INTERACTIVE EDITION Vol 8 Issue 3 April 2010 MAGAZINE FOR THE IN-HOUSE COMMUNITY IN ASIA & THE MIDDLE EAST l www.inhousecommunity.com INVESTING IN THE AMERICAS THE CHALLENGES, RISKS AND REWARDS PUBLISHED BY A new M&A hurdle to overcome in the PRC Introducing Wake & Paine LLP Q&A: Ahmad Rizwan of Dubai Government Alternative billing: a new era FINANCIAL INSTITUTIONS • ENERGY • INFRASTRUCTURE AND COMMODITIES • TRANSPORT • TECHNOLOGY Norton Rose Group has always served the needs of clients with interests in the Asia Pacific 700 lawyers, region. But now that Norton Rose Australia has joined forces with us, we’ll be even better placed. The move will create a major legal 13 offices, one team practice across the region. 700 lawyers in 13 offices to be precise. Our clients right around the world will benefit from a new wealth of resources, knowledge and contacts. Norton Rose Group www.nortonrose.com/asiapacific in Asia Pacific Vol 8 Issue 3 In this issue April 2010 Investing in the Americas Special Report 24 A window of opportunity With the help of experienced guides, the time might be right for Asian companies to explore investment opportunities in the US, says M&A partner Robert DeLaMater of Sullivan & Cromwell LLP. 26 An informed approach Partners from Dewey & LeBoeuf’s Washington office explain how companies can form effective M&A strategies whilst avoiding the 23 pitfalls of a CFIUS screening. 30 With eyes wide open… Cover illustration: www.oweiss.com The rewards for Asian investors in Latin America are plentiful, say lawyers from Diaz, Reus & Targ, LLP. Yet awareness of risks, and how best to handle them, are vital to success. 36 Close attention to detail Thorough due diligence and a careful review of the applicability of a range of regulations will go a long way to ensuring successful 12 investment in the US, say M&A lawyers from Shearman & Sterling LLP. Plus 17 Internal fraud investigation in Asia An executive summary – based on a presentation by Navigant Consulting and Winston & Strawn LLP – of the implications of the FCPA for companies in Asia, and steps organisations can take to avoid or mitigate violations. 42 Dealing with product liability in the PRC 14 Liability claims are becoming more popular in the PRC due to increasing consumer protection laws and a more demanding public, explains Beiten Burkhardt lawyer Willi Vett. Is your company prepared? Departments 3 News Focus Why the PRC’s proposed national security review mechanism for foreign investment in China is causing investors uncertainty on a number of issues. 17 4 The Briefing The latest news, moves and deals from across the region. 14 Ear to the Ground Taking an alternate route: the importance of getting legal billing right. www.oweiss.com 40 In-House Insight Ahmad Rizwan, legal advisor with the Government of Dubai, shares the core competencies which he and his employer rely on for success. 44 Jurisdiction Updates All the latest legal developments from across the region. 48 50 Asian-Counsel Direct Important contact details at your fingertips. 53 Helping Hands Striving to save Japan’s legendary Itou Contributors An associate attorney with Diaz, Reus & Targ, LLP, Sumeet Chugan focuses on interna- tional litigation, arbitration, white collar crime, complex civil and appellate litigation, Rebecca Brookes – Managing Editor [email protected] OFAC and bank secrecy laws, and money-laundering compliance research and trial sup- port. He is also skilled in M&A, financial services and cross-border transaction issues. Brian Chun – Design Manager [email protected] Robert DeLaMater is a partner of Sullivan & Cromwell LLP in the firm’s M&A Group. From 1993 to 2003 he was a resident partner in S&C’s Tokyo and Hong Kong offices, Wendy Chan – Events Manager advising clients throughout Asia in the region’s most significant transactions. Recently, [email protected] he advised Tokio Marine in its acquisition of Philadelphia Consolidated, and AIG in various dispositions including the pending US$15.5 billion sale of Alico to MetLife. Ricky Chiu – Business Development [email protected] Michael Diaz, Jr. is the founding and managing partner of Diaz, Reus & Targ, LLP. He Yvette Tan – Research Manager concentrates his practice on domestic and international trade and investment transactions, [email protected] litigation and arbitration of complex commercial disputes, white collar crime and regula- tory investigations. Gigi Ma – Distribution Manager [email protected] Benjamin P. Fishburne is a partner in Winston & Strawn’s Hong Kong office. Active in Tim Gilkison – Managing Director domestic and international business transactions for more than 30 years, he has advised [email protected] US and non-US clients during his career on investment, acquisitions, technology transfer, business ethics, and major infrastructure projects in many regions including the Middle Patrick Dransfield – Publishing Dir’ East, Southeast Asia, Eastern Europe, and Latin America. He also represents clients in [email protected] international dispute resolution. Arun Mistry – Director James E. Gordon is managing director and practice leader of Navigant Consulting’s Disputes & Investigations practice in Asia. With more than 25 years of experience, Editorial Enquiries Gordon has developed expertise in internal investigations, electronic discovery and com- Tel: ................... (852) 2542 4279 Fax: .................. (852) 2575 0004 puter forensics, and was one of the pioneers in investigating computer and cyber-crime. [email protected] He has focused his career on conducting and managing complex high stakes litigation and investigations for a diverse group of clients. Advertising & Subscriptions Tel: .................. (852) 2542 1225 Xiaomin (Samantha) Hu is an associate attorney with Diaz, Reus & Targ, LLP. A native [email protected] of China, Hu is a US trained attorney and fluent speaker of English and Mandarin Chinese. She is skilled in corporate affairs including advising public and private entities Published 10 times annually by on investment, intellectual property, corporate, and immigration related matters. Pacific Business Press Limited 1712, 17/F, Asian House Gregory D. Puff is a partner in Shearman & Sterling’s M&A Group in Hong Kong. Puff 1 Hennessy Road, Wan Chai has been involved in a wide array of public and private mergers and hostile transactions, Hong Kong S.A.R. stock and asset purchases, and joint ventures. He is admitted to the Bar in New York and Publishers of Hong Kong and is a Certified Public Accountant. • Asian-Counsel Magazine • Asian-Counsel In-House Handbook • Asian-Counsel Weekly Briefing Brian Wheeler is a senior associate in the M&A Group at Shearman & Sterling. Prior to transferring to the Tokyo office in October 2006, he was based in the firm’s London Organisers of office. He has represented corporations, private equity firms and investment banks in a • In-House Congress events wide range of transactions, including cross-border transactions, and recently represented Forums for the Shiseido in its acquisition of Bare Escentuals Inc. In-House Community Asian-Counsel is grateful for the continued editorial contributions of: © 2010 Pacific Business Press Limited and contributors Opinions expressed herein do not constitute legal advice, and do not necessarily reflect the views of the publishers. ISSN 1729-3405 LONDON • PARIS • BEIJING • HONG KONG • SINGAPORE • BEIJING • SHANGHAI • BRISBANE • MELBOURNE • PERTH • SYDNEY • AUCKLAND • WELLINGTON Markets Are Blooming: Is Your Career? In-house AP Head of Compliance (12+ yrs pqe) Hong Kong Take on a leadership role at this Fortune 500 company. This position requires substantial compliance experience, preferably at a multinational or media, technology or financial services company. This is an EB role. 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