ii) contract in the event of a force majeure event. determined that the reason for the non- Unforeseeable; and (iii) Could not be It would seem that all civil liabilities of an performance on the commitment of the overcome even all appropriate and affected party such as liquidated damages, late depositary is objective and the depositary is possible measures have been taken payment interest, penalty for breach, specific released from the penalty”. (Clause 1, Article 156 of the Civil Code 2015). performance, etc. would be excused or Given the negative impact of Covid-19 and • Where an obligor fails to properly limited in case of force majeure event. the complicated legal issues arising therefrom, perform its obligation due to an event of Meanwhile, laws of certain countries limit the especially whether it would amount to a force force majeure, it shall not bear civil scope of liability exemption only to the extent majeure event to claim for liability exemption, the liability, unless otherwise agreed or of compensation. contracting parties should cooperate to seek a fair otherwise provided by law. (Clause 2, • Conditions for contract termination solution for both parties, while they should equip Article 351 of the Civil Code 2015). due to force majeure event themselves with adequate knowledge and • A contract-breaching party shall be In some countries, the law provides that if the understanding of the governing law and applicable exempted from liability in the following occurrence of a force majeure event law as well as judicial practices related to liability cases: A force majeure event occurs; or A permanently prevents a party from fulfilling its exemption in case of a breach of contract due to breach is committed by one party as a contractual obligations, it would enable the force majeure events to well prepare for any result of the enforcement of a competent affected party to request for termination/ dispute that might come.

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OFFSHOREJURISDICTION UPDATE UPDATES

29th Floor, One Exchange Square, 8 Connaught Place, Central, Hong Kong T: (852) 2842 9525 E: [email protected] – T: (852) 2842 9588 By Lilian Woo and Wynne Lau E: [email protected] – T: (852) 2842 9532 W: www.conyers.com

The first red-chip listing on the SSE Star Market example of a listed enterprise exercising an over- allotment option (commonly known as a greenshoe option) on the SSE Star Market. n February 27, 2020, China Resources Given the multiple “firsts” China Resources O Microelectronics officially launched its ini- “In the face of differences Microelectronics has created, there is no tial public offering (IPO) on the SSE Star Market, precedent for reference when coping with some becoming the first Cayman incorporated com- between offshore and PRC legal issues. In the face of differences between pany to be listed in Mainland China. It has raised laws, the prime task is to offshore and PRC laws, the prime task is to assist approximately US$614 million, which will pri- the client in coordinating different requirements of marily be used for investing in 8-inch high-per- assist the client in offshore and onshore jurisdictions, and smoothing formance sensor and power semiconductor coordinating different out the difficulties in application process so as to construction projects, and partly for improving ensure a successful listing. Drafting articles of product manufacturing and technological innova- requirements of offshore association for the issuer has proved to be one of tion capabilities, as well as strengthening for- and onshore jurisdictions, the biggest challenges as Cayman law is based on ward-looking technology and product research the Western common law system. Though it is a and development capabilities. and smoothing out the Cayman company, the requirements on the rights Acting as the Cayman Islands and British difficulties in application of, and protection for, its shareholders shall in no Virgin Islands legal counsel to China Resources way be less stringent than those of the PRC laws Microelectronics, our firm formed a team led by process so as to ensure a and regulations. As such, we have to abandon the Lilian Woo, a senior partner with almost 30 years successful listing” standard form of the constitutional documents for of experience, and Wynne Lau, a newly Cayman companies and use innovative drafting promoted partner with nearly two decades of skills to bridge the gap between the two experience. The team also consisted of Beverly What is the significance of the China completely different jurisdictions. Cheung (associate) and Rowan Wu (legal Resources Microelectronics IPO? Another challenge faced by the offshore manager) as well as paralegals, who worked First of all, it is the first red-chip structured lawyers for China Resources Microelectronics was together to handle this highly significant and enterprise in China to directly launch an IPO on to conduct due diligence on a vast number of ground-breaking project. the A-share market. companies within a very short time frame. Unlike China Resources Microelectronics is one of Secondly, it is the first red-chip enterprise a typical due diligence, a different approach was the largest power semiconductor enterprises in listed on the A-share market that operates in the necessary for this listing project. Our legal team China. In the ranking of Chinese semiconductor form of a limited company rather than a joint- conducted extensive due diligence on not only companies for 2018, China Resources stock company. existing subsidiaries of the issuer, but also Microelectronics was the only enterprise in the It also represents the first A-share issuer companies that were once in the group but had top 10 that mainly operates as an integrated whose par value of shares is in Hong Kong dollars subsequently been dissolved. The sheer volume device manufacturer, and was the largest power instead of renminbi. of work made it more difficult and time consuming device enterprise in China. Last but not least, it has set an unprecedented than a regular IPO in Hong Kong.

Find the Asian-mena Counsel JURISDICTION UPDATES archived at www.inhousecommunity.com

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THE BRIEFING

MOVES

The latest senior legal appointments around Asia and the Middle East

AUSTRALIA of services including patent prosecution, trade- HFW has continued its growth in Australia mark prosecution, IP disputes, commercial IP, with the addition of workplace, industrial data privacy and cybersecurity. She acts for relations and safety specialist Charmaine Forbes 500 companies and startups, govern- Tsang as a partner in the firm’s Perth office ment organisations and statutory boards across effective April 14, 2020. Tsang joins from a range of industries including technology, life Lavan. sciences and media, helping clients build and Sheena Jacob extract value from their global IP assets. Charmaine Tsang

HONG KONG RHTLaw Asia has added Nigel Pereira Withers has bolstered its international arbi- as a partner in its corporate restructuring tration practice in Asia with the addition and insolvency practice. He brings to the of arbitration specialist Sherlin Tung as a firm extensive experience in restructuring and partner in its Hong Kong office. With over a insolvency, with an emphasis on investigations decade of experience in international arbitra- and cross-border asset recovery. Pereira is tion, Tung has advised clients based in Asia, a certified fraud examiner, a member of the Nigel Pereira the Americas and Europe on all aspects of Chartered Institute of Arbitrators and INSOL Sherlin Tung cross-border disputes, and is experienced International, and an affiliate of the Society of Trust and Estate Prac- under a number of leading arbitral rules and institutions. As a Tai- titioners. He has advised on a wide range of matters, such as fraud, wanese-American US-qualified lawyer and a registered lawyer in investigations, anti-bribery, corruption, data and computer misuse, Hong Kong, Tung has worked in various roles in international disputes employment, commercial litigation and international arbitration, as well worldwide, in both English and Chinese. She has worked for the ICC as family, private wealth and succession. International Court of Arbitration, in both Hong Kong and New York, where she was a founding member of the New York case management team. She also worked in-house for a publicly-listed international con- UAE glomerate based in Europe, where she handled the group’s international Trowers & Hamlins has recruited partner litigation and arbitration disputes, before returning to private practice, Matthew Showler to head its commercial where she worked in the international disputes practice at a leading dispute resolution team in Dubai. Showler international law firm in Hong Kong. is a specialist in international arbitration and litigation and acts for a wide variety of clients, including financial institutions, multi-national INDIA corporations, governmental institutions, Matthew Showler J Sagar Associates has added Rajeev Reddy as a partner in its NGOs, heads of state, high net worth individ- Hyderabad office, with effect from April 1, 2020. With more than 16 uals and FTSE 100 (or equivalent) companies. He is an English-qualified years of experience in corporate and commercial laws, Reddy has lawyer who has practised in the UAE and internationally since 2010 after advised leading companies on a wide range of transactions, such as spending the first part of his career in London. private equity investments, cross-border investments, acquisitions, joint ventures, joint developments, setting-up of operations, corporate restructuring, debt funding, public private partnerships and general UK corporate advisory. He graduated as a gold medallist from NALSAR McDermott Will & Emery has hired Rana- University of Law Hyderabad in 2003. Prior to joining the firm, Reddy joy Basu to its London office as a part- was a partner at Tatva Legal Hyderabad since 2010. ner. Ranajoy has a background in structured finance, securitisations, derivatives, debt capi- tal markets and debt restructurings. He will SINGAPORE drive the strategy of the India practice across CMS has appointed intellectual property, technology and data privacy the firm, as well as helping to develop the Ranajoy Basu specialist Sheena Jacob, who joins as a partner in the firm’s Singapore firm’s structured finance practice in London office. Her appointment follows the arrival of IP head Jonathan Chu in and globally. He is recognised as one of the leading practitioners in the Hong Kong, and the relocation of life sciences and technology partner important area of cross-border social impact finance, including social Sarah Hanson to Singapore, in January, whom Sheena will work closely and development impact bonds. In addition, he has wide experience in alongside as part of her regional role. Jacob’s practice covers a broad range renewable energy and green structured finance transactions.

12 www.inhousecommunity.com DEAL OF THE MONTH

May 2020

AMTD lists Singapore’s first dual-class shares The Li Ka-shing-backed investment bank debuted on the exchange through a virtual ceremony.

eal-making continues despite the banks in Hong Kong in 2019 through a joint D restrictions imposed by the Covid-19 venture with Xiaomi, so it was fitting that crisis, with initial public offerings in Hong AMTD International listed in Singapore Kong and Singapore now employing virtual virtually. listing ceremonies to welcome new compa- The company styles itself as the largest ecosystem, expertise in capital markets and nies on to their exchanges. independent investment bank in Asia, one connectivity in the new economy sector Singapore Exchange’s first such cer- of Asia’s biggest independent asset manag- to empower local entrepreneurs, support emony was on April 8, for the debut ers and a long-term investor in financial and their innovations and developments and of AMTD International, the investment new economy sectors. connect them to the capital markets.” banking and asset management platform “AMTD is committed to embracing The company also launched a US$1 of AMTD Group, a Hong Kong financial Southeast Asia capital markets,” said Calvin billion medium-term note programme in services group backed by Li Ka-shing’s CK Choi, chairman and chief executive of Singapore alongside its listing, arranged by Hutchison. AMTD International. “We will leverage on AMTD and Bank of East Asia. It is the first company to be dual-listed Singapore’s dynamic capital markets, ener- Clifford Chance advised AMTD on the New York and Singapore stock getic new economy sectors and diverse International on both the listing and the exchanges, and also the first company with talent pool to create supreme connectivity MTN programme. Partner Raymond Tong a dual-class share structure to list in Singa- between Singapore, Southeast Asia, the led the firm’s team in the transaction. pore. At the time of listing, it had a market Greater Bay Area and the rest of China.” Ogier advised the company on Cayman capitalisation of S$3.9 billion (US$2.7bn). Most importantly, we are committed Islands law for the MTN and Linklaters AMTD launched one of the first virtual to bringing into Singapore our SpiderNet advised the arrangers and dealers.

Other recent transactions from around the region: Allen & Gledhill has advised Singapore Airlines (SIA), DBS team in the transaction. Bank and Morgan Stanley Asia (Singapore) on SIA’s S$5.3 billion Paul Hastings has advised Binance on its agreement to acquire (US$3.7b) renounceable rights issue of new ordinary shares and the CoinMarketCap. Binance is the global blockchain company behind S$3.5 billion (US$2.4b) renounceable rights issue of mandatory convert- the world’s largest digital asset exchange by trading volume and users. ible bonds, to raise S$8.8 billion (US$6.1b). DBS Bank was appointed CoinMarketCap operates the world’s most-referenced price-tracking as sole financial adviser and, together with Morgan Stanley Asia (Singa- website for crypto assets. Corporate partners Meagan Olsen (Los pore), as joint lead managers for the rights issue. Partners Lim Mei, Angeles) and David Wang (Shanghai), supported by partners Jia Yan Leonard Ching, Hilary Low, Magdalene Leong, Lim Wei Ting, Ta n (corporate), Robert Miller (corporate), Douglas Schaaf (tax), Ste- Tze Gay and Wu Zhaoqi led the firm’s team in the transaction. phen Harris (employment and benefits), Todd Schneider (IP and Yulchon is advising Prudential Financial on its sale of The technology), Scott Flicker (regulatory) and Katherine Bell (finance), Prudential Life Insurance of Korea to Korea’s KB Financial Group for led the firm’s team in the transaction. W2.3 trillion (US$1.9b). M&A partners Nina Kim and Hyeon Hwa Ashurst has acted as English, Singapore and New York law counsel Shin, supported by M&A partner Hyung Ki Lee, tax partners Jeremy to ANZ and ING, as the mandated lead arrangers and book-runners, Everett and Sang Woo Song, and labor and employment partners on a US$400 million reserve-based lending facility to finance Udenna’s Jae Woo Park and Christopher Mandel, led the firm’s team in the acquisition of Chevron’s 45 percent operating interest in the Malampaya transaction. gas field in offshore Palawan, Philippines. The Malampaya gas field is Simpson Thacher is advising CVC Capital Partners on the for- developed and operated by Shell Philippines Exploration, which also has mation and raising of CVC Capital Partners Asia V. The fund exceeded a 45 percent interest. Partner Alfred Ng, supported by partners Jean its target size of US$4 billion, reaching its hard cap of US$4.5 billion. Woo, Mike Neary and Christopher Whiteley, led the firm’s team in Partners Gareth Earl, Adam Furber and Daniel Lloyd led the firm’s the transaction.

Volume 17 Issue 5, 2020 13 Opportunities of the Month …

Be it a case of wanting to spice things up or break the pattern, every now and then, it's nice to know there's something else. Whether you do so casually or stringently, take a look below to see what the legal sector can offer you.

General Counsel Senior Corporate/Commercial Lawyer – Banking – Fintech 15-20 yrs PQE, Taipei 12+ yrs PQE, Hong Kong

Well-known bank is looking for a General Counsel to head up Established Fintech has created an exciting new role for a its legal team in Taiwan. This role will be required to manage a senior corporate/commercial lawyer with good commercial large team. Together with this team, it oversees legal support acumen to join the legal team. Work involves a broad range of for all of the bank’s business lines and also manages the bank’s legal work. Experience with a top tier firm and some in-house legal and reputational risks. The ideal candidate should have experience is critical as is fluency in Cantonese. [Ref: IHC prior experience at other top tier financial institutions and also 18421] experience in managing a team. Candidates should be qualified Contact: Andrew Skinner in a recognised jurisdiction and have business level Chinese Tel: (852) 2920 9111 skills, with the ability to read and write in traditional Chinese. Email: [email protected] Candidates already based in Taiwan or looking to repatriate back will have a distinct advantage, although candidates looking to relocate there will also be considered. This is an excellent opportunity for a senior financial services lawyer to take on a pivotal role at a reputable organisation. [Ref: AC8174] Contact: Chris Chu Fund Formation Junior Partner Phone: (852) 2537 7415 – Private Practice Email: [email protected] 8+ yrs PQE, Singapore

Top global law firm is looking to hire a fund formation junior partner into their Singapore office. You would NOT be required to bring in any business as you will be taking the lead Senior Manager/Manager, Legal on servicing deals from this firm’s numerous Southeast Asian fund clients. Attorneys at the counsel or senior associate level – FMCG will also be strongly considered, as there is a clear business 8+ yrs PQE, Singapore case to be promoted to Partner within a few years. [Ref: Ref: JVIHC-0030] A multinational FMCG company with an established presence Contact: Alexis Lamb in Asia is looking for a senior legal counsel to take on a regional Email: [email protected] responsibility based in Singapore. Reporting to the Legal Director, you will provide legal support and advice to regional functions on a wide range of legal matters, including corporate, commercial, M&A, insurance, anti-bribery, conflict of interest, data privacy, labour, IP, and R&D issues. Singapore qualification is required for this role. The ideal candidate will have over 8 years’ relevant PQE, gained at a law-firm or in-house at a leading company. Willingness to travel and open to challenges such as potential relocation for work will be preferred. [REF: 15704/HI] Contact: Katherine Fan Tel: (852) 2520 1168 Email: [email protected]

14 www.inhousecommunity.com SPOTLIGHT ON CIA Collections, Investigation & Audit

Rakesh Kirpalani Director, Dispute Resolution & Information Technology Chief Technology Officer, Erick Gunawan Drew & Napier Head of Forensics, Law In Order [email protected] [email protected] How to speak IT

Erick Gunawan talks to Rakesh Kirpalani, chief technology officer at Drew & Napier.

Should all companies have information or a legally trained forensic expert to How can in-house lawyers address governance officers? bridge the gap. It is often quite surprising these challenges? Ideally, everyone should have a basic as to how effectively solutions to In-house counsel should take the time understanding of the company’s IT commercial problems or crafting legal and effort to understand their company’s infrastructure, not least because as more arguments can be found when technology IT infrastructure. This does not mean companies digitise, the risk of cyber and law collide. From a practical they should be fluent in such matters, threats increases. A cyberattack can perspective, this means that forensic but they should have at least a come from anywhere and it is now very evidence preservation, review and conceptual understanding of how the common for attacks to originate from analysis may need to become part of company’s IT infrastructure works, its company employees who inadvertently mainstream legal practice with both strengths and weaknesses, and be allow an attacker into the system. lawyers and forensic experts playing updated on IT developments and However, it is particularly critical for a their roles seamlessly to serve the exploits. company’s crisis response team to be client’s interests. At the same time, in-house counsel familiar with the company’s IT should hold regular training courses for infrastructure to be able to respond What challenges do you see facing their IT counterparts to educate them on decisively when required. At the same in-house lawyers who need to work issues such as regulatory risk and time, designated information governance with their IT counterparts? privilege. The goal would be for in-house officers responsible for formulating data Often, in-house lawyers and their IT lawyers and their IT counterparts to be management policies and executing the counterparts will speak different able to bridge the gap in the “languages” same would be important given the “languages” and have different to better protect their organisation and increasing scrutiny on the manner a concerns. For instance, in a situation its interests. company stores and protects its data. where a company has suffered a malware attack, the IT department’s How can external counsel work with chief concern may be getting to the forensic experts to assist organisations technological root cause of the issue, on issues concerning electronically while the legal department’s main stored information? concern may be preserving privilege The interface between legal rights and over any investigative report obligations and technology is often a commissioned by IT and the Law In Order is a leading provider to the legal profession of eDiscovery and legal blind-spot for most lawyers and in-house accompanying regulatory risk. support services including forensic data counsel who usually tend to be less Differences in the “languages” collection, information governance, man- technologically inclined and focus on spoken also manifest in day-to-day aged document review, and virtual arbitra- tion or mediation services. We provide a more traditional methods of protecting operations. Taking the current Covid-19 secure, flexible and responsive out- their client’s interests. Similarly, forensic situation as an example, where many sourced service of unparalleled quality to experts are experts in electronic employees may be forced to work from law firms, government agencies and inhouse corporate legal teams. The Law In evidence preservation and analysis, but home, IT’s selection of a third-party Order team is comprised of lawyers, they usually do not have the ability to service provider for teleconferencing may paralegals, system operators, consultants creatively consider legal or commercial be driven by certain technological and project managers, with unparalleled knowledge and experience in legal tech- solutions to problems. features, but a legal counsel will have to nology support services. It is crucial for the two disciplines to carefully scrutinise both the terms and interface more and understand the conditions of use, as well as the www.lawinorder.com synergies that exist between them. It protocols used by the system to transmit [email protected] often helps to have a tech-savvy lawyer data, to ensure they are secure.

Volume 17 Issue 5, 2020 15 SPECIAL REPORT Investments in Asia? How to better use business intelligence.

By Ben Yeung, director and Stuart Witchell, managing director of Berkeley Research Group

aking investments or entering into an inflating revenues, leading to a significant M&A deal can involve uncertainties and overvaluation of companies. The turning of a blind potential pitfalls. These can include eye to known issues in an attempt to reach a deal financial and commercial issues, clashing quickly is often commonplace. Mbusiness cultures, sudden changes in government Although truly robust financial due diligence regulation, poor strategic fit or simply bad timing, might identify potential red flags prior to deal to name a few. Fortunately, shrewd investors and closing, questions about key management figures their legal counsel can identify many risk areas early and relationships with customers and external by gaining a deep understanding of the company vendors would require a more in-depth exercise. they will invest into and its surrounding business Commercial due diligence and ‘background checks’ environment. are necessary, but they are no substitute for deep- dive investigative due diligence to capture Uncovering past track record and existing suspicions of wrongdoing, irregularities, regulatory problems transgressions or other reputational red flags to Common pitfalls can be identified by performing which prudent investors should pay heed. In many proper investigative due diligence. Most firms know cases, the most troubling information is not a of the need for some due diligence prior to matter of public record and can be obtained only investment, but many limit those investigations to through systematic discreet inquiries with regulatory financial, commercial and legal dimensions, with the contacts, business partners and/or individuals who occasional ‘background check’ thrown in. These have insight into the company’s ‘dirty laundry’. efforts are useful for obtaining a baseline as to the Investors are often surprised by the volume of company’s past performance, market conditions and valuable information hidden from the public domain. other public information on the company and its key management. Assessing the broader business These checks do not, however, address big- environment picture risks that could potentially undermine the Factors beyond the direct control of a company also longer-term viability of the deal. Many well-known have a bearing as to the viability of any business. examples demonstrate how ‘routine’ due diligence For example, a deal can be affected by government can be grossly ineffective, despite being audited by red tape, local opposition to the project, political reputable global firms, especially in identifying conflict within local stakeholders, inconspicuous debilitating cultural differences, intentional resistance by factions inside the company or other misreporting and—worse still—outright fraud. The ‘unwritten rules’ of business. These factors affect potential ‘traps’ involving companies in emerging or companies both foreign and domestic. frontier markets can be even more significant. Take Tata Motors, a subsidiary of the massive Another risk for investors is that processes may Indian conglomerate Tata Group, as an example. In be rushed, with some management eager to reach a 2006, it acquired 400 hectares of land in Singur, a deal as quickly as possible. BRG professionals have small town in West Bengal, to build a factory for its uncovered deliberate, multiyear coordinated low-cost Nano car, which has sometimes been called accounting misconduct by senior management in the world’s ‘cheapest car.’ The site initially

16 www.inhousecommunity.com Investments in Asia? By Ben Yeung, director and Stuart Witchell, managing director of Berkeley Research Group

appeared promising, as the state of West Bengal had formulated an industrial policy to support the development of a local automobile industry to solve local unemployment problems. However, when displaced local farmers began to receive compensation checks from the local government following the sale of the site, they quickly grew angry with the low level of compensation offered. A series of protests erupted, which quickly turned violent. Once the first Nanos began rolling off the production line, other local figures began to demand that the bulk of the land be returned to the local Ben Yeung Stuart Witchell farmers. After a lot of wrangling, Tata Motors realised how untenable the plant had become and ultimately decided to leave West Bengal. Unfortunately, its shift of location to Sanand, About BRG Gujarat, created a production delay of eighteen Ranked by Global Investigations Review as one of months, which coincided with a period of great hype the world’s top investigations consultancies, for the innovative vehicles. The political and BRG’s Global Investigations + Strategic reputational fallout from the saga haunts Tata Intelligence practice provides companies, their Motor’s reputation to the present day. counsel and other advisors with critical The importance of properly assessing risks and information to make well-informed business and developing a nuanced understanding of a local compliance decisions. Our professionals possess environment simply cannot be overstated. If a Tata a wide range of skills and disciplines and include Group subsidiary can get into such a quagmire in its intelligence experts, forensic accountants, native country, then a foreign firm hoping to break computer forensics and technology consultants, into a similar market would be wise to assess its and data analytics specialists, as well as prospective business environment diligently and cybersecurity, governance, regulatory, security intelligently. Tata Motors’ experience in West Bengal and industry experts. BRG’s multidisciplinary shows that having a good understanding of not only team has deep experience in consumer goods, the domestic legal system, but of the nexus energy, financial services, gaming, healthcare, between local power brokers, interest groups and manufacturing, mining and mineral extraction, political factions, and potential flashpoints is critical pharmaceutical, real estate, technology and prior to making any major investment. telecommunications and media. Our Specialised risk-advisory firms can provide professionals have conducted investigations invaluable support in this regard, because detailed throughout Asia-Pacific. Our teams leverage insights pertaining to specific sectors and localities depth and breadth of experience with are simply not covered by strategy consulting sophisticated analytical tools and industry studies, ‘ease of doing business’ reports, or expertise to provide bespoke solutions to ‘background check’ reports. complex legal, business and regulatory matters.

The importance of business intelligence The views and opinions expressed in this article are those of Successful M&A, or indeed any investment, demands the author(s) and do not necessarily reflect the opinions, a thorough evaluation of all facets of risk surrounding position, or policy of Berkeley Research Group, LLC or its other an opportunity. The underlying commercial soundness employees and affiliates. of the deal, the broader business environment and the likelihood of potential changes to that environment are all important areas to be looked into. Unsurprisingly, the depth of research and level of due diligence demanded by sophisticated investors have expanded immensely in recent years. As we [email protected] enter into the new decade, firms that continue to [email protected] rely solely on traditional commercial, legal and www.thinkbrg.com financial due diligence will do so at their own peril.

Volume 17 Issue 5, 2020 17 SPECIAL REPORT The impact of Covid-19 on Mena M&A The pandemic will undoubtedly cause lasting economic and societal changes that will affect the way that deals are conducted, write Gibson, Dunn & Crutcher’s Hardeep Plahe, Fraser Dawson, Hanna Chalhoub and Thomas Barker.

any of us are facing more difficult operators. These ancillary industries are and imperative personal and particularly important in the Middle East where business decisions today than before strategies to diversify economies away from a the crisis. However, despite the dependence on oil and gas revenue has often Munprecedented nature of this situation we must focused on attracting international tourists. believe that life, including economic activity, The asymmetric effect of the pandemic on will begin to return to normal in the near to different sectors means that, post-crisis, medium future. In this article we look beyond businesses will be looking at potential M&A the crisis to the possible long-term effects on transactions from vastly different perspectives. M&A in the Middle East and North Africa (Mena) Some companies will have continuing cash flow region. issues and may consider spinning off non-core Hardeep Plahe assets or divisions to provide additional IMPACT ON INDUSTRY SECTORS liquidity; whereas those that successfully All businesses are adapting to market conditions weather the storm may have greater ability to and restrictions imposed by governments to be acquisitive and pursue M&A opportunities. limit the spread of Covid-19; many economies Even before the spread of Covid-19, are bracing for contraction or, at best, feeble consolidation was a major theme of recent M&A growth. in the Mena region, particularly among financial institutions: the US$5 billion merger of Alawwal Which industries will be most affected? Bank and Saudi British Bank and the creation of While the pharmaceutical, healthcare, food an enlarged ADCB through the three-way merger supply and certain logistics industries are of local banks being notable examples. We experiencing an uptick in demand during social expect this trend to accelerate in banking as distancing, the vast majority of businesses are well as other industries (such as education and dealing with an acute slowdown in operations. insurance) where companies with complimentary The tourism and hospitality sectors have been business and geographic footprints may find particularly hard hit and major airlines across synergy-achieving mergers attractive. the globe are seeking government support to survive the crisis; national carriers in the Private equity and sovereign wealth Middle East are no exception. In recent years investment professionals have Reduced travel has also had a knock-on regularly cited inflated asset prices — driven in effect on other industries in tourist hotspots, part by low interest rates and cheap debt — as including retail, leisure and restaurant a significant limiting factor on investment

18 www.inhousecommunity.com The impact of Covid-19 on Mena M&A By Hardeep Plahe, Fraser Dawson, Hanna Chalhoub and Thomas Barker, Gibson, Dunn & Crutcher

activity. If, however, asset prices fall and PE exits generally as funds look to hold assets remain subdued following the crisis, then asset until economic recovery has started and managers should be able to acquire assets at a valuations have bounced back. significant mark-down to pre-crisis levels, Sovereign wealth funds (SWF) (including allowing healthy returns in the medium to long those in the Middle East) generally have longer term provided that there is not a profound term horizons than traditional PE firms and effect on economic activity. may, therefore, find themselves having to deal The impact on PE funds could vary with both scenarios simultaneously — managing significantly depending on the amount of dry existing portfolios and seeking further powder left to be deployed. At the end of 2019, acquisitions. SWFs also face a third dynamic private equity and venture capital funds had which shapes their M&A approach — the need to amassed almost US$1.5 trillion globally, consider the broader economic and policy Fraser Dawson according to Preqin — the largest amount ever considerations. Oil prices have fallen at year end. But the majority of this capital significantly in recent months making these (approximately 62 percent) is held by funds considerations particularly relevant in the Mena from the 2018 and 2019 vintages. We expect region where oil revenues constitute a large managers of those funds to be especially proportion of government revenue. However, acquisitive to take advantage of situations we expect Mena-based SWFs to pursue strategic where the proposed purchase price falls below M&A opportunities at the right price. For the perceived intrinsic value of the asset. This example, the Public Investment Fund of Saudi applies equally to public and private companies Arabia recently acquired an 8.2 percent stake and, therefore, we also expect to see an in a large cruise operator and has also increase in take-private transactions — although reportedly acquired stakes in certain publicly the majority of these will probably occur listed oil producers. outside of the region given the limited track In the longer term, PE firms, SWFs and large record and relatively less developed regulatory multinational conglomerates may try to framework for such transactions in Mena. rebalance their portfolios by mixing in assets in Older funds, such as those raised between defensive industries (such as healthcare and 2012 — 2017, have generally deployed a larger supermarkets) in an attempt to hedge against proportion of their capital and will be focused future pandemics. on managing their portfolios through the crisis — calling further capital as necessary to do so. Globalisation vs nearshoring We may also witness a decline in the number of Finally, the effect of the pandemic on social

Volume 17 Issue 5, 2020 19 SPECIAL REPORT

the status of the target group. This protection gap is something which any potential buyer will need to balance against the potential upside or seek to mitigate through R&W insurance or deferred consideration mechanisms.

Valuations and purchase-price adjustments A key issue for those considering a potential transaction following the crisis is whether accounts from the 2020 financial year are an appropriate basis to accurately reflect the target business’s value. If the company suffered norms is expected to reshape several industries a sharp fall in revenue during the pandemic, in the Middle East. For example, we expect then using an Ebitda multiple based on regional governments to ramp up nearshoring to accounts covering that period may significantly reduce reliance on imports thereby reversing undervalue the business (particularly if the some effects of globalisation. Corporates who business is showing signs of a strong recovery). experienced disrupted supply chains during the It may, therefore, be more appropriate to use pandemic may also establish localised adjusted Ebitda or alternative accounts from production centres and storage facilities. This periods that did not overlap with the could create investment opportunities for both coronavirus-related downturn. Using an Ebitda foreign and regional investors to support growth multiple might become a blunt tool in in these sectors. determining the purchase price but potential Hanna Chalhoub alternatives — such as using discounted cash- IMPACT ON M&A TRANSACTIONS flows or valuations of similar publicly-listed AND DEAL DOCUMENTATION businesses — have their own limitations. While many market participants are adopting a Purchase-price adjustment mechanisms also wait-and-see approach at the moment, M&A need to be carefully considered. Locked‐boxes opportunities that arise in the post-outbreak are less likely to be acceptable to buyers if the era will inevitably present new issues borne out date of the locked-box accounts is prior to the of recent experiences. pandemic given that they will be on‐risk for the performance of the business from that date. By Due diligence way of comparison, if the locked-box date is set Buyers will consider the robustness of the after the crisis has subsided, buyers may see an target to handle similar situations in the future opportunity to take advantage of any upside in and may, therefore, request specific warranties the target business as the recovery takes effect. designed with Covid-19 in mind. On some Traditional price adjustment mechanisms transactions, buyers may also appoint specialist may also require modification. For example, advisers to carry out diligence on pandemic- normalised working capital levels may need to related issues. As for legal due diligence, be adjusted as businesses stock-pile to minimise advisers will have a renewed focus on future disruption. Moreover, sellers may have termination rights and whether force majeure taken drastic measures to maintain sufficient clauses could be applicable during a future liquidity at the target‐company level and may pandemic. want to seek collars to permitted working‐ Stressed and distressed M&A situations often capital adjustments to avoid being unduly have truncated deal timetables which make it penalised as they continue to manage the difficult to conduct full due diligence on the situation. target group. Buyers will, therefore, need to consider what can be achieved in the time Consideration structures available and whether this will provide them The reasons for pursuing a potential transaction with sufficient comfort. To compound this, in the aftermath of the pandemic will drive the sellers in a distressed situation may be type of consideration a seller is seeking. Where unwilling to provide a full warranty package on a seller is in financial difficulty, all-cash offers

20 www.inhousecommunity.com The impact of Covid-19 on Mena M&A By Hardeep Plahe, Fraser Dawson, Hanna Chalhoub and Thomas Barker, Gibson, Dunn & Crutcher

payable immediately on completion will be given a premium over offers with an element of non-cash or deferred consideration. When a longer term view is being taken by the seller and high valuation is of greater importance vis-a-vis immediacy of funds, deferred consideration structures are likely to become more prevalent. The target business’s ability to rebound is likely to remain uncertain and, therefore, earn-outs based on the future performance or the retention of equity by the seller may prove attractive to both buyers and sellers. Earn-outs may also help to de-risk some of the uncertainty regarding valuation methods often easier to do through face-to-face discussed above. meetings, where individuals can look their If debt financing proves costly, non-cash counterparts in the eye and get a sense of consideration structures (whether for all or part comfort that a fair outcome has been reached. of the purchase price) may become a common Changing cultural norms may see less business alternative to all cash deals. Non-cash assets travel and a greater reliance on technology are not ideal for private equity and other throughout the negotiation process making that financial institutions who need to provide trust and comfort harder to come by. returns to their investors, but listed equities Technology will also play a greater role in may be acceptable where there is a liquid M&A through virtual closings and the use of market for the securities and yield-paying loan electronic signatures, especially in the Mena notes may also be attractive in a post-crisis region where physical closings have been Thomas Barker low-interest rate world. common. In the longer term, we also expect processes in M&A transactions to be Closing conditions modernised, such as the need for physical Even prior to the Covid-19 outbreak, it was well execution of share transfer instruments in the known that establishing that a material adverse presence of a public notary or the need for effect or material adverse change had occurred physical filings. For example, the UAE has was extremely difficult in most jurisdictions — recently announced that meetings with notaries especially when such provisions had been will be available through an online portal to drafted without a particular situation in mind. ensure business continuity during the imposed As a result, we may see a trend of specific work-from-home policy. closing conditions being requested by buyers relating to the financial or operational CONCLUSION performance of the business if a new pandemic While the full impact of the Covid-19 pandemic arises prior to closing of the transaction. is impossible to predict, it is increasingly clear Sellers may also want the ability to extend that there will be long-term changes to the the longstop date to satisfy regulatory closing global economy and societal behaviour as a conditions if they become delayed due to result. The M&A market is no different and we government departments/regulators operating will see deal activity, practices and processes at reduced capacity (or closing altogether) change to address the reality of the situation during a future lockdown period. post-crisis.

Changes to the M&A process At their most basic, M&A transactions rely on two parties (buyer and seller) working together [email protected] to achieve a shared goal — the disposal/ [email protected] acquisition of the target business or assets — [email protected] and the success of an M&A transaction is often [email protected] dependent upon the parties building a strong www.gibsondunn.com relationship throughout the process. This is

Volume 17 Issue 5, 2020 21 SPECIAL REPORT Scrutinising CP Group’s acquisition of Tesco The decision of Thailand’s competition authorities will set a precedent regarding merger control and provide clarity on market definitions, write Nuanporn Wechsuwanarux, Pranat Laohapairoj and Chotiwut Sukpradub of Chandler MHM.

Introduction Definition of dominant player Thailand’s Trade Competition Act, BE 2560 The notification of the Trade Competition (2017) is the primary law that regulates and Commission Re: Criteria for Identifying Business oversees five areas of anti-competitive Operators Dominating the Markets, BE 2561 behaviours and market practices: (2018) provides that business operators with the (1) abuses by dominant players of the market following market share and sales revenue shall and other operators; be classified as a dominant player: (2) abuses by non-dominant players of the (1) any operator in a market of any goods or market and other operators; services having a market share in the (3) merger control, covering amalgamation, previous year of 50 percent or more and share acquisition and asset acquisition; sales revenue in the previous year of Bt1 Nuanporn (4) cartel behaviours, covering horizontal and billion or more; or Wechsuwanarux vertical cartels; and (2) the first three operators in a market of any (5) cross-border arrangement. goods or services having in aggregate a market share in the previous year of 75 Many of the above areas have already been percent or more and each has sales revenue tested with cases and investigations, but one in the previous year of Bt1 billion or more, area that has remained largely untested until except that if the third one does not have now is the merger control. 10 percent of the market share, then such Under the Trade Competition Act, any third operator will not be classified as a action that qualifies as a merger, which will dominant player. result in a dominant player in the market will require prior approval. The approval could be Until a few weeks ago, the OTCC’s merger conditional or unconditional. However, if a division mainly received post-merger merger will not result in a dominant player but notifications. This is about to change, as the will result in a significant reduction of OTCC is now facing a possibility of having to competition, then the acquirer will only need decide on a very significant merger which likely to notify the Office of Trade Competition will result in a very powerful dominant player Commission (OTCC) after the merger. in a modern trade market.

22 www.inhousecommunity.com Scrutinising CP Group’s acquisition of Tesco By Nuanporn Wechsuwanarux, Pranat Laohapairoj and Chotiwut Sukpradub, Chandler MHM

Acquisition of Tesco in Thailand by modern trade market in Thailand: (i) Makro CP Group with a 37.4 percent market share, (ii) Big C with Recently, Tesco announced the sale of its Thai a 24.2 percent market share, and (iii) Tesco and Malaysian businesses. The Thai Lotus with a 38.4 percent market share. The conglomerate CP Group, a large and powerful acquisition of Tesco Lotus by CP will create a modern trade player in Thailand, beat the other player with 75.8 percent of the market share of bidders. the modern trade market. Other commentators According to the disclosure made to the have stated that the modern trade market Stock Exchange of Thailand on March 9, 2020, could include other players in the department CP All and Charoen Pokphand Foods have given store sector as well. notice of their acquisition of Tesco Stores It is, therefore, to be seen how the OTCC (Thailand) and Tesco Stores (Malaysia), through will determine the definition and scope of the Pranat Laohapairoj two special-purpose vehicles, CP Retail Holding market, or perhaps markets, which could be and CP Retail Developer. wide or narrow. This depends on many factors. Tesco Stores (Thailand) operates a retail The OTCC will determine the market definition business under the trade name “Tesco Lotus”, and review the possible impact on the market, which includes 214 retail hypermarket Tesco consumers, trade partners and the economy as Lotus stores, 179 grocery-focused Talad Lotus a whole. The OTCC technically has up to 105 stores and another 1,574 Tesco Express days (90 days and 15 days of extension if convenience stores, totalling 1,967 locations1. necessary) to consider a deal after a pre- CP Group currently operates around 11,712 merger application is submitted and accepted 7-Eleven convenience stores in Thailand, and by the OTCC. 127 wholesale hypermarket Makro stores Under the Notification of the Trade (having acquired Siam Makro from SHV Holdings Competition Commission Re: Guidelines for back in 20132). Consideration of Market Definition and Market According to the press conference by CP Share, BE 2561 (2018), the scope of the market Group, the group says that Makro would be will be holistically reviewed and determined categorised as a wholesale store while Tesco based on an analysis of the facts surrounding Lotus would be categorised as a retail store, demand substitutability, supply substitutability therefore the two are in different markets. and barrier to market entry. Consideration However, there are contrary views. Notably, would be given to what products and services one non-governmental organisation (NGO) in are substitutable with the products and Thailand has filed a complaint to the OTCC to services in question, price of the products and obtain comment on this deal. According to the services, utility, brand loyalty and supply NGO, there are only three big players in the shift-in from other areas, how easy operators

Volume 17 Issue 5, 2020 23 SPECIAL REPORT

can shift their production lines and service situation, and whether a grant of approval is models to cover certain products and services, beneficial to society as a whole. and what the barriers are for new operators to join the competition, in addition to other Conclusion factors. There are no written guidelines The prospective acquisition of Tesco Lotus by indicating which of these factors receives the CP Group will probably be one of the most most weighting. scrutinised deals in the history of Thailand. All The Notification of the Trade Competition stakeholders and non-stakeholders alike are Commission Re: Guidelines on Consideration of monitoring the situation, from lawyers to Unfair Trade Practices between Wholesale/ financial advisers, and from operators to Retail Business Operators and Producers or ordinary citizens. It is expected that this case Chotiwut Sukpradub Distributors, BE 2562 (2019) mentions the will set a precedent regarding merger control in following categories of stores: hypermarkets Thailand. As a result of this case, subsequent (including wholesale and retail), cash & carry, cases will benefit from having a clearer field supermarkets, specialty stores, department demarcation, whether narrow or wide, and stores and convenience stores. However, this clarity on how to determine the market list does not discuss the scope of market, or definition under this law. The decision of the markets, of these modern-trade type stores. OTCC will ultimately have a long-lasting impact Based on available information, CP Group on the M&A industry in Thailand. already operates wholesale hypermarkets, supermarkets and convenience stores, while Tesco Lotus operates retail hypermarkets, Endnotes supermarkets and convenience stores, both 1. As of August 2019, based on the disclosure to the operators are presumed to each have a large Stock Exchange of Thailand on 9 March 2020 of CP market share in some of these markets. The All Public Company Limited 2. As of 31 December 2019, based on financial state- issue that the OTCC must determine is what is, ment for fiscal year ended 31 December 2019 of or what are, the market definition(s) for these Siam Makro Public Company Limited stores, how each category overlaps to the extent that they must be counted together and what the ultimate market share for each party is for each type of market, or perhaps for the [email protected] overall modern-trade market. Ultimately, the [email protected] question is likely to be along the lines of what [email protected] the impact on the market may be, rather than www.chandlermhm.com if we are dealing with a dominant player

24 www.inhousecommunity.com

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Payment method: n Cheque n Bank TT n PayPal (details will be sent to you) SPECIAL FEATURE We need to look at IP in a new light

Cross-border data flows will become one of, if not the most important consideration for corporate counsel in the future given the implications for intellectual property, privacy, competition, trade, compliance and innovation, writes Ronald Yu.

Ronald Yu s we move further into the age of Recently, though, there’s been a new twist — Industry 4.0, the need for expertise in companies not typically associated with tech, IP will only continue to grow, entertainment or content publication, are now particularly in the context of arming themselves with large IP portfolios. For internationalA data flows. instance, in 2019 American Express, Visa, Mastercard, Bank of America and Walmart Consider the facts. (through Walmart Apollo) ranked among the top Not only are the key assets of most companies 30 holders of blockchain patents worldwide. today intangible, with much of this in IP of some form — inventions, strategic knowhow, The overlooked implications content, brands, etc, but the proportion of While IP and IP rights are typically viewed in a intangible to tangible assets continues tilting protection framework — ie, you get patents to towards the former as companies introduce new protect inventions, copyright protects movies, innovations, apps, products, services, etc. art, literature, music, etc, trademarks protect indications of origin — more IP sophisticated “As more and more work is being conducted over players have used IP rights to increase revenues (eg, through licensing) or further strategic networks, particularly now when extensive work corporate objectives such as promoting the at home arrangements are in place, worries over wider adoption of their technologies or technologies with which they have an the potential loss of valuable IP have grown” underlying interest, as Tesla has done by pledging not to take legal action against parties How are all these services and products using their technologies in good faith, even being created? Increasingly through networked without prior permission, or as IBM did earlier collaboration and cooperation, often across with its patent pledge that was ultimately borders helped along mightily by improved designed to promote wider adoption of the communications and IT applications; and the Linux operating system. recent Covid-19 crisis has only served to There have also been other companies whose supercharge this trend. business models are based around monetisation

26 www.inhousecommunity.com We need to look at IP in a new light By Ronald Yu

of IP rights — notably patent assertion entities International data flows are not only (PAEs), pejoratively known as ‘patent trolls’, necessary for operational reasons but also for seeking licence fees from users who may product development — particularly for the intentionally or unintentionally infringe their localisation of applications or services and for patent rights. artificial intelligence (AI) applications that While overly aggressive PAEs, such as the one require massive amounts of training data. that threatened small businesses with expensive FTAs limiting the transfer of data or calling infringement suits over their use of WiFi for data to be locally stored potentially limit systems, have given PAEs a bad reputation, product development, raise costs and there are legitimate players who license complicate compliance matters (eg, because important technologies and help ensure that data now has to be stored in multiple locations the developers of these technologies are fairly under heterogeneous sets of rules and compensated. regulations). Furthermore, as more companies adopt ever advanced technologies, the threat that their “Companies not typically associated with tech, business operations can be disrupted or their costs of doing business increased by key IP entertainment or content publication, are now holders is now a real possibility. But things arming themselves with large IP portfolios” don’t end here.

When in doubt spell it out Provisions in FTAs that could potentially As more and more work is being conducted favour companies in one jurisdiction over over networks, particularly now when companies outside that country are also extensive work at home arrangements are in potential red flags as are clauses in, for place, worries over the potential loss of example, privacy regulation that may require valuable IP, whether content or sensitive disclosure of important trade secrets, such as information — ie, trade secrets — have grown, the algorithms used in an AI application, under leading companies to issue warnings about certain circumstances. Given that companies cybersecurity and employ technological are increasingly employing bespoke AI systems, solutions such as VPNs or surveillance software whose key critical IP lies in their data and to keep tabs on remote workers (both of which algorithms, this is no trivial consideration. have their own set of legal issues beyond the And of course, where international data scope of this article). flows are concerned, there is always the Yet companies should also worry about IP possibility that an IP rights holder in another ownership in networked environments, not only jurisdiction might try to use its IP to block its when a participant is not technically an rival’s ability to conduct business there. ‘employee’ but also where other business parties are involved and rights to any newly Going mainstream created IP are ambiguous. In short, the concerns that tech and content companies had regarding IP rights are now The complications of confluence finding their way to other industries. Given that The confluence of technologies, combined with IP is now a major asset of most companies, increasing networked collaboration and increasing IP awareness is now a necessity development, particularly across borders, has particularly as privacy legislation and FTAs have brought about another IP-related concern that become so important to the protection of has so far escaped greater attention — the IP valuable IP and data flows, so critical to consequentiality of privacy legislation and free operations and product development. trade agreements (FTAs) that regulate cross- border data transfers. Such a situation is not unprecedented; Bryan Mercurio, Professor of the Faculty of Law and Simon F.S. Li Professor of health regulations, for instance, have long Law at the Chinese University of Hong Kong, and Ronald Yu will be co-hosting a series of online, interactive sessions for the In-House Community covering con- proven more effective in protecting vulnerable nectivity, cross-border data flows and related IP issues commencing in late May. wildlife than animal conservation laws For more information contact [email protected] themselves.

Volume 17 Issue 5, 2020 27 SPECIAL FEATURE 特稿

Protecting privacy during Covid-19 Compliance recommendations for handling personal information under Chinese law during the coronavirus Chen Wenhao outbreak.

uring the Covid-19 outbreak, prevention and control of Covid-19, can the People’s Republic of China on processing and protection of the principle be set aside? And which Prevention and Treatment of Infectious personal information can be a institutions or entities can be exempted Diseases, Regulation on Response to pivotal and difficult issue. from this principle? These are urgent Public Health Emergencies, no other DThe key lies in balancing the interest of issues to be addressed in practice. entities or individuals could collect or information/data subjects and the In order to prevent and control use personal information on the interest of society. Considering that the infectious diseases and handle public grounds of epidemic prevention and legislation of personal information health emergencies, Law of the control and disease prevention and protection in China is yet under People’s Republic of China on treatment, when it is without the development, this article sets forth the Prevention and Treatment of Infectious consent of the personal information principles for personal information Diseases, Regulation on Responses to subject.” The Notice further clarified processing, and the possible exceptions Public Health Emergencies and other the exception and its scope of during the Covid-19 outbreak under the laws and regulations provide that application for the purpose of current Chinese legal framework. This relevant personal information can be prevention and control. article also suggests some compliance collected without the authorisation of advice for enterprises that are not personal information subjects by certain Specific compliance advice authorised or not eligible to collect or departments and institutions, including During the prevention and control of use personal information without the the people’s government, health the current epidemic, those who consent of personal information administrative departments, disease collect and use personal information subjects. prevention and control institutions, and are varied and hence applicable rules medical agencies. Furthermore, the are different. Depending on the one The principle provisions under people’s government can authorise that collects and uses personal Chinese law on personal relevant departments, institutions and information, we could divide the information processing and organisations to collect information in personal information controllers into possible exception during the the government’s “contingency plan for two categories: (1) the government and Covid-19 outbreak public health emergencies”. Based on other public sectors which collect and Generally, obtaining “consent” from this, it is an exception to the general publish relevant information based on data subjects is the legitimate basis for principle for personal information statutory duties, (2) unauthorised personal data processing. However, the processing during the Covid-19 entities and individuals which are major personal information protection outbreak. However, any other obliged to report relevant information laws also provide exceptions under unauthorised entities or individuals are in support of epidemic prevention and certain circumstances, such as for the not eligible for such exemption. control — so that the outbreak is public interest purpose under epidemic On February 9, 2020, Office of the monitored. For the second category, outbreak. For example, Article 9 of Central Cyberspace Affairs Commission especially for employers neither GDPR provides a legal basis of the issued Notice on Effectively Protecting authorised to collect/use personal exceptions of “consent” principle in Personal Information and Using Big information, nor eligible for the personal data processing. Under Data to Support Joint Prevention and exception, our advice is as follows: Chinese law, the general principle is Control (the “Notice”). The Notice Firstly, employers should better that the consent of personal requires that “except for the establish internal control system of information subjects should be acquired institutions authorised by the health personal information management; before personal information can be department of the State Council in clearly stipulate the workflow of collected and used. However, if such accordance with Cybersecurity Law of information collection, storage and processing is for the purpose of the People’s Republic of China, Law of disclosure; impose confidentiality

28 www.inhousecommunity.com Protecting privacy during Covid-19 By Chen Wenhao, AllBright Law Offices 新冠疫情期間中國法下 有關個人信息處理的合規建議 文：陳文昊, 上海市錦天城律師事務所

requirements and disclosure bans on security measures to prevent the applies unless the enterprise can personnel with access to relevant collected personal information from anonymise the personal information. information. In the meantime, being accessed without authorisation, Lastly, employers should provide employers should clarify job duties and tampered with or misappropriated. personal information subjects with the ensure that the whole process of Thirdly, if employers plan to use the chance to view and rectify the personal information collection and personal information after the information collected. Employers processing is under internal scrutiny. epidemic, it must explicitly state its should delete relevant information Secondly, employers should purpose to personal information upon the requirements of personal establish encryption and storage subjects and obtain their consent. This information subjects.

新冠疫情期間中國法下 有關個人信息處理的合規建議 冠疫情下的個人信息處理 政府、衛生行政部門、疾病預防控制機 其是針對未獲法律授權、不享有“知情 及其保護問題，重點與難 構以及醫療機構可以未經個人信息主體 同意”豁免的各類用人單位，在涉及個 新點在於個人信息上的信息/ 授權而收集有關個人信息，同時人民政 人信息收集、使用時，我們建議： 數據主體利益與社會公共利益兩者之間 府還可以在“突發公共衛生事件應急預 首先，用人單位應當盡快着手建 的衝突與協調。鑑於我國個人信息保護 案”中將信息收集的職權再次授權給相 立個人信息管理的內控制度，明確信息 立法尚在發展完善當中，本文將在我國 關部門、機構、組織。根據該分析，此 採集、保存與披露的工作流程，要求接 當前個人信息保護法律體系下，結合疫 為疫情防控這一特殊背景下個人信息處 觸相關信息的人員履行保密義務，不得 情及其防控這一現實因素，闡述中國法 理的例外情形，但未獲授權的其他任何 私自對外披露相關個人信息。同時，明 下有關個人信息處理的原則性規定及疫 單位或個人則不享有該等豁免。 確崗位職責，確保個人信息的收集與處 情防控下的例外可能，並針對未獲得授 2020年2月9日，中央網絡安全和 理工作全流程置於內部監管之下。 權、無法適用無需“經被收集者同意” 信息化委員會辦公室發布的《關於做好 其次，用人單位應當建立起相應 而收集使用個人信息的企業提出幾點合 個人信息保護利用大數據支撐聯防聯控 的加密與安全存儲措施，防止所收集的 規建議。 工作的通知》要求，“除國務院衛生健 個人信息遭到未經授權的訪問、篡改或 康部門依據《中華人民共和國網絡安全 盜用。 一、中國法下個人信息處理的 法》《中華人民共和國傳染病防治法》 再次，疫情過後，如果用人單位 原則性規定及其在疫情防 《突發公共衛生事件應急條例》授權的 考慮進一步利用該等個人信息，必須向 控背景下的例外可能 機構外，其他任何單位和個人不得以疫 個人信息主體明示用途，並取得個人信 通常，獲取個人信息主體“同意”是處 情防控、疾病防治為由，未經被收集者 息主體的授權同意，除非企業可以將該 理個人信息的合法性基礎。但關於例如 同意收集使用個人信息。”對疫情防控 等個人信息進行匿名化處理。 疫情爆發這一特定情形，全球主流相關 條件下個人信息收集的例外情形以及適 最後，用人單位應當向個人信息 立法也做出了例外性規定。例 用範圍予以進一步明確。 主體提供訪問與修改被收集的信息的途 如，GDPR第9條相應的條款就有關個 徑，並在個人信息主體提出要求時，對 人數據處理“同意”原則的例外情形適 二、具體合規建議 相關信息予以刪除。 用提供了相應依據；在中國法下，個人 當前疫情防控工作中，收集與使用個人 信息主體的授權同意仍是獲取其個人信 信息的主體呈現出較為複雜的情況，疫 息的基本原則，但疫情防控需要所涉及 情防控中不同的個人信息收集、使用主 的個人信息處理是否可以突破該等原 體具體適用的規則也有所區別。根據收 則？哪些機構或單位可以豁免？是實踐 集、使用個人信息主體的不同，可將疫 中各類個人信息收集單位面臨的亟待解 情防控工作中涉及到的個人信息控制者 決的問題。 分為兩大類：一是政府等公共職能部門 出於傳染病防治和突發公共衛生事 按照法定職責收集、公佈​​相關信息，對 件應對的需要，依據《傳染病防治法》 疫情開展監測；二是未獲授權的單位、 [email protected] wechat:ABL-shanghai 以及《突發公共衛生事件應急條例》等 個人承擔信息報告義務，並可利用所掌 www.allbrightlaw.com 法律法規中有關具體條文的規定，人民 握的數據支持疫情防控。對於後者，尤

Volume 17 Issue 5, 2020 29 SPECIAL FEATURE Black Swan Alert! Covid-19 and what senior partners should be doing right now to survive

Introduction by Patrick Dransfield

he world has changed as a the nature of the industry are naturally consequence of Covid-19 and during competitive. Fortunately, Paul Smith who has the past three the private sector recently retired from being the Chairman of legal services industry is experiencing international law firm Eversheds Sutherland, is Tthe largest drop in activity for at least twenty on hand to share some initial thoughts as we years, if not ever. face what is hoped to be the peak of the Like the apocryphal plumber who never Covid-19 crisis. mends the dripping tap in her own home, There are four tips I would like to share senior partners in law firms have not always with you regarding other Black Swans such as Patrick Dransfield invested due time and care into their own SARs, the Asian Financial Crisis of 1997 and the crisis management. Advising clients on the World Financial Crisis of 2007: legal consequences of various actions as a • Be empathetic and do your best to think of client’s crisis unfolds is one thing, having to other people first — the Covid-19 virus does handle the Black Swan event of Covid-19 as it not discriminate between client or partner, affects our own businesses, families and rich or poor, black, Chinese or Caucasian – colleagues is quite another. Traditionally there but what we have to combat it is our shared has not been a great deal of advice or ‘grey- humanity. And as we do not necessarily know haired’ experience for senior partners to draw the full extent of its impact on others we on. The profession could not be very well need to be mindful of their potential described as a ‘caring’ one and law firms by situation first.

30 www.inhousecommunity.com Black Swan Alert! By Paul Smith

• Be open, frank and honest with all your Charter, which may not seem obviously stakeholders — institutional client to law firm relevant right now at first but actually is. As relationships can run deeper than you may we all have our own Covid-19 stories we need credit. It is not in your top client’s interest to demonstrate that we are sensitive and to see your law firm disappear and so it is empathetic to others. Remote working means crucial to have long and frank conversations that we cannot judge the impact of our with your clients: about how you can help words, our emails and our tone as well as we them and also how they can help you. can when in the same room as our counter- • Be creative — now is the time for those party. The Mindful Business Charter has projects that you never had time for evolved to help smooth the edges of remote previously; it is human ingenuity in the face transactional communications situations of adversity that has been the spur for our between in-house teams and their private collective success on this planet after all. practice counterparts. Now is the time to • Purvey ‘deliberate calm’ to those around you adopt and expand its principals so that none — a phrase from my youngest son’s house of us needlessly upset or feel undermined by master Jonathan Millatt that really resonated the tactless and ill-thought through with me. communications of others. A final word about the Mindful Business https://mindfulbusinesscharter.com/

Crisis management and future scoping for senior law firm management By Paul Smith, former chairman of Eversheds Sutherland and co-author of The Real Deal: Law Firm Leadership That Works*.

Partners in many law firms are greatly to increase the charge out rates to a Paul Smith concerned as to what the future will bring as progressively more resistant client base. The they come to grips with dealing with the fall apparent good health was also disguised by out of the Covid-19 crisis. Now is the time to firms taking on high levels of debt and focus beyond the here and now to take steps to individual partners also taking on large position the firm for the new world. This amounts of personal debt in the form of capital article sets out the steps to be taken now to loans to fund their investment in the firms. make the firm fit for the future. Some firms had even outsourced their billing Covid-19 is a classic ‘Black Swan’ event collections to third party debt collectors as a (‘Black Swan’ being an unpredictable or consequence of the build up of bad debt. unforeseen event, typically with extreme Partners often justify the high levels of reward consequences as first popularized by author they are paid because of the level of risk they and options trader Nassim Taleb in 2007). take. ‘Black Swan’ is an event with an extreme As a consequence even prior to the Black impact outside the realm of regular Swan event of the Covid-19, many law firms expectations because nothing in the past can were far more fragile than was thought or convincingly point to its possibility or therefore believed. The evidence is now piling up daily its outcome. Before Covid-19, the law firm that many firms are already in distress. Deals market superficially appeared to be in good and real estate transactions are drying up with health with rising profitability year on year. For layoffs and furloughs occurring in many firms. many firms, however, this success was brought Partner drawings are being reduced or halted about by reducing equity partner numbers and and 4 day weeks introduced. Sadly, as with the thereby reducing the number of partners great recession of 2008, some firms will sharing in the profit, coupled with attempting inevitably disappear. Among them will be some

Volume 17 Issue 5, 2020 31 SPECIAL FEATURE

household names within the industry as client-facing events into other media, including previous success does not guarantee a bright virtual activities, that demonstrate to existing future. 2008 accelerated the demise of Dewey clients and to the world that the firm is Le Boeuf in the US, Heenan Blaikie in Canada empathetic, pro-active and creative in the and Halliwells in the UK. teeth of the crisis. Dealing with the immediate fall out of the Firms will also be reviewing their lending Covid-19 crisis law firm leaders will always do facilities. Prudent firms will not have become what they do which is to “batten down the dependent on a bank overdraft which can be hatches” and “ride out the storm.” The firm withdrawn at any time but have in place longer will have already set up its crisis management term facilities like revolving credit facilities team with members from key disciplines such over say a 3 year period. These will buy the as finance and IT. The more forward-thinking firm time to take whatever steps it needs to and resilient of firms will have expanded this survive. There will inevitably need to be open crisis management group to a highly trusted and frank discussion with lenders. Before the colleague from the marketing department. The crisis many law firms were already on the “at firm will be focussed on keeping the cash flow risk” lists. As the old adage goes – when the coming in. Without sufficient cash flow, all tide goes out you see who has been swimming businesses will fail. Discretionary spend will be naked. cut. Staff will be furloughed or put on shorter There is equally the old adage of — “Never working weeks or sadly will be laid off. The let a crisis go to waste”. After Covid-19 it is unpaid bills will be chased and the CFO will be generally acknowledged that the world will constantly revising cash flow projections. never be the same again. Trophy real estate Firms will instinctively cut marketing has been an expensive mill stone around the budgets which are often the first to go and necks of many law firm financers for many actually should really the be the last to go. The years. Covid-19 has forced remote working in a smarter approach is to re-consign the way which would never have been possible marketing budgets previously allocated for before. Will people want to return to commuting every day to physical offices? Now is the time to look at the firm’s real estate footprint and see how it can be substantially reduced. Does the firm really need that thirty seat board room that is used once in a blue moon as the signing of large deals no longer requires acres of physical space? Review all lease commitments and see how soon properties can be vacated. Alternatively, talk to your landlord and negotiate a period of monthly rental relief — it is in their interests to keep responsible blue chip clients on their premises long term. It will be important to properly institutionalise remote working into firm’s policies and procedures, the rules relating to the sharing of client data will be of paramount importance. It is vital to keep the firm’s people informed. Constant communication is vital to inform and reassure. Keeping the firm’s culture alive while people are working from remote locations is important and can be achieved through regular online team meetings, quizzes, competitions — I have even heard of a ‘virtual pub’. Do bear in mind that sharing from home will mean in the future that the

32 www.inhousecommunity.com Black Swan Alert! By Paul Smith

“Digital platforms which understand their buyers’ needs and gather data will be more important. Digital offerings will enable to in-house teams and private practice teams to come together as one rather than a piece meal experience”

culture will be less hierarchical, less corporate digital offerings with more self-service Webinar: and more informal than it was before and act emphasis and more sophisticated and mindful On Tuesday May 5, 2020, accordingly. At a time when people are worried use of client data. Finally, this may be the Paul Smith and Sally and concerned a powerful gesture that a leader point at which clients do seek to move away Dyson will be presenting can make is to pass on her / his cellphone from the hourly rate to have more certainty an exclusive webinar with number and direct email with the suggestion with their billing and fees with more fixed the In-House Community that anyone at the firm could contact her at price offerings. On the positive side, law firms specifically for law firm any time. When I was the Chairman of often under-estimate the loyalty that clients partners and leaders: Eversheds Sutherland I was always conscious have to the partners and firms. There is a huge COVID-19 and What Law that despite best endeavours someone amount of good will and clients understand Firm Leaders Should be somewhere would say that they had not been what a firm stands for, what its beliefs are and Doing Right Now to communicated to. I provided my personal what is its brand. Enhancing that brand when Survive. For more contact details to all and the criticisms of lack we come out of the other side will be all information and to of communication fell away. Curiously the critical. register for this gesture was not abused and a handful of useful interactive session, conversations ensued. I subsequently discussed Paul Smith is Head of Professional Services click here: this with another law firm leader who had had at Calls 9, a consultant to law firm https://www. the same experience. In these times of great leaders across the world. He was until inhousecommunity.com/ uncertainty I wholeheartedly propose that law recently the chairman of Eversheds events/webinar-covid-19- firm leaders embrace the role and make Sutherland and is co-author of The Real law-firm-leaders-right- themselves available to all stakeholders of the Deal: Law Firm Leadership That Works, now-survive/ firm. co-written by Sally Dyson, and recently It is equally vital to keep clients reassured published by Thomson Reuters. About the and informed with constant Covid-19 updates. book: ‘For current and aspiring leaders in The crisis will accelerate firm’s digital law firms, I cannot commend this book offerings. Investment in technology was already strongly enough. Rooted in rich happening pre-Black Swan as firms grappled experience, every page is packed with with how to take the firms digital future practical guidance and deep insight. This forward. They knew they had to invest but is a work that should be compulsory some firms were not always sure quite what to reading for law firm boards everywhere.’ invest in. Client meetings will be increasingly Professor Richard Susskind OBE, author of online rather than in offices and this will throw Tomorrow’s Lawyers. up a further challenge as to how to keep Email: [email protected] clients ‘sticky’ with the firm. Digital platforms which understand their buyers’ needs and This is a first of what we hope will be helpful gather data will be more important. Digital advice and we will be delivering further advice offerings will enable to in-house teams and from Paul as we come to terms with the private practice teams to come together as one consequences of Covid-19. If you’d like to rather than a piece meal experience of dealing contact Paul, please find his email address with individual partners and individual teams. above. Clients will increasingly become customers Please be safe, and if you would like to take and will buy their services in a way that they part in a webinar in this area, or we at the buy other services in their lives. As Covid-19 In-House Community can help at all, please plays out, law firm marketing will move drop me a note at: inevitably from events and hospitality to savvy [email protected]

Volume 17 Issue 5, 2020 33 ASIAN-MENA COUNSEL Q&A

34 www.www.inhouinhousesecommunity.com The Thing About … Simon Davis The thing about …

Recently, the Law Society of England & Wales president Simon Davis met up with Asian-mena Counsel’s Patrick Dransfield and answered a series of questions put to him on behalf of the In-House Community.

When you took up the position of president of the The way in which the Law Society’s full-time teams Law Society in July 2019, you articulated the main and volunteer members have put their shoulders to themes for your office as “promoting the role of the public/professional wheel makes me proud. solicitors in upholding the rule of law; sustaining an Without credit being due to me, I am quite sure that open profession and jurisdiction; and building a top- large numbers of solicitors now appreciate what the class in which all solicitors, whether they work in a Law Society means for them. firm or in-house, offer the best service to their Leaving aside the virus, the Law Society has been client”. What have been the successes of your very visible in being a resource for government as it tenure? How would you define the legacy you will seeks to negotiate a Brexit outcome which does not be passing on to the next Law Society president? damage unnecessarily the close links which exist When I first became president it was not uncommon to between the legal professions in the UK and Europe, hear solicitors asking “How is the Law Society relevant and enables the citizens and corporates to choose to me?” I made it clear that one of my goals by the their own lawyers, and the laws that suit them, and end of my presidency was for solicitors to be saying have those choices respected by the UK/Europe. We instead “What would I do without the Law Society?” have also fought the corner of underpaid legal aid Little was I to know that a crisis of terrible proportions practitioners with cash for the first time in 20 years would arise which required the Law Society to step coming into that beleaguered part of the profession. forward to keep the wheels of justice turning, the The legacy that I will be passing on to David Greene is public protected and solicitors supported as they in one I hope of a thriving and relevant Law Society turn tried to keep the system of justice afloat. leading the way in a time of crisis.

Volume 17 Issue 5, 2020 35 ASIAN-MENA COUNSEL Q&A

Common law, as practised in the UK, has The Criminal Bar Association warned in 2018 been defined as “less is better” — everything that prisons, the police and probation services is permitted that is not expressly prohibited are “underfunded and in chaos”. Has the by law. The EU’s approach has been defined situation improved recently? as “more is best” — to legislate in It has been quite extraordinary how solicitors anticipation of every eventuality. In have continued to go into prisons, police retrospect wasn’t Brexit — or something akin stations and courts at risk to their own health. to Brexit — inevitable given the In a recent announcement by the Lord incompatibility of these legal philosophies? Chancellor relating to a financial package to I do not believe that the difference in legal improve cashflow, he went out of his way to systems contributed to Brexit, any more than praise these frontline solicitors. Even before the us speaking different languages. I have no crisis, I think there had been a political doubt that Brexit was our symptom of a consensus that parts of the legal justice system worldwide mistrust of globalisation and a were financially unsustainable and needed desire for greater individual national identity. supporting. I hope that recent events will lead The challenge now is for the UK and Europe to to an acceleration in the financial support that stand together in the face of this virus and to these solicitors need to stay in business. make sure that Brexit does not hinder the free flow of data, experience and expertise which How much of your time has been spent will be needed to deal with other global lobbying those with access to power to challenges coming down the road. persuade them to treat the law as a national asset? “The future is bright for English law It is not so much a question of lobbying, more of spending time with government, regulators and practitioners and indeed bright for the the judiciary visibly acting in the public interest many hundreds of lawyers from overseas and supporting access to justice. The best way to enhance the reputation of solicitors is for us who practise in our jurisdiction” to demonstrate our worth and value to society.

Lawyers, along with other professions, have English & Welsh Law can be considered an experienced an erosion of trust since the international asset also. Is the future bright global financial crisis. In what ways is the for English law practitioners? Law Society promoting the legal profession to English is the language of international trade the wider public? and most lawyers in the world are familiar with The Law Society has been exceptionally the common law. It is the system in English- prominent in recent times in a way which speaking countries from America to India and demonstrates that the profession is one that from parts of Africa to Singapore. Those who puts the interests of clients above our own, come from civil law jurisdictions will have often ranging from domestic abuse through care in studied the common law in England and the US. the community to those areas in the country Familiarity with English and Welsh law is where legal advice “deserts” have emerged important, as is the knowledge that our courts due to the unavailability of legal aid in areas seek to give effect to the commercial intention such as family and housing. It is never possible of the parties without seeking to introduce to measure success, but the absence of lawyer terms which the parties have not chosen to bashing in the newspapers may be one include when negotiating freely a contract. The indicator. future is bright for English law practitioners and indeed bright for the many hundreds of lawyers from overseas who practise in our jurisdiction, with some 200 overseas firms having offices here.

36 www.inhousecommunity.com The Thing About … Simon Davis

Simon stands in front of “Field Justice” a painting he commissioned personally for his office from Martin Wade,a former Army solicitor who has turned his talents to painting.

Volume 17 Issue 5, 2020 37 ASIAN-MENA COUNSEL Q&A

“In my experience, solicitors are empathetic worriers, often tough on themselves, perfectionists and good at taking problems from other peoples’ shoulders and putting them on their own”

You spent five years as the recruitment In a recent poll of junior lawyers in the partner at Clifford Chance — would you share profession almost half of the respondents your thoughts about the present recruitment said they experienced mental health issues. policies of private practice law firms? Should What can the profession as a whole do to this now be entirely the preserve of the HR prevent toxic work environments and professional? promote positive work cultures? When I talk to a range of firms across England In my experience, solicitors are empathetic and Wales, I do not find that the recruitment worriers, often tough on themselves, policies have changed fundamentally. Firms perfectionists and good at taking problems want bright, ambitious people who understand from other peoples’ shoulders and putting them that their purpose every day when they walk on their own. Bearing in mind that a solicitor’s into an office, or work from home, is to do a life revolves around sorting out other peoples’ brilliant job for a client in need and to give problems, day after day, it is no wonder that them advice which is not academic theorising, we experience mental health issues. A positive but practical advice intending to keep them work culture is one which helps solicitors out of trouble. maintain a sense of perspective, tolerates mistakes and treats each person as an What do you think are the most important individual with unique personalities and needs. personal character traits for those currently One which encourages everyone to treat others considering a legal career? with decency, kindness and humour, whatever A mind which thinks in structures (ie starts a their position in the firm or client. thought process with A and goes to Z, rather than starts at Z and then flits from G to A and B to Y), a strong sense of service and low sense of self, an ability to make your clients laugh and a personality which prefers to talk about Davis’s professional and academic experience answers rather than “difficulties”. President of the Law Society of England and Wales, since July 2019 Davis studied Law at Oxford and qualified as a solicitor in 1984. He has been a commercial litigation partner at the London office of Clifford Chance since 1994, having joined the firm in 1982 Davis was the firm’s recruitment partner between 1995 and 2000, and spent two years as President of the London Solicitors’ Litigation Association. Since 2008, Davis has also been a member of the Court of Appeal Mediation Panel. In 2014, Davis was appointed to conduct an inquiry into the circumstances surrounding the provision of potentially sensitive information to The Telegraph by the Financial Conduct Authority. (the Davis Review).

38 www.inhousecommunity.com ASIAN-MENA COUNSEL DIRECT

Your ‘at a glance’ guide to some of the region’s top service providers. Indicates an Asian-mena Counsel Firm of the Year. 2017 2018 2019 One of this firm’s five largest practice areas in this jurisdiction. MR An Asian-mena Counsel Most Responsive Firm of the Year. Indicates a full service firm in this jurisdiction. MR An Asian-mena Counsel Honourable Mention Most Responsive Firm of the Year.

Practice Area key: INV Alt’ Investment Funds (inc. PE) CMA Corporate & M&A IP Intellectual Property PF Projects & Project Finance COM Antitrust / Competition E Employment IA International Arbitration (inc. Infrastructure) AV Aviation ENR Energy & Natural Resources IF Islamic Finance RE Real Estate / Construction BF Banking & Finance ENV Environment LS Life Sciences / Healthcare RES Restructuring & Insolvency CM Capital Markets FT FinTech LDR Litigation & Dispute Resolution TX Taxation REG Compliance / Regulatory INS Insurance MS Maritime & Shipping TMT Telecoms, Media & Technology

— Law Firms — Vivien Teu & Co LLP ASIA Tel: (852) 2969 5300 Makarim & Taira S. 2016 2017 2018 Email: [email protected] Tel: (62) 21 5080 8300, 252 1272 Contact: Vivien Teu, Managing Partner Email: [email protected] CAMBODIA Website: www.vteu.co Contact: Lia Alizia Website: www.makarim.com BF CM CMA INV REG MAR & Associates BF CMA E LDR PF

Tel: (855) 23 964 876, (855) 23 987 876 Email: [email protected] W. K. To & Co. 2018 Contact: MAR Samborana (Mr.) Tel: (852) 3628 0000 Website: www.mar-associates.com Email: [email protected] Makes & Partners Law Firm CMA E IP RE REG Contact: Vincent To Tel: (62) 21 574 7181 (Hunting) Website: www.wktoco.com Email: [email protected] CMA E LDR RE REG Contacts: Dr. Yozua Makes, SH, LL.M., MM CHINA Website: www.makeslaw.com BF CM CMA FT RES East & Concord Partners INDIA Tel: (86) 10 6590 6639 Email: Beijing@east-concord.com Contact: Mr. Dajin Li Anand and Anand 2017 2018 2019 Website: www.east-concord.com Tel: (91) 120 4059300 Mochtar Karuwin Komar 2016 2017 2018 Tel: (62) 21 5711130 BF CM CMA IP LDR Email: [email protected] Contact: Pravin Anand - Managing Partner Email: [email protected], [email protected] Website: www.anandandanand.com Contact: Emir Kusumaatmadja Website: www.mkklaw.net Llinks Law Offices IP LDR AV CMA ENR LDR PF Tel: (86) 21 31358666 Email: [email protected] Website: www.llinkslaw.com Clasis Law Tel: (91) 11 4213 0000, (91) 22 4910 0000 BF CM CMA INV LDR Email: [email protected] SSEK Legal Consultants 2017 2018 2019 Contacts: Vineet Aneja, Mustafa Motiwala Tel: (62) 21 521 2038, 2953 2000 Website: www.clasislaw.com W. K. To & Co. Email: [email protected] CMA E LDR REG RES Tel: (86) 10 8587 5076 Contact: Denny Rahmansyah - Managing Partner Email: [email protected] Website: www.ssek.com Contact: Cindy Chen Blog: Indonesia Law Blog Website: www.wktoco.com HSA Advocates 2019 (https://www.ssek.com/indonesia-law-blog) Tel: (91) 11 6638 7000 Twitter: @ssek_lawfirm CMA E LDR RE REG BF CMA E ENR RE Email: [email protected] Contact: [email protected] HONG KONG Website: https://hsalegal.com/ CMA ENR INV LDR PF MALAYSIA Conyers Dill & Pearman Tel: (852) 2524 7106 INDONESIA Email: [email protected] Adnan Sundra & Low 2019 Contact: Christopher W.H. Bickley, Partner, Head of Tel: (603) 2070 0466 Hong Kong Office Emir Pohan & Partners Email: [email protected] Website: www.conyers.com Tel: (62) 21 2965 1251 Contact(s): Deepak Sadasivan, Rodney D’Cruz Email: [email protected] BF CM CMA INV LDR Website: www.asl.com.my Contact: Emir Pohan BF CM CMA IF PF Website: www.eplaw.id Elvinger Hoss Prussen COM E LDR RES Tel: (852) 2287 1900 Email: [email protected] Trowers & Hamlins LLP 2017 2018 2019 Contacts: Mr Xavier Le Sourne, Partner, 2017 2018 2019 Lubis Ganie Surowidjojo Tel: (601) 2615 0186 Ms Charlotte Chen, Counsel Tel: (62) 21 831 5005, 831 5025 Email: [email protected] Website: www.elvingerhoss.lu Email: [email protected] Contact: Nick White - Partner * Elvinger Hoss Prussen’s Hong Kong office provides inbound and Contacts: Dr. M. Idwan (‘Kiki’) Ganie Website: www.trowers.com outbound legal services only under Luxembourg law Website: http://www.lgslaw.co.id MR BF CMA ENR IF PF BF CM CMA INV TX CMA COM INS LDR PF

Volume 17 Issue 5, 2020 39 ASIAN-MENA COUNSEL DIRECT

PHILIPPINES Yulchon LLC 2017 2018 2019 Weerawong, Chinnavat & Partners Ltd. ACCRALAW (Angara Abello Concepcion Tel: (82-2) 528 5200 2017 2018 2019 Email: [email protected] Regala and Cruz Law Offices) Tel: (66) 2 264 8000 Website: www.yulchon.com 2017 2018 2019 Email: [email protected] Tel: (632) 830 8000 MR COM CMA IP LDR TX Contacts: Veeranuch Thammavaranucupt - Senior Partner Email: [email protected] Website: www.weerawongcp.com Contacts: Emerico O. De Guzman, Ana Lourdes Teresa A. MR BF CM CMA LDR PF Oracion, Neptali B. Salvanera TAIWAN Website: www.accralaw.com MR CMA E IP LDR TX Deep & Far Attorneys-at-Law VIETNAM Tel: (8862) 25856688 Email: [email protected] DivinaLaw 2019 Contact: Mr. C. F. Tsai Bizconsult Law Firm 2019 Tel: (632) 822-0808 Website: www.deepnfar.com.tw Tel: (84) 24 3933 2129 Email: [email protected] Email: [email protected] COM CM E IP LDR Contact: Nilo T. Divina, Managing Partner Contact: Mr. Nguyen Anh Tuan - (84) 24 3933 2129 Website: www.divinalaw.com Website: www.bizconsult.vn CM CMA LDR RE RES MR BF CMA E LDR TMT THAILAND

Frasers Law Company 2019 Morales & Justiniano The Capital Law Office Limited Tel: (66) 2633 9088 Tel: (84) 28 3824 2733 Tel: (632) 834 2551, (632) 832 7198, Email: [email protected] Email: [email protected] (632) 833 8534 Contact: Barbara Parr - Business Development Manager Website: www.frasersvn.com Email: [email protected] ([email protected]) Contact: Mr. Rafael Morales - Managing Partner BF CM CMA PF TMT Website: www.thecapitallaw.com Website: www.primuslex.com CM CMA INV REG TX BF CM CMA IP LDR Global Vietnam Lawyers LLC Tel: (84) 28 3622 3555 Email: [email protected] Ocampo & Suralvo Law Offices Contacts: Nguyen Gia Huy Chuong 2017 2018 2019 Tel: (632) 625 0765 Chandler MHM Limited Website: www.gvlawyers.com.vn Tel: (66) 2266 6485 Email: [email protected] CMA IP LDR RE REG Email: [email protected] Contact: Jude Ocampo [email protected] Website: www.ocamposuralvo.com Contacts: Jessada Sawatdipong, Satoshi Kawai CMA ENR PF TX TMT Website: www.chandlermhm.com Russin & Vecchi 2017 2018 2019 MR BF CMA ENR PF RE Ho Chi Minh Office: Tel: (84) 28 3824-3026 SyCip Salazar Hernandez & Gatmaitan Email: [email protected] 2017 2018 2019 Contacts: Sesto E Vecchi - Managing Partner Tel: (632) 8982 3500, 3600, 3700 Nguyen Huu Minh Nhut - Partner Kudun & Partners Limited 2019 Email: [email protected] Nguyen Huu Hoai - Partner Tel: (66) 2 838 1750 Contact: Hector M. de Leon, Jr. - Managing Partner Hanoi Office: Email: [email protected] Website: www.syciplaw.com Tel: (84) 24 3825-1700 [email protected] Email: [email protected] MR BF CMA E ENR PF [email protected] Contact: Mai Minh Hang - Partner [email protected] Website: www.russinvecchi.com.vn Contacts: Kudun Sukhumananda - Capital Markets, MR CMA E IP INS TMT SOUTH KOREA Corporate M&A, Banking & Finance Chinawat Assavapokee - Tax, Corporate Restructuring, Insolvency Bae, Kim & Lee LLC 2017 2018 2019 Pariyapol Kamolsilp - Litigation / Dispute VILAF 2017 2018 2019 Tel: (82 2) 3404 0000 Resolution Tel: (84) 28 3827 7300, (84) 24 3934 8530 Email: [email protected] Website: www.kap.co.th Email: [email protected], [email protected], Contact: Kyong Sun Jung MR CMA CM LDR RES TX [email protected] Website: www.bkl.co.kr Contacts: Vo Ha Duyen, Ngo Thanh tung, MR BF CMA IA LDR RE Dang Duong Anh Website: www.vilaf.com.vn MR BF CMA RE ENR LDR Pisut and Partners Co., Ltd. Tel: (66) 202 66226, 202 66227 Kim & Chang 2017 2018 2019 Email: [email protected] Tel: (82-2) 3703-1114 Contacts: Mr. Pisut Rakwong Email: [email protected] Website: www.pisutandpartners.com — Law Firms — Website: www.kimchang.com CM CMA E LDR RE MIDDLE EAST MR COM BF CMA IP LDR BAHRAIN

Warot Business Consultant Ltd. Yoon & Yang LLC 2017 2018 2019 Trowers & Hamlins Tel: (82 2) 6003 7000 Tel: (66) 81802 5698 Email: [email protected] Tel: (973) 1 751 5600 Email: [email protected] Email: [email protected] Contacts: Jinsu Jeong, Junsang Lee, Myung Soo Lee Contact: Mr. Warot Wanakankowit Website: www.warotbusinessconsultant.com Contact: Louise Edwards - Office Manager Website: www.yoonyang.com Website: www.trowers.com CM CMA E REG TX MR COM E IP LDR TX BF CMA IF LDR RE

40 www.inhousecommunity.com OMAN Alternative — Recruitment — Trowers & Hamlins — Legal Service — Tel: (968) 2 468 2900 Email: [email protected] Providers ALS International Contact: Louise Edwards - Office Manager Tel: Hong Kong – (852) 2920 9100 Website: www.trowers.com Singapore – (65) 6557 4163 BF CMA LDR PF RE KorumLegal Beijing – (86) 10 6567 8729 Email: [email protected] Shanghai – (86) 10 6372 1098 Contact: Titus Rahiri Email: [email protected] UAE Website: www.korumlegal.com Website: alsrecruit.com

Peerpoint by Allen & Overy Afridi & Angell 2016 2019 Horizon Recruitment Tel: (971) 4 330 3900 Tel: (852) 2974 6978 Tel: Singapore – (65) 6808 6635 Email: [email protected] Email: [email protected] Hong Kong – (852) 3978 1369 Contact: Bashir Ahmed - Managing Partner Contacts: Stephanie Szeto, Head of Peerpoint, Asia Email: [email protected] Website: www.afridi-angell.com Website: https://www.peerpoint.com/ Website: www.horizon-recruit.com BF CMA LDR RE REG Vario from Pinsent Masons (HK) Ltd Tel: (852) 2294 3454 Hughes-Castell Email: [email protected] Tel: Hong Kong (852) 2520 1168 2019 AMERELLER Contact: Kirsty Dougan, Managing Director, Vario Asia Singapore (65) 6220 2722 Tel: (971) 4 432.3671 Website: https://pinsentmasonsvario.com Beijing (86) 10 6581 1781 Email: [email protected] Shanghai (86) 21 2206 1200 Contact: Christopher Gunson Email: [email protected] Website: www.amereller.com Website: www.hughes-castell.com CMA E IA LDR REG Risk, Investigation — and Legal — Jowers Vargas Support Services Tel: (852) 5808-4137 Horizons & Co 2019 Email: [email protected] Tel: (971) 4 354 4444 Website: https://www.evanjowers.com/ Email: [email protected] Berkeley Research Group Contact: Adv. Ali Al Zarooni Tel: (852) 2297 2270 Website: www.horizlaw.ae Email: [email protected]; [email protected] Lewis Sanders CMA E LDR PF RE Contacts: Stuart Witchell (Managing Director, Hong Kong) Tel: (852) 2537 7410 Mustafa Hadi (Managing Director, Hong Kong) Email: [email protected] Website: https://www.thinkbrg.com/ Website: www.lewissanders.com Trowers & Hamlins LLP 2015 2016 Dubai office: Law In Order Tel: (971) 4 351 9201 Singapore Office: — Other Services — Email: [email protected] Tel: (65) 6714 6655 Contact: Jehan Selim - Office Manager Email: [email protected] Abu Dhabi office: Contacts: Shae Teo, Director MEDITATION Tel: (971) 2 410 7600 Website: www.lawinorder.com.sg Email: [email protected] Hong Kong Office: Kadampa Meditation Centre Hong Kong Contact: Jehan Selim - Office Manager Tel: (852) 5803 0000 KMC HK is a registered non-profit organisation. We offer Website: www.trowers.com Email: [email protected] systematic meditation and study programmes through BF CMA LDR PF RES Contacts: Sarah Bell, Director drop-in classes, day courses, lunchtime meditations, Website: www.lawinorder.com.hk weekend retreats and other classes. Tel: (852) 2507 2237 Email: [email protected] — Arbitration — LegalComet Pte Ltd (LEGALCOMET) Website: www.meditation.hk Tel: (65) 8118 1175 Services Contact: Michael Lew, Founder & CEO Email: [email protected] SPORT & LEISURE Website: www.legalcomet.com Beijing Arbitration Commission / Splash Diving (HK) Limited Beijing International Arbitration Center SDL Learn to Dive and Fun Dive with the Winner of the PADI (Concurrently use) Outstanding Dive Centre/Resort Business Award! Hong Kong Office: Tel: (86) 10 85659558 Tel: (852) 9047 9603, (852) 2792 4495 Tel: (852) 2509 2712 Email: [email protected] Email: [email protected] Contacts: Christy Ma Contact: Mr. Terence Xu（許捷） Website: www.splashhk.com Singapore Office: Website: www.bjac.org.cn Tel: (65) 9722 0729 Contacts: Bertram Chen Email: [email protected] Maxwell Chambers Pte Ltd Website: www.sdl.com — Charitable — Tel: (65) 6595 9010 Organisations Email: [email protected] Website: http://maxwell-chambers.com — Translation — Impact India Foundation An international initiative against avoidable disablement. Shenzhen Court of International Arbitra- Pacific Legal Translations Limited Promoted by the UNDP, UNICEF and the World Health tion (Shenzhen Arbitration commission) Specialist translators serving the legal community. Organization in association with the Government of India. Tel: (86) 755 83501700, (86) 755 25831662 Tel: (852) 2705 9456 Tel: (91) 22 6633 9605-7 Email: [email protected] Email: [email protected] Email: [email protected] Website: www.scia.com.cn Website: www.paclegal.com Website: www.impactindia.org

Volume 17 Issue 5, 2020 41 mycareerinlaw .com

Th,e b"est oppo,rtun:ities from the region 1s best recruiters

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