AsianCounsel V8i9

INTERACTIVE EDITION
Volume 8 Issue 9
2010
MAGAZINE FOR THE IN-HOUSE COMMUNITY IN ASIA & THE MIDDLE EAST l www.inhousecommunity.com
India
Special Report
Open for business, if not to

foreign law firms, India’s
growing global importance
PUBLISHED BY
Celebration and jazz: Asian-Counsel HK Awards Developments in data protection

Walmart China’s Gang Xu talks shop India’s quest for green energy
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Anthony Richardson – Managing Editor
Feature contributors
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Brian Chun – Design Manager Vaneesa Abhishek is a tax and corporate group associate at Majmudar & Co. She is an alum-
brian.chun@pbpress.com nus of the National Law University, Jodhpur.
Wendy Chan – Events Manager

wendy.chan@pbpress.com
Ricky Chiu – Business Development An associate at Phoenix Legal, Aditya Bhargava is primarily involved in the banking and
ricky.chiu@pbpress.com finance practice of the firm but also assists on insurance, cross-border M&A, foreign exchange,
infrastructure, and general corporate transactional matters. Bhargava is well versed on the
Yvette Tan – Research Manager complicated regulatory framework of the Indian insurance sector.
yvette.tan@pbpress.com
Gigi Ma – Distribution Manager

Akil Hirani is a managing partner and head of tax and transactional practice at Majmudar &
gigi.ma@pbpress.com
Co. His particular experience includes M&A, private equity, securities and corporate finance,
tax, and investment structuring work. Hirani has been practicing since 1992 and is qualified to
Tim Gilkison – Managing Director
tim.gilkison@pbpress.com practice law in India, California, and England & Wales.
Patrick Dransfield – Publishing Dir’

patrick.dransfield@pbpress.com Hemant Krishna V is an associate at Phoenix Legal, working on matters involving general
corporate laws, banking and finance, foreign investment, intellectual property, media and tech-
Arun Mistry – Director nology. He has contributed to Indian and international law journals on a wide range of regula-
tory issues including takeovers, changes to India’s FDI policy, competition policy and taxation
Editorial Enquiries framework.
Tel:.................... (852) 2542 4279
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asian-counsel@pbpress.com
A senior associate in Khaitan & Co’s corporate department, Harsh Kumar is has been practic-
Advertising & Subscriptions ing corporate law for over five years. He focuses on corporate and commercial transactions
Tel: ................... (852) 2542 1225 such as acquisitions, joint ventures, strategic alliances, mergers and reorganisations. Harsh
sales@pbpress.com joined Khaitan in August 2009 from the Mumbai office of AZB & Partners.
Published 10 times annually by

Pacific Business Press Limited Arun Madhu is a senior associate at Phoenix Legal, focusing on corporate as well as finance
1712, 17/F, Asian House matters and his areas of expertise are cross border M&A, private equity investments, and
1 Hennessy Road, Wan Chai domestic & foreign debt financing. He also regularly advises clients on general business laws,
Hong Kong S.A.R.
Indian banking and securities regulations and exchange control regulations.
Publishers of
• Asian-Counsel Magazine
• Asian-Counsel In-House Handbook Rajat Mukherjee is an associate partner in the corporate department of Khaitan & Co. Mukherjee
• Asian-Counsel Weekly Briefing
is dual qualified (India and New York) and focuses on mergers, acquisitions, joint ventures and
Organisers of cross border transactions. Before joining Khaitan, Rajat worked with Skadden, Arps, Slate,
• In-House Congress events
Meagher & Flom LLP in their New York and Hong Kong offices for a number of years.
Forums for the
In-House Community
An associate at Majmudar & Co’s tax and corporate group, Sameer Sah has considerable
© 2010 Pacific Business Press experience in advising on issues concerning outbound and inbound foreign investment, inter-
Limited and contributors national taxation issues and permanent establishment advisory work. He has a law degree from
Opinions expressed herein do not the National Law University, Jodhpur.
constitute legal advice, and do not
necessarily reflect the views of the
publishers. A partner at Phoenix Legal, Sawant Singh’s practice areas include trade, project and asset
finance, securitisation, asset reconstruction, and corporate debt restructuring. He also advises
ISSN 1729-3405 clients on private equity, labour/employment and real estate laws as well as inbound and out-
bound foreign investment. He advised on the world’s first multi-originator securitisation issu-
ance with the underlying pool being micro-loans arranged by IFMR Capital
In this issue Volume 8 Issue 9, 2010
India Special Report

30 Resisting change?
Asia has come through the global financial crisis comparatively well,
and India’s booming economy has been fundamental to its
resilience. Mahalakshmi Kurunathan examines the opening up of
Cover illustration: www.oweiss.com
India’s markets and asks how long it will be before the legal sector
follows suit.
34 An evolving framework
The Indian legal system is continuously evolving, and various
29 regulatory changes are proposed that are likely to affect private
equity investment. Akil Hirani, Sameer Sah and Vaneesa Abhishek,
of Majmudar & Co, examine two key ones: the proposed Direct Tax
Code (DTC) and the Draft Takeover Regulations.
38 Some clarity at last

The Reserve Bank of India (RBI) issued a circular earlier this year
for regulating core investment companies (CICs). Rajat Mukherjee
and Harsh Kumar, of Khaitan & Co, examine the regulatory
framework for CICs as a carve-out from the existing RBI
regulations governing non-banking financial companies (NBFCs) and
the practical issues regarding compliance with the CIC Circular.
42 The winds of change

The Indian legal landscape is enjoying a period of dynamic
evolution. Sawant Singh, Arun Madhu, Aditya Bhargava and Hemant
Krishna V, of Phoenix Legal, present a bird’s eye view of the shifting
regulatory panorama for in-house counsel and dealmakers looking
towards India.
Plus
18 Investigative Intelligence: Fraud in India’s manufacturing and
engineering sector
Kroll’s Richard Dailly explains why in a sector where the business
18 opportunities are so large and the financial gains potentially so great, it is
easy to overlook fraud and corruption risks.
20 Asian-Counsel In-House Community Hong Kong Legal Awards

A night of celebrations and jazz, recognising the achievements of Hong
Kong’s legal talent.
Each month
4 4 News Focus: Personal data and direct marketing
Anna Gamvros and Paolo Sbuttoni of Baker & McKenzie summarise recent
legislation changes after Octopus Rewards Limited (ORL) fell foul of
privacy and data protection laws.
6 The Briefing
The latest news, moves and deals from across the region, including our
In-House Job Opportunities of the Month.
2 ASIAN-COUNSEL www.inhousecommunity.com
26 Ear to the ground: Putting your energy into social and
environmental accountability
James Shepherd and Lauren Rogge of Blake Dawson explain how
international lenders are increasingly recognising the need for accountability
when financing energy projects.
47 In-House Insight: Rules of engagement 26

Gang Xu, director and associate general counsel of Walmart (China)
Investment Co Ltd, tells us what qualities he looks for when recruiting staff
and appointing external counsel.
49 Jurisdiction Updates
All the latest legal developments from across the region.
New guidance on Foreign-Invested Enterprise disputes in

the PRC
By Dr Björn Etgen Rechtsanwalt, a partner at Beiten Burkhardt.

India’s quest for energy alternatives
By partner Prabjot Singh Bhullar of Khaitan & Co.
47
New tax boosts for M&As in Singapore
By partner S Sharma of ATMD Bird & Bird LLP.
Recent changes in antitrust laws with respect to

pharmaceutical companies
By senior patent attorney Seongki Kim and foreign-licensed attorney 49
Nicholas Park, of Lee International IP & Law Group.
The end of post dated cheques?

By partner Alexis Waller and associate Chloe Drew, of Clyde & Co.
Vietnam adopts new postal law

By attorney-at-law Hanh Tran, of Bizconsult Law LLC.
55 Asian-Counsel Direct
Important contact details at your fingertips. 51
61 Helping Hands: Changing young lives
Michelle Tennant, an associate at Baker & McKenzie, spends a day with the
charity that brings joy into the lives of under-privileged children.

Asian-Counsel is grateful for the continued editorial contributions of:
Volume 8 Issue 9, 2010 3

The Briefing
NEWS FOCUS
Personal data and

direct marketing:
Developments in Hong Kong Anna Gamvros Paolo Sbuttoni
Use of personal data for direct marketing in Hong Kong came under the spotlight
recently when a provider of electronic payment services was investigated for the
sale of the personal data of a large number of its customers. As a result, a number
of important developments to privacy law as it relates to direct marketing were
announced in October 2010. Anna Gamvros and Paolo Sbuttoni of Baker & McKenzie
summarise these developments and what they mean.
Direct marketing in Hong Kong collected the Hong Kong Identity Card Number / pass-
Direct marketing activities have been regulated in Hong port number / birth certificate number and the month
Kong to some extent by the Personal Data (Privacy) Ordi- and year of birth of customers. ORL claimed all the
nance (PDPO). The most recent developments do not information was necessary for authentication purposes
change the law, but do provide practical guidance for data if a card was lost or malfunctioned. The Commissioner
users and an insight into how the Privacy Commissioner for found ORL could have achieved the same purpose by
Personal Data (the Commissioner) will apply the PDPO in restricting collection to other less privacy-intrusive data,
future investigations. eg. telephone numbers.
• Failure to ensure that customers were explicitly
Octopus Rewards Program Investigation Report informed of the classes of data transferees (in
After a series of hearings throughout the summer, the breach of DPP1(3))
Commissioner published its investigation report on the The Commissioner found ORL had failed in its informa-
collection and use of customers’ personal data by Octopus tion obligations for two reasons. First, the Personal
Rewards Limited (ORL) under the Octopus Rewards Pro- Information Collection Statement (PICS) presented to
gram (Program). In the report, the Commissioner found customers was printed in an “unreasonably small font”.
that ORL had contravened certain Data Protection Princi- Second, the PICS provided customers were deemed to
ples (DPPs) of the PDPO. The investigation was prompted have consented to ORL’s transfer of personal data held
by an allegation that ORL had sold personal data of 2.4 by ORL to “any person” under a duty of confidentiality
million customers to a business partner. to ORL including its subsidiaries, affiliates and business
partners, whether located within or outside Hong
Findings Kong. In effect, the discretion as to who could use the
The Commissioner found the purpose of collection (the data rested entirely with ORL and therefore the cus-
rewards scheme) was lawful but ORL had contravened tomer could not establish with a “reasonable degree of
certain DPPs as set out below. certainty” to whom the data would be transferred.
• Collection of excessive personal data (in breach • Sharing of customers’ personal data with business
of DPP1(1)) partners for monetary gain without prescribed
In addition to the name and telephone number, ORL customer consent (in breach of DPP3)
Sale of personal data is not prohibited by the PDPO. of any additional personal data (ie in addition to
However, it will not be considered a purpose of col- name and contact details) is voluntary; and
lection unless specified in the PICS. In this case, the – ensure that consent is freely given – data users
sale of data for profit was not stated in the PICS as should avoid “bundled consents” and ensure that a
a purpose of data collection. The Commissioner customer’s agreement to terms and conditions of
concluded that an average customer would not have a product or service is separate from the custom-
expected ORL to sell his/her personal data for mon- er’s consent to the use of his/her personal data for
etary gain as part of the Program as the sale was not the purpose of marketing unrelated products or
specifically set out in the PICS. It follows that a cus- services.
tomer’s signature on the Program registration form • Customers to be well informed. Data users should
agreeing to the PICS did not constitute explicit and ensure that the PICS:
voluntary consent to the sale of personal data. – is effectively communicated to the data subject, for
Octopus gave undertakings to change its prac- example, the layout and presentation (including font
tices so the Commissioner did not believe issuing size) should be reader-friendly; and
an enforcement notice was necessary in this case. – does not define the purpose of use and classes of
The Commissioner did, however, make a number data transferees in vague terms, such that it would
of comments and recommendations on the “best- not be practicable for customers to ascertain with a
practice” approach for handling and use of personal reasonable degree of certainty how, and by whom,
data in direct marketing to comply with the PDPO. their personal data may be used.
Essentially these comments were incorporated into • Use of data not collected from data subjects
the Guidance on the Collection and Use of Personal should be limited. Where data is collected from public
Data in Direct Marketing (the Guidance Note) and sources or public registers, the data user should under-
are explained below: stand the permitted use for that data and refrain from
using it for purposes other than the permitted use.
Guidance on the collection and use of personal • “Opt-out” guidance. The Guidance Note describes
data in direct marketing the format for the “opt-out” whether by mail, email
The Guidance Note outlines, among other things, the or telephone. It also sets out good practices for the
following practices which businesses must consider maintenance of an opt-out list of customers who have
when collecting and using personal data for direct mar- indicated they do not wish to receive further marketing
keting purposes: approaches.
• Personal data should not be “excessively” col- • Guidance for direct marketing carried out by third
lected. For direct marketing purposes, the name parties. The data user should:
and contact information of a data subject are usu- – ensure the marketing to be conducted by a third party
ally sufficient. Any information in addition to this, is directly related to the purpose of collection;
for example, to assist the data user with customer – choose agents and contractors with care and include
profiling, should be collected only if the data subject contractual protections; and
provides this voluntarily. Special care should be paid – when cross-marketing, only share contact data and
to the collection of sensitive personal data, such as announce cross-marketing activities to customers.
Hong Kong Identity Card Numbers: the view taken • No sale of data without consent. Sale of personal
is that such information is not normally required for data is not usually contemplated by a data subject. Con-
direct marketing purposes. sent should therefore always be expressly obtained.
• Collection should be by lawful and fair means.
When collecting personal data, data users should:
– avoid using deceptive or misleading means anna.gamvros@bakermckenzie.com
paolo.sbuttoni@bakermckenzie.com
of collection;
www.bakermckenzie.com
– ensure the data subject is aware that the collection

The Briefing
MOVES
Asia’s latest corporate legal appointments
Mallesons Stephen Jaques has appointed three new major banks and financial institutions, corporations and
partners and a special counsel, namely Patrick Phua, multinationals, with both contentious and non-conten-
Jill Wong, Denis Brock and Philip Willox to bolster tious regulatory matters in Hong Kong and other Asian
its practice in the Asia-Pacific region. jurisdictions.
Phua previously worked Brock comes to the firm’s
with the firm’s Sydney and Hong Hong Kong office, after a distin-
Kong offices before working guished career in litigation and
with Clifford Chance. He joins dispute resolution in both Asia
the firm on 1 January 2011 as and the UK. He joins the firm
banking and finance partner in from Clifford Chance’s London
Beijing where he will lead the office, where he was partner in
outbound lending, derivatives Patrick Phua the litigation and dispute reso- Denis Brock
and structured finance practice lution practice. Prior to that,
in China. In his over 10 years practice, Phua has advised he headed that firm’s litigation and dispute resolution
PRC corporate and financial institutions, foreign banks practice in Asia, wherein he was based in Hong Kong
and private equity investors. His expertise also extends from 1997 to 2006.
to foreign direct investments into China. Willox, an employment expert, joins the firm’s
Wong joins the firm also on 1 January 2011 as Perth practice to further strengthen its national
special counsel in Hong Kong. She specialises in regula- employment and dispute resolution teams. He joins
tory, compliance and risk management issues relating from Freehills, where he was Perth practice leader of
to banking and financial services. Wong has 20 years the company’s employee relations group. Willox has
of experience, having previously worked for the Hong significant experience in industrial relations and occu-
Kong Monetary Authority and a number of leading pational health and safety, particularly in the energy
international law firms in Hong Kong. She has acted for and resources sector.
Australia Blake Dawson has also appointed

Blake Dawson has appointed Peter McCullough as a partner
Jason Lambeth as a partner in its in its direct tax practice in Sydney.
corporate practice in Sydney. Lam- McCullough joins the firm after
beth brings his extensive experience more than 15 years as a partner
in regulated M&A after working on at global accounting firms Ernst &
a broad range of commercial and Young and Deloitte, where he built
corporate matters, including listed a reputation in providing transac- Peter McCullough
company takeovers, Takeover Panel Jason Lambeth tional advice to some of the nation’s
proceedings, acquisitions and dis- blue chip companies and investment banks. McCullough
posals of private companies and businesses, joint ventures has worked across numerous sectors including financial
and corporate governance matters. Since 2007, he has services, manufacturing and retail, defence, property and
been a partner at Gilbert & Tobin, where he worked on tourism, as well as privatisations and utilities, and has also
significant transactions, including GrainCorp’s proposed led accounts for major Australian and multinational clients.
merger with AWB and Westpac Banking Corporation’s
A$47 billion (US$46.9b) merger with St George Bank, as China
well as advising on matters involving Pacific Equity Partners, Bird & Bird has strengthened its Shanghai practice with
the Lion Group and the Photon Group. the appointment of Weishi Li as partner. Li specialises
in commercial technology, licensing and IP work, with a ance teams at BLG and DLA. With over ten years of
particular expertise in the technology, life sciences and non-contentious insurance and reinsurance experience
healthcare sectors. She has extensive experience assisting focusing on Lloyd’s, run-off, and exit strategies, his regu-
multinational and Chinese companies in structuring and latory advice includes insurance mediation, passporting,
negotiating cross-border technology-related transactions, authorisations and change of control.
and has also regularly provided IP counselling to leading
PE/VC funds and multinational companies in connection Jones Day has bolstered its energy
with investing in or acquiring technology and life sciences practice with the appointment of
companies in China. Ben McQuhae as partner in its
Hong Kong office. McQuhae, who
Clifford Chance has expanded has been based in Hong Kong since
its China litigation and arbitra- 2001, comes from the Hong Kong
tion team with the appointment office of Fulbright & Jaworski LLP
of Ann Chen, a senior IP lawyer Ben McQuhae where he was a partner in that
and patent attorney who joins the firm’s energy practice. His practice
firm in Shanghai. Chen practices includes the representation of national and international
IP law, with an emphasis on patent oil companies, as well as investment banks, private equity
Ann Chen procurement and global IP strategy, interests and investor groups in the oil and gas sector. He
and has more than seven years has counseled clients in all types of energy transactions,
of legal experience in the life sciences industry with an including M&As, development projects, upstream and
international law firm. Her clients range from large phar- acquisition financing transactions. Prior to moving to Asia
maceutical companies to universities, research institutions in 2001, he worked with a large international law firm
and small biotech start-ups. in London.
Joseph Chan is set to join Sidley Austin LLP this month Ogier has appointed James
as a partner in its Shanghai office. Chan’s practice encom- Bergstrom as managing partner
passes the full life cycle of private equity funds, from off- of the firm’s Hong Kong legal busi-
shore and RMB fund formation and portfolio investments ness, effective January 2011. Berg-
to M&A and capital markets. He has represented strategic strom is relocating to Hong Kong
buyers, funds, portfolio companies and investment banks from the Cayman Islands where he
in a variety of financings and acquisitions. He received his was managing partner of the firm’s
JD from George Washington University Law School, his BS Cayman’s legal business for eight James Bergstrom
Econ from the Wharton School of the University of Penn- years. He takes over from existing
sylvania and his BA from the University of Pennsylvania. managing partner Duncan Smith following his retirement.
Chan is fluent in English, Mandarin and Cantonese. Bergstrom joined the firm when Ogier and Boxalls merged
in 2003 and was responsible for leading the merger. He has
Hong Kong practised in the Cayman Islands since 1991 in the principal
Clyde & Co has appointed William areas of investment funds, private equity, corporate and
Tsang as partner in its global cor- commercial law and business and securities regulation.
porate insurance practice. After an
initial spell in the London office, he Singapore
will relocate to Hong Kong to focus K&L Gates LLP has added Brian J Wesol to the firm’s
on developing a corporate insur- corporate practice as partner. Having practiced in the
ance practice across Asia. Tsang US and Southeast Asia for nearly two decades, Wesol
joins from Hill Dickinson where he William Tsang has extensive experience advising corporate and govern-
was corporate insurance partner. ment issuers and underwriters in capital markets transac-
He was previously an associate in the corporate insur- tions, as well as representing companies and investors on

The Briefing
MOVES
both domestic and inbound bank legal for Standard Chartered Bank
financings, acquisitions, joint ven- in Vietnam and the Mekong Region
tures, and corporate restructurings. for almost six years, now brings
Wesol, who joins the firm from his extensive experience in banking
Jones Day, has been the lead lawyer and finance law and compliance in
on corporate finance transactions Vietnam and Southeast Asia to the
involving securities offerings and firm. He has a strong track record Pham Bach
bank loans that have raised more Brian J Wesol in loans and trade finance involving Duong
than US$4.5 billion in financing for international companies operating
corporate clients in Asia. in Vietnam, as well as Vietnamese state-owned and private
borrowers, whilst also possessing in-depth experience
Vietnam of Vietnamese securities issuances, custody services and
Gide Loyrette Nouel (GLN) has appointed banking derivative products, and the corporate aspects of trans-
and finance expert Pham Bach Duong to its Vietnam actions involving credit institutions and governance and
practice. Pham, who prior to joining GLN was head of compliance issues.
NEWS in brief
New arbitration law for Hong Kong
N
ew legislation is set to significantly alter the significant for the construction industry in Hong Kong,
practice of arbitration for Hong Kong’s con- and through representations made by the Hong Kong
struction industry, according to Dean Lewis, Construction Association the New Law provides for
a partner at Pinsent Masons. exceptions. Schedule 2 to the Ordinance contains
The New Arbitration Ordinance was passed by all the existing domestic provisions, including those
Legco on 10 November 2010, but will not come referred to above and these can apply to arbitration
into effect until a later date, likely to be early 2011. in two situations: First, if an arbitration agreement
Whereas the existing Arbitration Ordinance provides expressly provides that they are to apply and, sec-
separate regimes for international and domestic arbi- ondly, for a period of six years after the New Law
tration, the new law provides a unitary regime for comes into effect, if an arbitration agreement provides
both, and adopts the UNCITRAL Model Law on inter- that arbitration is to be treated as “domestic”, they
national commercial arbitration (but makes a number will automatically apply.
of additions and modifications to this). It is therefore an automatic opt-in to the Schedule
The Model Law does not include some of the 2 for all arbitration agreements which provide that
“domestic” provisions which the construction industry they are to be treated as domestic arbitration. In
in Hong Kong is familiar with, such as arbitration by a addition to this, if a construction contract results in an
single arbitrator in the absence of agreement, consolida- automatic opt-in to Schedule 2, then any sub-contract
tion of arbitrations, the ability of the Court to decide a (of any tier) which includes an arbitration agreement
preliminary point of law, the setting aside of an award on will also be deemed to have opted-in automatically to
grounds of misconduct and appealing on a point of law. Schedule 2. In all cases, the automatic opt-in will not
The Model Law contains limited grounds for set- apply if the arbitration agreement expressly provides
ting aside an award but these do not include errors otherwise and also the automatic opt-in down the line
of law, no matter how serious. These changes are will then not apply.
Legal Opportunities
To view more opportunities please visit

www.aquissearch.com
For a confidential discussion call
Scott Harrison
or Aileen Yu
on +852 2537 0333
IP COUNSEL, 5-10 PQE CORPORATE COUNSEL, 7+ PQE
A global MNC is seeking an ambitious intellectual Leading US conglomerate is seeking a corporate

property lawyer for an Asia Pacific role. Responsibilities lawyer for a regional role. Major responsibilities of the
include drafting trade mark, brand protection, and role include contract negotiation and drafting, M&A,
licensing agreements. The ideal candidate could come employment, and litigation matters. Solid law firm
from an international law firm or in-house and must be experience, PRC qualification and general corporate,
PRC admitted. This role will interface with the business commercial background in legal issues faced by MNCs
unit and negotiate on brand protection issues. operating in China is preferred.
SHANGHAI RN: 1692 SHANGHAI RN: 1712
IN-HOUSE COUNSEL, 6-10 PQE LEGAL CONTRACT ANALYST, 5+ PQE
A leading telecommunications firm is seeking a legal A US-based petrochemical company is seeking to

counsel in a newly created role. The ideal candidate expand their legal function. This is a mid level contract
should have strong commercial experience in dealing specialist role, and the ideal candidate should have a
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external counsel. Ability to draft in Mandarin is critical. practice. International experience is highly preferred. A
Applicants with international experience from private challenging role for a PRC admitted lawyer. Great work
practice or in-house are encouraged to apply. life balance on offer.
BEIJING RN: 1765 BEIJING RN: 1754
TMT COUNSEL, 5-10 PQE FUNDS COUNSEL, 5+ PQE
A leading entertainment MNC is seeking to appoint a Prestigious bank is looking for mid level counsel with
TMT counsel. The ideal candidate should have background in private and/or retail funds. The role will
understanding of IP, media licensing and commercial manage documentation and maintain key relationships
contract issues. A lawyer with solid private practice or with regulators. The ideal candidate will be
in-house experience working with general corporate SG-admitted and have a solid background in on-shore
commercial issues is favored. Excellent remuneration funds administration derived from practice or in-house.
on offer. Excellent career advancement prospects on offer.
SINGAPORE RN: 1755 SINGAPORE RN: 1149
COUNSEL & COMPANY SECRETARY, 5-10 PQE PATENT ATTORNEY, 6-10 PQE
A major petroleum enterprise is looking for a mid to Leading technology firm is looking for a counsel to
senior level counsel to work on M&A matters, conduct support all operations. This is a regional role; the ideal
due diligence for transactions, and provide guidance on candidate should have extensive experience in the
corporate governance. The candidate will help support broad scope of intellectual property and trademarks. A
all business operations in the APAC region. seasoned Taiwan-admitted lawyer with a background in
Commonwealth or HK admission preferable. Excellent electrical engineering, trade marks and patents
work life balance on offer. experience is preferred.
HONG KONG RN: 1760 TAIPEI RN: 1763

The Briefing
DEALS
A snapshot of recent noteworthy ordinary shares) on 18 October 2010. The underwriters

transactions from across the region were led by Citicorp and JP Morgan.
Jones Day has advised Yue Xiu Enterprises (Holdings)

AUSTRALIA Limited, the principal investment vehicle of the Guangzhou
Allens Arthur Robinson has advised the International Municipal Government in Hong Kong, in respect of the sale
Finance Facility for Immunisation Company (IFFIm) in of its cement and ready-mix concrete business to HKSE
respect of its inaugural A$400 million (US$384m) kangaroo listed China Resources Cement Holdings (Hong Kong)
bond issue. IFFIm is a multilateral development institution Limited for HK$1.24 billion (US$159m). The transaction
registered as a UK charity that was created to accelerate the was signed in Guangzhou on 5 December. M&A partner
funding of health and immunisation projects implemented by Barbara Mok led the transaction.
the Global Alliance for Vaccines and Immunisation in 70 of
the world’s poorest countries. It was established to assist the Paul, Hastings, Janofsky & Walker has advised Mingfa
international community achieve the Millennium Develop- Group (International) Company Limited, a leading
ment Goals committed to by the UN General Assembly in PRC investment company focused on property devel-
2000. Partner James Darcy led the transaction. opment, in respect of its issuance of HK$1.55 billion
(US$200m) in convertible bonds with HK$388 million
Baker & McKenzie has acted for Predictive Discovery (US$50m) of warrants. The subscribers are co-owned by
Limited (PDI), a company primarily focusing on gold explo- Warburg Pincus Private Equity X LP and Warburg Pincus
ration in West Africa, in respect of its IPO, following which X Partners LP, private equity investment funds managed
its shares commenced trading on the ASX on 1 December by Warburg Pincus. The firm’s team was led by partner
2010. The offer was oversubscribed. Trading in the shares Vivian Lam and included partners Catherine Tsang and
closed on the listing date at a 33 per cent premium to the Steve Winegar.
IPO offer price. PDI is capitalised at approximately A$26
million (US$25.4m). Blackswan Equities was the sponsor- HONG KONG
ing broker/lead manager. The firm’s advisory team was led Herbert Smith has advised Morgan Stanley, CCBI, JP
by partner Richard Lustig. Morgan, BOCI and Deutsche Bank, as the joint global
coordinators, joint bookrunners and joint lead managers,
Clayton Utz is advising Perth based Sandfire Resources on both the Hong Kong and US law aspects, in respect of
NL in respect of its A$102 million (US$98m) equity capi- the approximately HK$14 billion (US$1.8b) Hong Kong
tal raising which comprises an underwritten A$30 million public offering and Rule 144A/Regulation S global offer-
(US$28.8m) institutional share placement to institutional ing of China Rongsheng Heavy Industries Group Holdings
and sophisticated investors, to be undertaken via institu- Limited, a large PRC heavy industries company engaged in
tional bookbuild with an underwritten floor price of A$7.00 shipbuilding, offshore engineering, marine engine building
(US$6.72) per share. It also includes an underwritten and engineering machinery. The firm’s team was led by
accelerated non-renounceable pro rata entitlement offer partners John Moore and Gary Lock.
to raise A$72 million (US$69m) at an offer price of A$6.60
(US$6.33) per share. Partners Matthew Johnson and Mallesons Stephen Jaques has acted for Bank of
Mark Paganin led the firm’s advisory team. China (Hong Kong) Ltd as lead manager in respect of
a private placement of RMB700 million (US$105m) 2.9
CHINA percent bonds issued by China Merchants Holdings (Hong
Fangda Partners has represented Shangpharma Cor- Kong) Co Ltd. The tenor of the bonds is three years. The
poration, one of the largest Chinese pharmaceutical and transaction represents the inaugural issuance of RMB-
biotechnology contracted research outsourcing firm, in denominated corporate bonds in Hong Kong by the China
respect of its US$87 million IPO and listing on the NYSE of Merchants’ parent company. The transaction was led by
5.8 million American Depositary Shares (each equal to 18 partner Richard Mazzochi.
The Briefing
DEALS
Mayer Brown JSM has advised Hang Seng Bank Lim- Private Limited (Jaico) in Volvo Buses India Private Limited
ited (Hang Seng) as the mandated coordinating arranger in (Volvo Buses) which was set up in November 2006 as a joint
respect of Hong Kong’s first ever renminbi syndicated loan. venture between Volvo and Jaico for the production of bus
China Automation Group Limited, one of China’s largest bodies. Volvo previously owned 70 per cent of the equity
railway signalling companies, signed a US$50 million-equiv- shares of Volvo Buses. With the recent acquisition of Jaico’s
alent, multi-currency term loan facility agreement with shares, Volvo Buses has become a wholly owned subsidiary
Hang Seng and nine other banks on 6 December 2010. of Volvo. Partner Vivek K Chandy led the transaction.
Hang Seng was the lead arranger on the transaction. The
3.5-year facility was oversubscribed and increased from its Khaitan & Co has also advised Elara Capital (India)
original target of US$40 million equivalent to US$50 mil- Private Limited, Fortune Financial Services (India)
lion. The firm’s team was led by partner Allan Yu. Limited and Edelweiss Capital Limited, as the global
coordinators and managers, in respect of the qualified
Norton Rose Hong Kong has advised Vale SA, the institutional placement of Parsvnath Developers Limited’s
second largest metals and mining company in the world, equity shares which raised approximately US$59.5 million.
in respect of the secondary listing by way of introduction Partner Sharad Vaid led the transaction.
of its common shares and Class A preferred shares in the
form of depositary receipts on the HKSE. Trading com- Phoenix Legal has advised India Hospitality Corp (IHC)
menced on 8 December 2010. JP Morgan acted as the in respect of the sale of 74 percent of its interest in Sky-
sponsor of the listing, which is the first depositary receipts gourmet Catering (Sky), a leader in airline catering in India,
transaction and the first listing of a Brazilian company in to Gategroup, an independent global provider of onboard
Hong Kong. Vale’s common shares and Class A preferred services to companies that serve people on the move.
shares are listed on both the BM&FBOVESPA in Sao Paulo The transaction implies an enterprise value for the whole
and the NYSE. Partner Julian Chung led the transaction. of Sky of approximately US$92 million. IHC will continue
to hold 26 percent of the shares in Sky and has entered
Slaughter and May, Hong Kong, has advised MTR Cor- into a shareholders’ agreement with Gategroup and Sky
poration Limited and MTR Corporation (CI) Limited to govern the ongoing JV. Sawant Singh led the firm’s
as the issuers in respect of the annual update of their US$3 advisory team.
billion debt issuance programme, under which they have the
ability to issue notes to be listed and traded on the HKSE and JAPAN
the LSE. Partner Laurence Rudge led the transaction whilst Mori Hamada & Matsumoto has advised Coca-Cola
Maples and Calder advised on Cayman Islands law. West Company Limited (Coca-Cola) in respect of its
agreement to acquire Japan based vegetable juice and
Zhonglun Law Firm has acted for Eminent World Lim- frozen foods producer Q’ Sai Co Ltd (Q’ Sai) from Daiwa
ited (Eminent World), a Hong Kong based manufacturing Corporate Investment and Japanese private equity firm
and trading company, in respect of an arbitration process Polaris Capital Group Co Ltd. Coca-Cola acquired 302,755
against a giant multinational petro equipment manufacturer Q’ Sai shares for JPY35.9 billion (US$423.9m) and debt
before the International Center for Dispute Resolution of JPY28 billion (US$330m). Post acquisition, Q’ Sai will
(ICDR) of the American Arbitration Association (AAA). operate as a wholly owned subsidiary of Coca-Cola. Gaku
The firm secured a settlement wherein the counterparty Hayakawa, Akira Marumo and Rintaro Shinohara led
paid approximately US$2.5 million to Eminent World. Part- the transaction.
ner Wilson Wei Huo led the team.
SINGAPORE
INDIA Allen & Gledhill LLP has acted as Singapore law counsel
J Sagar Associates has advised Volvo Bus Corpora- for Oversea-Chinese Banking Corporation Limited
tion (Volvo) in respect of its recent acquisition of the 30 (OCBC) in respect of its issue of US$500 million fixed to
per cent stake of Jaico Automobile Engineering Company floating rate subordinated notes due 2022 callable in 2017
" " "
" " " " " "
!

In-house Group Legal Counsel (5-8 yrs pqe) Shanghai This diversified
industrial products conglomerate is seeking someone to
General Counsel (10+ yrs pqe) Hong Kong Lead the legal team at provide legal advice in China and across the region, both
this NYSE listed, PRC headquartered global business. This role will independently and working with outside counsel. This position
be responsible for all legal matters globally and have a strong focus covers general corporate work for a variety of business units
on listings compliance and improving internal controls to align with and requires some international experience either in-house or
listing rules. You should have substantial experience in a NY listed at a respected law firm. Fluent Mandarin and English language
company and ideally have familiarity with FDA regulations. This is skills are required. Ref: 9502/AC
an excellent opportunity for the right person looking to move into a
Global General Counsel position. Mandarin language skills are highly Senior Legal Counsel (5+ yrs pqe) Hong Kong Join this global
preferable but not mandatory. Ref: 9480/AC investment management company by taking on a regional role
as they bolster their team in Asia. This mandate supports asset
Senior IP Counsel (10+ yrs pqe) Beijing Excellent opportunity to management entities in the region, including fund creation,
take on a senior position at this worldwide healthcare conglomerate. registration and documentation updates. You must have at least 5
This mandate will be responsible for building the China IP team, years of experience in the asset management industry, either in-
which is charged with protecting valuable company intellectual ")/-),..)*#(.,(.#)(&&14,')(!)(!/-.,&#
*,)*,.3 ( )(/.#(! /-#(-- -. .,#(#(! 4&#(! *.(.- ),+/&#4.#)(,+/#,

handling IP disputes and providing general IP advice. You should be
ready to develop a strategic IP plan for the business and work closely Senior Commercial Counsel (4+ yrs pqe) Guangzhou Cover high
with other business functions. Educational background in science level commercial matters within the PRC for this global healthcare
and native Mandarin language skills are a must. Ref: 9503/AC conglomerate. You will monitor and update the business on Chinese
legislation, advise on commercial disputes and transactions, work
Legal Counsel (6-8 yrs pqe) Beijing Take the lead on a talented closely with compliance teams and identify emerging regulatory
legal team that manages legal, risk and governance issues #--/-"#&(#."- +/&#4.#)(1#."!, ,)'
across the Greater China region for a top property company. This a top Chinese law school and hands-on commercial experience in
mandate is responsible for proactively advising the business on "#(.#0(,#((5/(.(!&#-"#-,+/#,

legal strategy and handles commercial contracts in both English
and Chinese. Commercial experience at an international law firm
or US-based MNC and fluent Mandarin and English is required. Private Practice
Both PRC bar holders and foreign lawyers with fluent Mandarin
will be considered. Ref: 8978/AC Finance Associate (4-7 yrs pqe) Singapore Become a part of the
+/#%&3!,)1#(!(%#(!(4((*,.#.."#-,-*.
AML Compliance Manager (6+ yrs pqe) Hong Kong Join a &1 4,' )/ '/-. #(!*), +/&#4 ( "0 2*,#(
commercial bank and formulate and update AML/CFT policies for all with international transactions. Ref: 9495/AC
of their business groups. You will oversee AML policy implementation
and should have experience in AML/CFT compliance, audits, banking Capital Markets Associate (4-6 yrs pqe) Hong Kong New
)*,.#)(-),,!/&.),31),%#(."4((#&-,0#-#(/-.,32&&(. )**),./(#.3.)$)#(!,)1#(!.'.."#-&14,')-/
presentation and Mandarin language skills required. Ref: 9475/AC in this role, you should have strong knowledge of securities law
(*#.&',%.-2*,#(!#(..)*.#,&14,'#()(!
Senior Compliance Manager (6+ yrs pqe) Hong Kong Advise on )(!),-#&/(.(!&#-"((,#(,+/#,
/AC
compliance issues for China-related business units at this commercial
bank. This position is responsible for monitoring the changing regulatory Junior IP Associate (3+ yrs pqe) Shanghai This renowned
landscape and managing the implementation of new requirements. You US law firm is seeking a junior associate with a strong life
should have experience in banking industry compliance, preferably as sciences (chemistry or biology) background, preferably with lab
related to the PRC. Chinese bar holders will have a distinct advantage, experience. LLM from an overseas law school and international
5/(.(!&#-"((,#(#-,+/#,
qualification would be a plus. Native Mandarin language skills
a must. Ref: 9478/AC
HONG KONG
Tel: (852) 2520 1168 Fax: (852) 2865 0925 Email: hughes@hughes-castell.com.hk

Tel: (65) 6220 2722 Fax: (65) 6220 7112 Email: hughes@hughes-castell.com.sg
a Randstad company

Tel: (86) 10 6581 1781 Fax: (86) 10 6581 1773 Email: beijing@hughes-castell.com.hk www.hughes-castell.com.hk
The Briefing
DEALS
under its S$4 billion (US$3b) programme for Issuance of ‘white’ site at Jurong Gateway, Singapore (all part of the
Debt Instruments. The notes are listed on the SGX-ST. Lend Lease group, a major Australia-based property
The joint lead managers and joint bookrunners for the development and fund group), in respect of a S$919 mil-
issue were JP Morgan (SEA) Limited, Morgan Stanley Asia lion (US$699m) development financing to finance the
(Singapore) Pte, OCBC and The Royal Bank of Scotland development of a mixed retail and office development.
plc Singapore Branch. Partners Au Huey Ling and Long Partners Alvin Chia, Monica Yip and Tan Teck Howe
Pee Hua led the transaction. acted on the matter.
Shook Lin & Bok has acted for HSBC Institutional SOUTH KOREA
Trust Services (Singapore) Limited, the trustee of Kim & Chang has advised Darby Hana Emerging
Sabana Shari’ah Compliant Industrial Real Estate Invest- Infrastructure Fund (DHEIF), a social overhead capital
ment Trust, in respect of the IPO to raise approximately fund in Korea, in respect of its acquisition of a 30 per
S$491 million (US$373.5m). The transaction represents cent stake in MCB Co Ltd (MCB) from Macquarie Korea
Singapore’s first syariah-compliant real estate investment Infrastructure Fund (MKIF). MCB manages and operates
trust and is reportedly the world’s largest syariah-compli- Machang Bridge, a social overhead capital facility owned
ant real estate investment trust that has been accepted in by the Provincial Government of Gyeongsangnam-do.
most of the GCC member countries. Partners Tan Woon The total value of the deal is approximately KRW17 bil-
Hum and Markus Blenntoft acted on the matter. lion (US$14.7m). In connection with the share acquisi-
tion, DHEIF and MKIF jointly provided a KRW158 billion
WongPartnership LLP has acted for two special pur- (US$136.5m) subordinated debt facility to MCB. Partner
pose companies which jointly won the tender for a Young-Kyun Cho led the transaction.
NEWS in brief
Cleary Gottlieb to launch Hong Kong law practice
I
nternational law firm Cleary Gottlieb Steen & Hamilton Managing partner Mark Walker commented: “Adding
LLP has announced that Freeman Chan, 48, will join the Hong Kong law capability to our existing, successful Asia
firm as a partner in early 2011 as part of the launch of practice is a natural and important extension of our firm’s
its Hong Kong law practice. Chan joins the firm from the global business model, which combines strong local law and
Hong Kong office of Norton Rose, where he leads their international law practices around the world.”
China corporate finance practice. Chan has more than 20 years experience representing
Cleary Gottlieb intends to launch its Hong Kong law issuers and underwriters in Hong Kong-listed IPOs and
practice early in the New Year after completing the neces- other capital markets transactions, as well as representing
sary regulatory steps. The practice will focus initially on Hong financial sponsors and major corporate clients in private
Kong-listed IPOs and other capital markets transactions, as equity, public M&A and other transactions. He is a member
well as private equity and other M&A transactions. of the Takeovers and Mergers Panel of the Hong Kong
Chan will work closely with Cleary Gottlieb’s existing Securities and Futures Commission. His recent client rep-
partners in Asia in developing the Hong Kong law practice, resentations include acting as issuers’ counsel in the Hong
including Clay Johnson, who focuses on capital markets Kong-listed initial public offerings of Greatview Aseptic
and M&A work; Megan Tang, who concentrates on capi- Packaging, China Modern Dairy, Sihuan Pharmaceutical,
tal markets work; and Michael Preston, who focuses on Springland International, Sunac China, Belle International,
private equity and other M&A work. The firm has more China Dongxiang, China Mengniu Dairy, China Yurun Food
than 40 lawyers in Hong Kong and Beijing, 17 of whom and China Shanshui Cement, and advising on M&A and
will be Hong Kong-qualified when the Hong Kong practice other corporate transactions for various financial sponsor
is launched. and corporate clients.
SINGAPORE HONG KONG
Regional M & A Counsel, US MNC (8-12 years PQE) Legal Counsel, Global IT Company (4-7 years PQE)
US MNC seeks senior lawyer to join their team to assist in the mergers Outstanding opportunity for a mid-level lawyer to take on an
and acquisitions work of the company across the region. The ideal autonomous role with this well-known international IT Company.
candidate would have the opportunity to run transactions on their own. Reporting to the Senior Counsel in Australia, you will support all Japan
Prior experience in mergers & acquisitions is essential and this would business operations and some regional coverage. Fluency in spoken
also be an opportunity for private practitioners looking to move into a and written Japanese and English required. Excellent prospects are on
dynamic and challenging in-house role. [A2423] offer for someone with strong commercial acumen and excellent
communications skills. Knowledge of IT industry very helpful. [A2417]
APAC Legal Counsel (3-7 years PQE)
Legal Counsel Asia (4-8 years PQE)
A global engineering and construction company seeks a mid-level
lawyer to join their legal team to cover the Asia Pacific region. The work An exciting opportunity has arisen for a mid-level Legal Counsel based
entails managing contract terms, bids and subcontracts, M&A, and any in Hong Kong. Reporting to the GC, Asia-Pacific, the lawyer will provide
other general corporate commercial and dispute resolution matters. a range of legal services to its business divisions. Responsibilities
The successful candidate must be admitted in a common law include investigating and resolving legal matters, legal research,
jurisdiction and have experience in engineering and construction interpreting laws, rulings and regulations. Experience in an international
related legal work. Some experience in M&A and disposals is also law firm or relevant in-house experience needed. Written and spoken
desirable. Proficiency in Mandarin is an advantage. [A2369] English, Cantonese & Mandarin required. [A2438]
Regional Counsel, FMCG/Healthcare (4-7 years PQE)
CHINA
This FTSE 100 company in the FMCG and healthcare sector seeks a Legal Counsels (3-15 years PQE)
lawyer, based in either Singapore, Beijing or Hong Kong, to provide
legal advice on all issues including corporate commercial work, and An international Fortune 50 company is hiring multiple positions to
manage litigation and IP matters across the region. The ideal candidate support their Greater China operations. Due to a rapid increase in the
must be a lawyer with strong corporate commercial or litigation volume of their business operations in Greater China they are looking
background. Regular travel around the region is required for this role. for professionals to provide a comprehensive range of legal services
[A2398] and unlimited scope for career development. The roles open
Litigation Director, Private Bank (7-10 years PQE) (Beijing/Shanghai) would offer the right candidate a fantastic
opportunity to join one of Asia's most dynamic and influential legal
teams in the region. [A2442]
Global private bank seeks a senior litigation lawyer to provide support
on all litigation matters and claims, and any regulatory and criminal
investigations relating to their businesses. The successful candidate Senior Counsel, Energy (8+ years PQE)
should be qualified a common law jurisdiction with strong litigation
experience, and ideally with familiarity in banking products and A global energy corporation seeks a senior counsel to provide legal
services. [A2303] support to their growing business in China. The counsel will advise
senior management on matters including tenders and bids, project
development, risk management and corporate compliance, and all
INDIA corporate commercial matters. The candidate should be PRC qualified
with a good understanding of those laws and regulations, with some
Compliance Leader, MNC (10+ years PQE) related industry experience. Lawyers with international exposure
preferred. Proficiency in English and Mandarin is required. [A2379]
Leading MNC requires Compliance professionals to provide support to
Legal Counsel, US MNC (6-8 years PQE)
its compliance and business functions in Delhi, to meet compliance and
regulatory responsibilities. The candidate will identify key compliance
needs, determine risk, improve controls and coordinate compliance A global US company’s seeks a senior lawyer to join its Greater China
investigations. The ideal person should have experience in a compli- legal team. The role will mainly support the company’s business in
ance, legal or finance audit background. The role will involve working China and other investment activities in the Greater China region. The
closely with global compliance heads and management, suiting ideal candidate should have a good mix of private practice and in-house
someone with strong interpersonal skills both written and oral. [A2189] experience and some level of international exposure. Fluent English
and Mandarin are required for this role. Good communication skills and
commercial acumen are essential. [A2395]
Head of Legal (9-11 years PQE)
Legal Counsel, Network Provider (7+ years PQE)
A global insurance corporation seeks a person to head its legal team in
Mumbai. The role involves supporting group companies, legal reviews, Leading network infrastructure provider seeks a legal counsel to
negotiating and managing audits, and review of contracts. The ideal provide legal advice in all general and commercial matters, corporate
candidate should have a strong academic background and preferably restructuring, JV/M&A issues and managing all litigation issues. The
have experience in financial services and commercial contracts. They candidate should have excellent academics with a good law degree, a
should also possess sound legal and technical skills, with excellent good mix of private practice and in-house experience, and ideally be
communication and management acumen. [A2362] PRC qualified. A good command of English and Mandarin (ability to
draft in Mandarin) is required. Must be willing to travel. [A2157]
The Briefing
I n - H ouse O pportunities of the M onth

With the silly season now upon us, what better time to start thinking about a shift in direction! Asian-Counsel is
delighted to share six stand-out opportunities for in-house counsel this month, provided by leading recruitment
firms from across the region. Nothing like a glass of eggnog whilst preparing for an interview! Good luck!
Senior Counsel/Company Secretary Global General Counsel

Civil Infrastructure/Property, Hong Kong Hong Kong
PQE: 18+ years PQE: 10+ years
A conglomerate with business interests in civil infrastructure and Lead the legal team at this NYSE listed, PRC headquartered global
property is looking for a senior lawyer/company secretary to join business. You will be responsible for all legal matters globally and
their legal team in Hong Kong. The position reports directly to the have a strong focus on listings compliance and improving internal
Head of Company Secretarial and Legal. The role will involve the controls to align with listing rules. You should have substantial
management of one of the group’s company secretarial teams and experience in a NY listed company and ideally have familiarity
offers an excellent remuneration package with the opportunity to with FDA regulations. This is an excellent opportunity for the
grow your career. The ideal candidate should have a high level of right person looking to move into a Global General Counsel
communication and interpersonal skills, be fluent in Cantonese, position. Mandarin language skills are highly preferable but not
and ideally with some proficiency in Mandarin. Ref 2447 mandatory. Ref: 9480/AC
Contact: Legal Labs Recruitment (Greater China) Pte Ltd Contact: Nick Marett
Email: klang@legallabs.com Email: hughes@hughes-castell.com.hk
Tel: (852) 3189 7032 Tel: (852) 2520 1168
Banking/Transaction Management Funds Counsel

Leading Bank, Hong Kong Prestigious Bank, Singapore
PQE: 3-6 years PQE: 5+ years
A leading bank with a growing presence in Asia is looking for a lawyer A prestigious bank is looking for mid-level counsel with background
with banking experience to join the Transaction Management team. in private and/or retail funds. The role will involve managing
This role offers plenty of exposure to the business and will involve documentation and maintaining key relationships with regulators.
reviewing term sheets, giving structuring advice and finalising The ideal candidate will be SG-admitted and have a solid background
documentation. A good work/life balance is on offer. Chinese in on-shore funds administration derived from practice or in-house.
language skills are helpful but not essential. Ref AC2688 Excellent career advancement prospects on offer. Ref 1149
Contact: Emily Lewis Contact: Scott Harrison

Email: elewis@lewissanders.com Email: scottharrison@aquissearch.com
Tel: (852) 2537 7408 Tel: (852) 2537 0333
Compliance Director Head of Equities Legal

Healthcare, Singapore Global Investment Bank, Hong Kong
PQE: 8+ years PQE: 8+ years
Our client, a global healthcare company, now seeks a Compliance This is an excellent opportunity for a senior lawyer to join a
Director for their APAC region to be based in Singapore. world-renowned investment bank, focusing on the equities
Reporting to the International Compliance Director, you will aspects of the group’s expansion throughout Asia and beyond.
provide leadership and support to all levels of key business You will liaise with internal clients, external counsel and regulators
functions on complex ethics and compliance issues, including throughout Asia. Ideally you will have experience of regulations in
compliance risk assessment and best practice recommendations. one or more of the following jurisdictions: Hong Kong, Singapore,
The ideal candidate must possess at least 8 years’ experience India, Korea, China, Philippines or Vietnam. You will also have a
in compliance and ethics, ideally gained within life science strong equity capital markets legal background in Asia.
organisations. Ref BP211400
Contact: Eddie Tan Contact: Ben Cooper
Email: eddie.tan@laurencesimons.com Email: b.cooper@cmlor.com.hk
Tel: (852) 2836 6382

With over twenty years’ experience in the global legal market,

$85(1&( ,0216 :25.6 ,1 3$571(56+,3 :,7+ 285 &$1','$7(6 72 =1'
the best career move for you.
Legal Director | 6+ PQE | Hong Kong/Singapore Legal Counsel | 3-‐6 PQE | Hong Kong
85&/,(17$" 4827('*/2%$/1875,7,21&203$1<+$6,'(17,=('7+(6,$$&,=& Our client, a world leader in digital video technologies, now seeks a legal counsel
region as one of the company’s key markets which continues to be a real to join its well established APAC team. Reporting to the General Counsel Asia,
growth area for the business. They now seek to hire a Legal Director for Asia you will be responsible for drafting and negotiating corporate agreements,
$&,=&,1$1(:/<&5($7('52/($6(',121*21*25 ,1*$325(7+,6,6$=567 advising on operational legal affairs in the APAC region and handling projects
7,0($332,170(17$1'$*5($723325781,7<725($//<'(=1(7+(52/(#286+28/' $1'(1)25&(0(170$77(56&20021/$:48$/,=&$7,21$1'>8(17$1'$5,125
have good quality experience (gained either in private practice or preferably Cantonese is essential to succeed in this role. There will be some travelling
in house) on a broad range of commercial issues. International experience involved but mostly in Asia. Ref: 135601
and a strong understanding of business in Asia are required. Ref: 130601
Head of Regulatory | 8+ PQE | Singapore Senior Legal Counsel | 10+ PQE | Singapore
Global Telco now requires a senior candidate to join their team in Asia to head A leading global brand in the telecommunications industry, our client is now
their regulatory function here. This is a senior and integral role and you will seeking a senior lawyer to add to its already dynamic legal team. The role will
(1685($//7(/(&2065(*8/$725<5(48,5(0(176$5(,'(17,=('$1'+$1'/(',1$1 be based in Singapore and will report to the Chief Counsel APAC. This is a unique
appropriate manner. You will also manage a small team based around the region, position with dual roles in legal and commercial responsibilities. You must have
so management experience will be a strong advantage. Applicants must have a minimum of 10 years’ PQE and ideally some in-‐house experience. The right
substantial knowledge of regulatory and competition frameworks in Asia as well candidate will have a strong commercial sense and is solutions-‐orientated.
$6,1'(37+.12:/('*(2)7+(7(/(&206,1'8675<()

Ref: 134401
PRC Commercial/Corporate | 8+ PQE |Shanghai Legal Counsel | 2-‐6 PQE | Beijing

With more than a century’s history, our client’s products are leading the This world leader in the mining sector has a vacancy for a legal counsel to
market in industrial and health care sectors. There is now an opportunity -2,17+(,51(:/<(67$%/,6+('/(*$/7($0,1(,-,1*!+(,'($/&$1','$7(:,//%($
to join our client if you share their vision for sustainable development and 0,'/(9(//$:<(5:,7+$1,17(51$7,21$/352=/($1'+$9($7/($67<($562)
innovation as a new role has been created in their China team for a senior (;3(5,(1&(,1&25325$7($1'75$16$&7,21$/:25./8(171*/,6+$1'$1'$5,1
/$:<(5#28 6+28/' ,'($//< %( 48$/,=(' ,1 7+( $1' :,// %( 5(63216,%/( are pre-‐requisites and the role will report to the GC in Europe. A PRC
)25 &200(5&,$/ &2175$&76 $6 :(// $6 75$16$&7,216 !+(5( :,// $/62 %( 48$/,=&$7,21:,//%($1$'9$17$*(!+,6,6$81,48(23325781,7<72:25.,1+286(
management responsibilities and some travelling should be expected. with one of the largest mining companies in the world and to grow with the
$1'$5,1(66(17,$/)257+,652/(()

company as it expands in China and Asia. Ref: 135301
Financial Products Lawyer | 7+ PQE | Hong Kong Legal Counsel | 4-‐8 PQE | Shanghai
This investment bank, a major player in equity options and futures markets Innovative and instantly recognisable, our client is one of the world’s leading
with a broad institutional sales network, is now seeking a senior lawyer to companies in luxury goods. Reporting to the Chief Counsel Asia in Hong Kong,
support the legal team. You must be well-‐versed in sales and trading of this role will require you to work closely with business teams to manage all legal
equities and familiar with ELN, warrants and OTC products. You will advise affairs in China. You will be required to advise on compliance and regulatory
7+(=1$1&,$/7($06215(*8/$725<&203/,$1&('2&80(17$7,21$1'75$16$&7,21 matters, customs seizures, IP enforcement, and other PRC commercial matters.
6758&785,1*/8(17$1'$5,16.,//6$5((66(17,$/17(51$7,21$//$:=50$1' 5,25(;3(5,(1&(*$,1(',1$7237,(5/$:=50$6:(//$6>8(17$1'$5,1/$1*8$*(
25,19(670(17%$1.(;32685(:,//%($'(=1,7($'9$17$*(()

skills are essential. Ref: 135001
Legal Counsel | 7+ PQE | Shanghai IT Legal Counsel | 3+ PQE | Beijing

Our client is a global leader in food processing & packaging with global operations. !+,6 35(67,*,286 =1$1&,$/ 5(6($5&+ 3529,'(5 ,6 6((.,1* $ &$3$%/( /$:<(5
The company is strengthening its legal team and is now seeking to hire an with experience in IT and software licensing. You will be responsible for a
experienced attorney with ideally, 7-‐10 years’ experience of general commercial wide range of legal matters including reviewing and drafting IT contracts.
transactional matters and some knowledge of antitrust/competition law issues 67521*81'(567$1',1*2)/$:,65(48,5(')257+,652/(/8(17$1'$5,1
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$1'$5,1$1'(;3(5,(1&(5(48,5('()

48$/,=&$7,21,65(48,5('()

To hear more about these roles, please contact: Denvy Lo or Florence Pang (Hong Kong) on +852 3154 9271
or Eddie Tan (Singapore) on +65 6590 9166 or email asia@laurencesimons.com
www.laurencesimons.com
Investigative Intelligence
By Richard Dailly,
Managing Director for
Kroll in India
Fraud in India’s manufacturing and

engineering sector
F
raud in India continues to haunt business opera- governmental officials for the purpose of expediting fulfil-
tions. According to Kroll’s Global Fraud Report ment of a routine, non-discretionary duty), Indian law
the manufacturing sector faces a growing prob- specifically forbids them.
lem with vendor fraud and theft of intellectual property. Last but not least, because much of India’s heavy engi-
In our experience in India, companies in the engineer- neering growth is being driven by the race to improve local
ing, heavy engineering, and manufacturing sector are infrastructure, possible exposure to fraud exists when
often the ones most vulnerable to fraud and corruption. engaging with officials who might be involved in projects
In a sector where the business opportunities are so large of national importance. The use of agents and intermediar-
and the financial gains potentially so great, it is easy to ies in India is common when dealing with government
overlook fraud and corruption risks. entities and often a conduit for a bribe. As our survey also
A key driver of fraud and corruption in the manufac- shows, an alarming 29 per cent of fraud in India has as its
turing and engineering sector is the frequently isolated key perpetrators vendors, suppliers, agents, and partners
geographical location of operations. Within an isolated combined. The potential sums involved in large infrastruc-
plant, management is easily dominated by a key individ- ture projects are huge. There is a real possibility of either
ual: checks and balances – the tools of accountability – knowingly or unknowingly wandering into an inappropri-
can go out the window. When a powerful and charismatic ate transaction which, in a major infrastructure project,
individual manages an isolated facility with few account- might have ramifications for years.
ability measures in place, the opportunities to manipulate These are just a few ways in which the manufacturing
tenders, to over invoice or to pay kickbacks to business and engineering sector faces unique and difficult fraud
partners can be too tempting to resist. Consequently, pro- challenges in India. Kroll’s experience is that the three
curement and contract fraud can be rife and also extremely major problems highlighted – isolation, poor management,
hard to unearth. and a propensity for involvement in government contracts
The questionable quality and trustworthiness of man- – often go hand in hand.
agement running facilities can also heighten fraud risks. Forewarned is forearmed: senior management at the
Often, a manager in such a plant has a technical back- head office must know how facilities are run and ensure
ground, he can solve problems at low cost, hire the most that sufficient checks and balances are in place, systems
technologically sound research and development special- are fully accountable and due diligence is conducted on
ists, and suggest and implement unique engineering solu- senior hires, agents and intermediaries. With governments
tions. Despite these virtues, our experience tells us that around the world stepping up efforts to fight corruption,
such a pragmatist is also more likely to find solutions to not to know, or to turn a blind eye to this crime could cost
problems which, while not malicious, may not be appro- your company and its reputation considerable damage.
priate in the eyes of regulators. While it might be quicker,
and part of the business culture, to pay local officials for To receive a copy of Kroll’s 2010-2011 Global Fraud
a licence to operate or to get distribution trucks across Report, please email fraudasia@kroll.com
state borders, it does violate various local and interna-
tional anti-bribery laws. What constitutes a facilitation
payment can vary depending on the context, but unlike the
US Foreign Corruption Practices Act, which exempts rdailly@kroll.com
www.kroll.com
‘facilitating payments’ (defined as small amounts paid to
IN-HOUSE PRIVATE PRACTICE
FINANCE/CORPORATE HONG KONG 2-6 years DEBT FINANCE OF COUNSEL HONG KONG 8-10++ years
Investment bank seeks a lawyer with strong finance and/or corporate Top tier US firm seeks senior finance lawyer to head up the HK practice
experience with commercial acumen and the confidence to negotiate a dealing with existing work flow and to build a team. Strong technical skills,
range of contracts. Dynamic team and role. Good hours. AC2771 experience in acquisition finance and BD skills required. AC2763
BRAND PROTECTION MANAGER HONG KONG 5+ years LITIGATION HONG KONG 3-6 years
Global consumer brand seeks experienced brand protection manager for Top international firm seeks a litigation associate to join an established
its HK office. Ideally you will have solid experience in trademark and patent practice. You will have broad ranging commercial litigation experience with
infringement and enforcement. Chinese language skills preferred. AC2764 excellent academics. Cantonese/Mandarin skills preferred. AC2598
DIRECTOR/VP COMPLIANCE SHANGHAI 4+ years BANKING HONG KONG 2-5 years

Top tier global bank seeks a senior compliance professional to provide Market leading banking practice seeks a mid level lawyer to join the team.
support for its commercial banking business in China. Experience from a Role offers quality work across general bank lending, acquisition finance,
peer bank in mainland China ideal with English language skills. AC2762 project finance and regulatory. Preference for Mandarin speaker. AC2766
PRC LEGAL COUNSEL SHANGHAI 4-6 years ARBITRATION/LITIGATION BEJING/SHANGHAI PARTNER

Due to expansion, a listed HK company seeks a legal counsel to be based Leading UK firm with a top tier litigation practice seeks a partner in China to
in Shanghai. Experience in FDI matters, general commercial, tenancy & IP advise on both litigation and/or arbitration matters. Will consider a SA or Of
enforcement matters. English and Mandarin required. AC2731 Counsel with solid reputation and a network in China. AC2637
FUNDS/STRUCTURED PRODUCTS HONG KONG 1-3 years REAL ESTATE PARTNER HONG KONG 7+ years
Global i-bank seeks a junior lawyer to provide legal support for its funds Global firm with strong real estate practice seeks partner to play a key
and retail business focusing on structured products and distribution in Asia. role in its continued expansion. Would suit a partner with a book or senior
Transactional experience and regulatory knowledge a plus. AC2758 assoc/counsel looking for fast track. Mandarin preferred. AC2744
SNR ISDA NEGOTIATOR HONG KONG 3+ years ENERGY/NATURAL RESOURCES HONG KONG 2-6 years
Global bank seeks a senior negotiator to work closely with the front office US firm with established energy platform across the region seeks associate
concerning ISDA and derivatives documentation. Drafting experience to join the team in HK. Chinese not required as SE Asia focus. Quality
essential and fluent Mandarin and Cantonese preferred. AC2727 corporate M&A and/or energy experience required. AC2733
PRIME BROKERAGE/EQUITIES HONG KONG 4-8 years HEAD OF KNOW HOW/TRAINING HONG KONG 5-12 years
Global bank seeks a mid to senior level lawyer to support its equities and International law firm seeks Head of Knowledge Management & Training to
prime services business. PB experience preferred although candidates manage an existing team. A proven track record of Knowledge Management
with solid derivatives experience will also be considered. AC2760 with a leading firm required. Language skills are not essential. AC2305
This is a small selection of our current vacancies. Please refer to our website for a more comprehensive list of openings.
For further information, please contact Emily Lewis +852 2537 7408, Lindsey Sanders +852 2537 7409,
Laura Zhao +852 2537 7413, Placida Lam +852 2537 7415, Eleanor Cheung 2537 7416 or email recruit@lewissanders.com
www.lewissanders.com
A night of Celebration and Jazz! 2010
O
n December 1st Pacific Business Press hosted the Stefan Gannon JP, General Counsel of the Hong Kong Monetary
first Hong Kong awards ceremony to celebrate the Authority (HKMA).
4th annual Asian-Counsel In-House Community Stefan first arrived in Hong Kong in 1983 to the post of Legal
Legal Awards, with the generous support of CML Adviser to the Hong Kong Government’s legal office where he
Recruitment and Navigant Consulting.
Based on votes made by in-house counsel in Hong Kong as part
of Asian-Counsel’s Representing Corporate Asia In-House
Community Survey, the event, held at the Foreign Correspondents’
Club, was an opportunity to celebrate the excellence of legal practice
in Hong Kong and, just as importantly, to bring together the cream
of in-house and private practice and for all to have a good time.
In addition to the practice area winners and Most Responsive
firms, which were originally announced in Asian-Counsel back in
September, two supplementary awards were announced on the night.
Introduced by Huen Wong, JP, President of the Law Society of
Hong Kong, and presented by Rob Green of CML Recruitment,
the Asian-Counsel In-House Achievement Award was created to
celebrate the work of an individual in-house lawyer that has mate-
rially changed society for the better and aims by example to raise
the standard of legal and corporate transparency, not only in Hong
Kong, but throughout the global legal community. The winner of Huen Wong, JP, President of the Law Society of Hong Kong
introduces the In-House Achievement Award recipient
the first ever Asian-Counsel In-House Achievement Award was
Fiona Loughrey (second from right), Asian-Counsel’s External Lawyer of the Year along
with members of Simmons & Simmons’ award winning Employment team
advised the Commission of Banking. As a result of ‘Black Friday’ nered the most, and in this case, the finest testimonials from the
in 1987, the Hong Kong government initiated a rescue of the In-House Community in this year’s survey.
Stock Market and Stefan contributed to the subsequent report In his introductory comments, James noted that “the winner of
which brought about the setting up of the Securities and Futures this year’s Asian-Counsel External Lawyer of the Year Award has
Commission. quite simply been a pioneer in her field in Hong Kong. In-house
He became legal adviser to the Monetary Affairs Branch of the counsel responding to the 2010 Asian-Counsel survey said of her:
Hong Kong Government and was instrumental in the establish- ‘she is incredibly knowledgeable’; ‘always responsive’; and ‘she
ment of the Hong Kong Monetary Authority in 1993. is always easy to work with’. One simply said that “Fiona
If Stefan had hoped for a quiet life as General Counsel after the Loughrey [who established and heads Simmons & Simmons Hong
setting up of the HKMA, he certainly didn’t get it! The Asian Kong & China employment practice] is the ‘go-to’ person for any
Financial Crisis came to a head in Hong Kong during the Summer of employment related concerns”.
1998 where speculation on the currency forced down the value of the Following the award presentations, our in-house band, Alan
Hong Kong dollar. This resulted in the Hong Kong Government Youngblood and the Litigators, took us into the night with a touch
acquiring HK$118 billion of shares under the auspices of the HKMA. of jazz and a healthy dash of rock n’ roll. No impromptu awards
Stefan was one of the small team in charge of the stock market were given for dancing – maybe next year!
operation and the Government’s subsequent successful exit via the For the complete list of winners, download the Asian-Counsel
setting up of the first ‘Exchange Traded Index Fund’ in Asia, ex-Japan Representing Corporate Asia Report at www.inhousecommunity.com
– what we all know as ‘The Tracker’.
Stefan’s former tutor in the Temple in Alan Youngblood (left) and the Litigators took us into the night
London, Mr Neil Kaplan, CBE, QC, SBS,
sent a message, noting: “[Stefan’s] years at
the HKMA have been a great success and this
award tonight recognises the innovative work
he has been doing for many years for the
benefit of Hong Kong.  I add my congratula-
tions to Stefan on his outstanding success and
for this award.”
In his closing remarks, Huen Wong, who is
also a former colleague of Stefan’s, said
“Stefan is an exemplary in-house counsel pro-
viding purposive interpretation of the law
designed to further the objectives and purposes
of his client - in his case, the HKMA, and
therefore by extension, the citizens of Hong
Kong. By his own efforts he has contributed
to the financial stability of Hong Kong;
taking the big decisions on our behalf,
while maintaining a sense of balance
and an excellent sense of humour”.
The other special award
announced on the night was for
the Asian-Counsel External
Lawyer of the Year. Presented Asian-Counsel In-House Counsel
by James Gordon, Managing Achievement Award winner,
Stefan Gannon (centre) with
Director of Navigant former colleague Huen Wong
Consulting, this award was and award presenter Rob Green
given to the lawyer that had gar- of CML Recruitment

1 2
5 6
1 James E. Gordon of Navigant Consulting shares a joke with Michael Withington of Herbert Smith, Asian-Counsel Firm of the Year for Litigation &
Dispute Rsolution; 2 Elsa Wong of Alibaba.com China (centre) presented the awards for: Telecoms, Media & Technology to Morrison & Foerster’s Eric
Dickinson, (left); and Intellectual Property & Patents, picked up by Hogan Lovells’ Henry Wheare; 3 Kim Rooney of Gilt Chambers (second from right)
presented the awards for Employment and Labour. Hong Tran picked up for Mayer Brown JSM in the domestic firm category, and Fiona Loughrey of
Simmons & Simmons in the international firm category. In addition Ms Rooney presented the International Arbitration award, collected for Malleson
Stephen Jaques by Paul Starr; 4 Anthony Chan of the International Chamber of Commerce presented the award for Insurance to Barlow Lyde & Gilbert’s
Richard Keady; .5 Philip Culhane picked up the Alternative Investment Funds Award (international firm category) on behalf of Simpson Thacher &
Bartlett; 6 Michele Ryan was on hand to pick up the Energy & Natural Resources Award for Herbert Smith.
7 8 9
10
11 12
13
7 Carl Fernandes picked up the awards for both Capital Markets and Regulatory & Compliance on behalf of Linklaters; 8 Bryan O’Hare from Hogan
Lovells collected the firm’s award for Restructuring & Insolvency; 9 Clifford Chance’s Crawford Brickley (left) was presented with the firms award
for Islamic Finance by Peter Siembab of Nomura; 10 & 11 Clara Ingen-Housz receives Baker & McKenzie’s award for Antitrust & Competition from
Roger Marshall of Persimmon Capital; 12 Woo Kwan Lee & Lo’s Vivian Ho with the award (domestic firm category) for Real Estate & Construction;
13 Lin Shi presented the awards for: Banking & Finance to joint winners Baker & McKenzie and Clifford Chance (Andrew Lockhart and Crawford
Brickley picked up the awards respectively); and the award for Corporate and M&A, collected by Graham Winter on behalf of Richards Butler (in
association with Reed Smith).

1 2
3 5
1 Nobel Biocare Asia’s Stanley Lui (centre) presented the awards for Taxation and Maritime & Shipping to Baker & McKenzie’s Richard Weisman
(left) and Ince & Co’s Kelvin Lee; 2 Representing the winners of Real Estate & Construction (international firm category) Minter Ellison’s Hilary
Cordell and David Goldstein; 3 Poh Lee Tan picked up the Most Responsive International Firm of the Year Award on behalf of Baker & McKenzie,
an accolade shared with Clifford Chance; 4 Meanwhile, John Marsden was on hand to receive the Most Responsive Domestic Firm of the Year Award
on behalf of Mayer Brown JSM; 5 Malleson Stephen Jaques’ David Bateson and Paul Starr represented their winning International Arbitration
team.
6
7
9 10
11 12
6 Morgan Stanley’s Philip Quirk (left) who presented the Most Responsive Firms of the Year category, pictured with Ben Cooper and Charis Uyecio
of CML Recruitment; 7 Asian-Counsel External Lawyer of the Year, Fiona Loughrey of Simmons & Simmons says a few words; 8 Christopher To
of the Construction Industry Council with Vivian Ho and Hilary Cordell; 9 Navigant Consulting’s Connie Wu, James E. Gordon and Yvonne Lee;
10 Greg Heaton collected the award for Alternative Investment Funds (domestic firm category) on behalf of Deacons; 11 Pacific Business Press’
Publishing Director, Patrick Dransfield chats after the ceremony; 12 whilst Managing Director, Tim Gilkison shares a joke with Crawford Brickley.

Ear to the Ground
Putting your energy into social

and environmental accountability
James Shepherd and Lauren Rogge of Blake Dawson explain how
international lenders are increasingly recognising the need for
accountability when financing energy projects.
I
nternational financial institu- • protecting vulnerable communities; The World Bank group was first to
tions are critical in promot- • promoting sustainable use of natu- establish accountability mechanisms
ing sustainable development. ral resources; and of this type, but now all international
Amongst these, the World Bank is • encouraging greater community financial institutions integrate envi-
the leader in influencing develop- participation. ronmental and social considerations
ment paths. The World Bank was into their decision-making processes
first to adopt social and environmen- In essence, the safeguard policies to some extent. Similar policies have
tal standards as part of its lending impose a number of requirements on been adopted by commercial banks that
practices, but now such standards the World Bank before financing is have no development mandate and are
are commonplace amongst interna- approved and when projects are under- reflected in the Equator Principles (a
tional financial institutions. taken, the most important of which are: benchmark for assessing and manag-
In this article we trace the devel- • environmental assessments of pro- ing social and environmental risks in
opment of the safeguard policies at jects before financing is approved; project finance in the private sector).
the World Bank and identify some • compensation for people involun-
recent developments at other inter- tarily resettled for projects; Evaluation of the safeguard
national financial institutions which • protection for certain procedural policies
highlight an increasing recognition and substantive rights of indige- In September 2010, the World Bank’s
of accountability, particularly in the nous people when projects impact Independent Evaluation Group
context of energy sector lending. their lands. released a study of the accountability
mechanisms entitled Safeguards and
The safeguard policies Until 2006, the safeguard policies Sustainability Policies in a Changing
Mechanisms to guard against the neg- applied across the World Bank group World. Overall, it found that poli-
ative consequences of projects are to both the public sector and the pri- cies have been effective in avoid-
particularly important in the energy vate sector lending arms. In 2006, ing or mitigating adverse impacts
sector, where projects can have sig- however, the International Finance in high-risk projects although the
nificant and long-term environmen- Corporation introduced a single policy implementation of the safeguard pol-
tal and social impacts. Following on social and environmental sustain- icies has strongly focused on enforc-
concern over its role in controver- ability, and eight performance standing compliance at the expense of
sial infrastructure projects during the ards divided equally among social engendering strong client ownership.
1970s and 1980s, the World Bank has and environmental issues. In 2007, The evaluation highlighted a need
developed the safeguard policies with the Multilateral Investment Guarantee to improve thematic coverage of the
key social and environmental objec- Agency followed suit in adopting new safeguard policies and to enhance
tives including: social and environmental policies. disclosure and independent verifica-
Putting your energy into social and environmental accountability
By James Shepherd and Lauren Rogge, Blake Dawson
“The World Bank group was first to establish

accountability mechanisms of this type, but now
all international financial institutions integrate
environmental and social considerations into their
decision-making processes to some extent”
tion of monitoring and supervision tional financial institutions highlight provide reliable, adequate and afford-
reports to ensure accountability. a trend towards both safeguards at able energy for inclusive growth in a
The climate change impacts of a the operational level to guard against socially, economically and environ-
project are to be taken into account by negative environmental and social mentally sustainable way based on:
the World Bank during the environ- consequences of specific projects and • promoting energy efficiency and
mental assessment phase as required more high-level strategic considera- renewable energy;
by the safeguard policies, but the tions about the types of projects that • maximising access to energy for
financing of carbon-intensive projects ought to be funded. In July 2009, all; and
raises broader questions about the the Board of Directors of the Asian • promoting energy sector reform,
World Bank’s lending strategies in the Development Bank (ADB) approved capacity building and governance.
energy sector. Whilst it may not stem a new Safeguard Policy Statement
from a shortfall in the safeguard poli- governing the environment and The ADB has also announced that
cies, funding by the World Bank group social safeguards of its operations, starting in 2013, it will increase its
of carbon-intensive projects is stead- and aiming to: target of clean energy investments to
ily increasing. The Bank Information • avoid, minimise or mitigate harm- $2 billion a year.
Centre recently reported that from ful environmental impacts and There have also been important
fiscal year 2006 to fiscal year 2010, social costs; and developments in the private sector. In
World Bank group lending for fossil • to help strengthen their safeguard its recently released Annual Review
fuel based projects increased from systems. and Sustainability Report 2010,
$1.5 billion to $6.2 billion. 2010 was Westpac, a leading Australian bank,
a record year, with $4.4 billion worth Around the same time, the Board announced that it is seeking to “avoid
of funding for coal projects alone, of Directors also approved the 2009 involvement in transactions which
including the controversial Medupi Energy Policy which is designed to: support the establishment or long-
project in South Africa and, on aver- • align ADB’s energy operations to term continuation of inefficient and
age, the World Bank group channels meet energy security needs; high emitting assets into the future”.
twice as much funding into fossil fuel • facilitate a transition to a low This is reflected in the sustainable
industries than into renewable energy carbon economy; and finance position statement which was
and energy efficiency combined. • achieve ADB’s vision of a region released by Westpac in September, in
free of poverty. which it also announces that it will
Recent developments seek to “finance the development
Recent developments at other interna- It aims to help its member countries to of clear energy solutions and best

Ear to the Ground
“Mechanisms to guard against the negative

consequences of projects are particularly important in
the energy sector, where projects can have significant
and long-term environmental and social impacts”
practice pollution controls”. These and for the contribution of projects tional financial assistance to the fossil
developments follow criticism by that are funded to matters of global fuel industry. As projects in the energy
Greenpeace of Australia’s “big four” concern such as climate change. In sector are critical for developments
banks (including Westpac) which this context, there is increasing pres- paths, finding a way to reconcile the
have invested more than $5 billion sure for the World Bank and other conflict between the reliance on fossil
into coal mining, transport and coal- international financial institutions to fuels for economic development and
fired power generation over the past commit to: reducing global emissions will be a
five years and only $0.78 billion into • assessing and reporting on green- key challenge for international finan-
renewable energy. house gas emissions and impacts cial institutions in the future.
of projects;
The future • reducing greenhouse gas emis- The views in this article are those of
The standards adopted by international sions from projects; and the authors and do not necessarily
financial institutions and the strategies • shifting to clean energy technology. represent those of Blake Dawson.
for lending to the energy sector indi-
cate increasing accountability for both Indeed, some nongovernmental organ-
james.shepherd@blakedawson.com
the environmental and social impacts isations are already beginning to argue
www.blakedawson.com
of projects in developing countries, for the complete withdrawal of interna-
ASIAN-COUNSEL Special Report
INDIA
Illustration: www.oweiss.com
30 Resisting change?
A look at India’s robust economy and why, despite calls for change,
foreign law firms are still barred.
34 An evolving framework
How new regulations may affect Indian private equity investment.
38 Some clarity at last

A new circular clarifies some uncertainty surrounding the regulation
of core investment companies.
42 The winds of change

A birds eye view of the rapidly changing Indian legal landscape
S p e c ia l r e p o r t INDIA
Resisting change?
Asia has come through the global financial crisis comparatively
well, and India’s booming economy has been fundamental
to its resilience. Mahalakshmi Kurunathan examines the
opening up of India’s markets and asks how long it will be
before the legal sector follows suit.
I
ndia boasts one of the fastest growing economies in the Robust markets
world, with an estimated annual growth of about seven India has managed to maintain a relatively buoyant capital
to nine per cent. That places it at the forefront of Asia’s markets sector through the worst of recent times, and private
increasingly important role in global economics and has equity remains robust. Ganapathy believes the next year to
helped galvanise a shift in investor mentality from West to 18 months will be quite “active” as many companies gear up
East. DLA Piper partner Stephen Peepels, who heads the for IPO. “Capital markets have seen a rally in prices, but
firm’s US Capital Markets Practice in Asia, notes that have also seen course corrections from time to time. Private
“when you look at the world’s drivers of economic growth, Equity remains robust in India as the India story has not been
India is always discussed as being one of the key drivers”. dampened by recession and the US economy seems to be
stabilising. It appears that both inbound and outbound M&A
Development of a modern activity will continue on a growth trajectory given the cash
international economy sitting with companies in various sectors,” he adds.
Foreign Investment The Indian Government has divested many of its state
The Government has taken numerous steps to open up its owned companies in an attempt to decrease its budget defi-
markets, with the result that India is commonly regarded as cit from an estimated 6.9 per cent last year. This in turn has
a safer-than-most destination for foreign investment. provided a lot of work for both domestic and foreign firms
“Foreign Direct Investment is allowed in most sectors in India. Peepels, who led the DLA Piper team in the coun-
under the automatic route, and with no prescribed limit on try’s largest initial public offering, comments, “The reason
foreign shareholding in many of these sectors. The Double why Coal India was successful is that it and similar compa-
Tax Avoidance Treaties with Mauritius, Cyprus and nies in some respects represent India as a whole. Most
Singapore are useful in structuring and promoting tax effi- economic forecasts are very optimistic that India is going to
cient investments into India,” says Kartik Ganapathy, continue to grow and experience good development of its
equity partner of Indian firm Indus Law. various economic sectors. The broad success that Coal
It is partly this “opening up” to international players India has had in the IPO and since the IPO I think if any-
that has enabled India’s economy to grow at such an thing is likely to peak investors’ interests for additional big
impressive rate. companies that are going public in India.”
Resisting change?
By Mahalakshmi Kurunathan
The positive effect of all this is “greater foreign inflows field to foreign firms. Ganapathy says: “A generally pro-
and greater investments pan sector, leading to a faster pace tectionist approach is often antithetical to development and
of development for the economy and country,” says growth. A measured approach, with a definite and clear
Ganapathy. However, he warns, the downside could be path to opening the sector would not only promote devel-
exuberance leading to price bubbles and in worst case sce- opment, but allow growth in (the legal) sector. This
narios a significant correction of currency and prices, and approach would also be an appropriate middle path to sat-
maybe even recession. isfy the various stakeholders in this sector.”
Co-founding partner Bahram Vakil of India’s AZB & Chudasama says the main concern of most corporate
Partners, adds that “there could be a bit of euphoria in cer- Indian lawyers is not the issue of reciprocity but of level-
tain sectors” and that in the property sector India may be ling the playing field. Rajiv Luthra, a managing partner
“getting a bit close to the Dubai model because of the with India’s Luthra & Luthra, adds: “Indian law firms have
abundance of leverage.” always maintained that they are inherently disadvantaged
due to the restriction on partnerships and the inability to
The legal sector: a different story? advertise. One stipulation prevents a law firm from grow-
Entry of foreign law firms ing and the other prevents a law firm from reaching out to
The debate of whether foreign lawyers should be allowed its present and prospective clientele. Indian law firms are
entry into India has been going on for more than a decade. ready and willing to face competition from foreign law
While The Society of Indian Law Firms (SILF) is strongly firms. However, current shackles severely restricting their
against letting foreign firms into the market, many lawyers growth must be removed to enable the domestic law firms
say opening up the market would be beneficial. But as to compete effectively”.
Akshay Chudasama, partner of India’s J. Sagar Associates, Change could be on the horizon, however. According to
points out, “there needs to be some sort of clarity on the partner Rabindra Jhunjhunwala of Khaitan & Co, the
basis of which the market will open up”. Government has made Limited Liability Partnerships
The Law Ministry has traditionally followed a fairly (LLPs) a reality in India, though there is still a lack of clar-
protectionist model, resisting calls to open up the legal ity from the Bar Council in this regard.
“Indian law firms are ready

and willing to face
competition from foreign law
firms. However, current
shackles severely restricting
their growth must be
removed to enable the
domestic law firms to
compete effectively”
Rajiv Luthra

“A generally protectionist approach is often

antithetical to development and growth. A
measured approach, with a definite and clear
path to opening the sector would not only
promote development, but allow growth in
(the legal) sector. This approach would also
be an appropriate middle path to satisfy the
various stakeholders in this sector”
Kartik Ganapathy
The evolving role of In-house counsel in India
P
laying a key role in economic globalisation, in India • Finding and retaining talent is another challenge – your
as everywhere else, are general counsel. The role talent could be picked up not just by local companies or
and expectations of in-house lawyers have been companies in the same industry.
transformed by the financial crisis. They now find them- • Dealing with cross-cultural issues is another challenge
selves at the core of the business and valued in a way that – even more so when an organisation is actively acquir-
was not the case a few years ago. Along with the enhanced ing or merging with other companies.
role of general counsel and legal departments come a vari- • Dealing with newer trends like electronic contracting
ety of new challenges. Principal Legal Counsel (Asia) brings its own challenges, eg. enforcement, managing
Suresh Kumar of Thomson Reuters Markets Division sets jurisdictions, etc.
out five of the main challenges in-house lawyers face in With the world’s leading businesses adapting to a new
today’s globalised world: regulatory, legal and ethical framework, general counsels’
• Picking up early signs of change, and adapting and responsibilities are becoming more strategic and increas-
coping with them - especially when there are no clear ingly varied.
demarcations in many sectors. If you take “media” as
an example, with convergence, a competitor to a televi- Managing legal risk
sion broadcaster also includes Internet web sites and Kumar comments that “as an in-house you are working
mobile WAP services. closely with your business colleagues, understanding their
• Operating consistently across the world and at the same challenges and finding creative ways of achieving business
time being locally relevant. From an in-house legal sup- objectives in a legal and ethical way. The in-house lawyer
port point of view, what works in a particular jurisdic- must take on a leadership role, take calculated risks and
tion may not work in another, but at the same time you ‘stick his or her neck out’ by giving a clear and insightful
need to maintain global parity. guidance to the business”. He furthers adds that “many
Resisting change?
By Mahalakshmi Kurunathan
A grim perspective for those abroad? Liberalisation of the legal market: an opportunity?
Mayer Brown partner David Carpenter, who is the co-chair Most analysts believe that as India globalises its economy it
of the firm’s India Practice, says India’s restrictions on is inevitable that the legal market will have to open up to
practicing within the country are among the strictest any- competition. Khaitan & Co’s Jhunjhunwala believes this has
where and there is no real movement to liberalise. “Many to be seen as an opportunity for both law firms and young
of the firms who have active practices representing their Indian lawyers, who would benefit from the chance to join
international clients in their investment activities or who top international companies. Just how long this “liberalisa-
are active in capital markets work related to India have tion” process will take is, it seems, anybody’s guess. But
been named in a public interest law suit, the purpose of one thing is certain: it cannot happen soon enough for some
which is to stop international firms from representing their Indian lawyers. “We would like to see the sector opened up
clients interest while in India, even though these firms do and to see foreign firms in India, just as much as we would
not purport to practice Indian law,” he says. like to see Indian firms abroad. We believe that this will
Indian firms, like their European, Asian and US coun- provide a great impetus to the development and growth of
terparts, frequently travel to other countries on behalf of the legal sector,” concludes Indus Law’s Ganapathy.
their Indian clients, yet this lawsuit continues to have a
chilling effect on international lawyers travelling to India, The views expressed in this article are those of the indi-
adds Carpenter. viduals and not necessarily of the firms they represent, and
do not constitute legal advice
times, you may be the last gateway before a deal is From lawyers to business managers
finalised. The challenge always is how much legal Kumar says a key change is that the in-house
risk you advise your internal client to consider taking. lawyer is now viewed more as an integral part of
You many times end up crisscrossing between think- the business and as someone pro-
ing like a business person and a lawyer in dealing with viding a strategic support to
this challenge”. the business. “Today’s in-
house counsel is very much
Involving external counsel a member of the manage-
The decision to involve external counsel depends ment team and is deeply
“more on a case-by-case basis” says Rajesh Singh, involved in business, proac-
senior manager of the Legal and Compliance depart- tively helping the business to
ment at 3i Infotech Ltd. It is a “gut feeling, individual manage legal risks.”
call and based on how much law expertise an in-house
counsel has”. He explains that there has been a shift in
India “moving drastically from external to in-house”.
The majority of larger legal departments try to handle
as much of the business-critical legal work themselves
as possible. The obvious exceptions are “litigation
and highly sensitive or high value transactional work
like mergers and acquisitions, exceptional borrow-
Suresh Kumar
ings, etc,” where the in-house counsel can “only work
as a co-ordinator”, Singh adds.

An evolving framework
The Indian legal system is continuously evolving, and various
regulatory changes are proposed that are likely to affect private
equity investment. Akil Hirani, Sameer Sah and Vaneesa
Abhishek, of Majmudar & Co, examine two key ones:
the proposed Direct Tax Code (DTC) and
the Draft Takeover Regulations.
Impact of the DTC Requirement of a Tax Residence Certificate

General Anti-Avoidance Rules The DTC requires that a foreign tax resident must produce
Traditionally, offshore private equity funds investing in India a tax residence certificate from an appropriate authority in
were established in jurisdictions that allowed them to lever- the manner prescribed by the Indian tax authorities to avail
age certain tax benefits using the applicable tax treaties (eg. of the benefit of the applicable tax treaty. While the sug-
Mauritius, Cyprus, etc). However, the DTC - intended to be gested format of the certificate is still awaited, it may be
effective from April 1, 2012 - proposes to introduce General tricky (depending on the tax regulations of the host juris-
Anti-Avoidance Rules (GAAR) that will make claiming tax diction) to obtain such a certificate if the entity sought to be
treaty benefits for such entities fairly difficult. The DTC used is a tax exempt entity or a tax transparent entity.
provides that the applicable treaty will not override the DTC
where the tax authorities invoke the GAAR. Under the Threat of Indian Tax Residence
GAAR regime, the tax authorities may declare any arrange- The DTC provides that a foreign company will be deemed to
ment as an “impermissible avoidance arrangement” and be resident in India if the “place of effective management” of
disregard or recharacterise the arrangement, or treat the the foreign company lies in India. Further, for all other enti-
arrangement as never having occurred. An “impermissible ties (such as LLPs, etc), they will be deemed to be resident
avoidance arrangement” has been defined to include an in India if their “control and management” lies “wholly or
arrangement whose main purpose is to obtain a tax benefit, partly” in India. Even now, the tax authorities are contesting
and the arrangement is without any commercial substance. the residential status and substance of tax haven holding
Further, under the DTC, an arrangement (or any part thereof) companies, and in one case, the Delhi bench of the Income
that provides a tax benefit will be presumed as having been Tax Appellate Tribunal has held that whether or not board
entered into with the main purpose of obtaining a tax benefit meetings were conducted in Mauritius and whether sub-
unless proved otherwise by the taxpayer. stance actually existed in Mauritius has to be proved by the
Accordingly, Indian tax authorities may start seeking taxpayer by providing appropriate evidence.
information on the substance of offshore holding compa- Most offshore funds tend to have advisory arms in India
nies or SPVs, and this may affect the availability of the that identify investment opportunities for these funds.
treaty benefits. Therefore, it is essential that the activities of the advisory
Private Equity: An evolving framework
By Akil Hirani, Sameer Sah and Vaneesa Abhishek, Majmudar & Co
arm, and its relationship with the offshore fund be struc- venture capital funds and foreign venture capital investors
tured very carefully to avoid the fund being deemed a tax (FVCI and domestic venture capital funds, VCF). Further,
resident in India. This, of course, is notwithstanding other these regulations provide that in the event of an initial
precautions that are necessary to mitigate any permanent public offering (IPO), a minimum lock-in of one year will
establishment exposure for the private equity fund in India. apply to all pre-IPO capital. However, this restriction is not
applicable to pre-IPO capital held by VCFs if they have
Tax Transparent Status held the equity shares for a period of one year or more on
The DTC seeks to retain the pass-through status for the date of filing the draft prospectus with the SEBI.
domestic Venture Capital Companies (VCCs) and domes-
tic venture capital funds if the investment is made in nine Definition of “Promoter”
sectors (including nanotechnology, information technol- Another interesting point is that the definition of “promoter”
ogy relating to hardware and software development, seed includes the persons in control of the issuer, the persons
research and development, etc) specified in the DTC. This instrumental in the formulation of a plan for offering securi-
is similar to the current position. A pass-through status ties to the public, and the persons named in the offer docu-
implies that any income received by a person from investment as promoters.
ing in a venture capital undertaking (ie. the investee com- Although there is an exclusion for SEBI-registered
panies, VCU) through the abovementioned entities will be institutional investors and mutual funds, there is no such
chargeable to tax as if the person had invested directly in exemption for VCFs. Therefore, it can be argued that a
the VCU. private equity fund, which is in control of the issuer, may
qualify as a promoter. In fact, in the recent IPO of SKS
Sebi ipo regulations Microfinance Limited, India’s largest microfinance com-
Lock-in Period post-IPO pany, Sequoia Capital and Unitus were named as promot-
The Securities and Exchange Board of India (the SEBI) ers to meet certain mandatory requirements. Silicon Valley
introduced new regulations in 2009 for the issue of capital Bank, however, got an exemption from the SEBI. As such,
and disclosure requirements and gave the status of a it is important to plan for such eventualities if an IPO is on
“qualified institutional buyer” to SEBI-registered domestic the cards as an exit strategy.
Akil Hirani Sameer Sah Vaneesa Abhishek
“Another interesting point is that the definition of “promoter” includes

the persons in control of the issuer, the persons instrumental in the
formulation of a plan for offering securities to the public, and the
persons named in the offer document as promoters”

Sebi takeover regulations

Draft Takeover Regulations
As mentioned above, the existing takeover regulations are
“Despite all the above
in the process of being changed substantially. The Draft regulatory turmoil, private
Takeover Regulations provide that the acquirer will be
equity activity has been on the
required to make an open offer for all remaining shares of
the target company when an acquisition of more than 25 per upward climb in India”
cent of the voting rights of a company is made. Further, a
person holding 25 per cent or more voting rights in a com-
pany may acquire additional voting rights in the target value” and the amount paid will be chargeable to tax in the
company up to 5 per cent in a financial year without hands of the private equity fund as income from other
making an open offer. However, an exemption has been sources. In this regard, certain valuation rules have been
granted to promoters acquiring shares from VCFs. Thus, prescribed, and the valuation has to be done by a chartered
the promoters of the target company may acquire more than accountant or a merchant banker. This can, of course, be
5 per cent of the voting rights of the target company from a mitigated depending on the treaty jurisdiction in which the
VCF without making an open offer. private equity fund is based.
Whether Affirmative Rights Amount to Control! Issues under the foreign investment policy
Most private equity investments involve certain protective New FDI Policy
provisions whereby it is common to provide investors with The Foreign Direct Investment (FDI) policy with respect to
the right to appoint nominee directors and to make the con- private equity investments has also undergone changes. A
sent of the nominee directors mandatory for taking certain SEBI-registered FVCI is allowed to contribute up to 100 per
crucial decisions. In the recent case of Subhkam Ventures, cent in the capital of a VCU in India, and also set up a
the Securities Appellate Tribunal (SAT) has held that such domestic asset management company to manage the fund.
rights granted to private equity investors are merely to pro- All such investments can be made under the automatic
tect their investment, and they do not result in control route. A distinction has been introduced between VCFs
because although the investors can block certain key deci- structured as companies and those structured as trusts. A
sions, they cannot impose decisions on the company. SEBI-registered FVCI can invest in a domestic VCF regis-
However, this ruling is debatable because even negative / tered with the SEBI. However, if the domestic VCF is struc-
affirmative rights give an investor substantial leverage over tured as a trust, then the FVCI investment in such a trust will
the company’s decision making power. Press reports sug- require prior government approval.
gest that the SEBI has appealed against this ruling to the
Supreme Court.
Changes made by the budget

for 2009–10
The Finance Act, 2010 introduced a provision
whereby investment by private equity funds at a
lower or discounted price may be subject to tax
at the time of purchase of shares. If a private
equity fund (being a partnership firm or a company in
which the public are not substantially interested) receives
shares of a private company for an amount where the dif-
ference between such amount and the “fair market value”
of the shares of the private company is greater than
Rs.50,000, then the difference between the “fair market
Private Equity: An evolving framework
By Akil Hirani, Sameer Sah and Vaneesa Abhishek, Majmudar & Co
FVCI Registration Macquarie-SBI Infrastructure Fund invested US$304 mil-

The application for FVCI registration has to be approved by lion in Viom Networks and US$200 million in GMR
the Reserve Bank of India (the RBI), and in the recent past, Airports Holding. Blackstone Advisors invested US$290
the RBI has been very conservative in approving such appli- million in Delhi-based Moser Baer Projects, which plans
cations. Accordingly, obtaining an FVCI registration can be to use the money to establish several power projects
a tricky process, and a fair amount of track record, funds in India.
commitment, etc, has to be demonstrated to the RBI. Further, PE funds have also offloaded stakes worth
US$3.8 billion between January and September, 2010, as
Recent private equity activity compared to US$1.4 billion in the same period last year.31
Despite all the above regulatory turmoil, private equity These exits have been mainly through buy-backs by pro-
activity has been on an upward trend in India. According to moters, initial share sales, and secondary sales. With
the VCCEdge Quarterly Deal Update Q2 2010, the total potential investors looking to invest in high-performing
private equity investment in India went up by more than firms, secondary sales are likely to increase in the future.
130 per cent from US$0.99 billion in the second quarter of Another very favoured form of exit has been through IPOs,
2009 to US$2.3 billion in the second quarter of 2010. and as many as 13 private equity exits worth US$442 mil-
According to other sources, the total VC/PE funding in the lion have happened in this calendar year through the IPO
first half of 2010 was US$4.2 billion (140 deals), against route, which is the highest in both value and volume terms
US$3.4 billion (262 deals) in the whole of 2009. Limited over the last five years.
partners (LPs) are now investing in specialist PE funds.
This reflects a change in the approach of LPs from top The authors can be reached at:
down to bottom up. LPs are increasingly looking at sectors akil@majmudarindia.com
like education, infrastructure, healthcare, and microfinance, ssah@majmudarindia.com
vabhishek@majmudarindia.com
which offer sufficient depth to draw investments. This
www.majmudarindia.com
change is reflected in the recent investments by PE funds.
In next month’s issue…

The next issue of Asian-Counsel will focus on the latest
issues and trends in litigation and dispute resolution
across the region, featuring contributions from leading
law firms and some of Asia’s top arbitration centres.
The Special Report will examine the challenges and
opportunities with respect to settlements, mediations and
arbitrations and will be a valuable tool for practitioners
in the field.
For information on how to contribute

email: asian-counsel@pbpress.com

Some clarity at last

The Reserve Bank of India (RBI) issued a circular earlier this year
for regulating core investment companies (CICs). Rajat Mukherjee
and Harsh Kumar, of Khaitan & Co, examine the regulatory
framework for CICs as a carve-out from the existing RBI regulations
governing non-banking financial companies (NBFCs) and the
practical issues regarding compliance with the CIC Circular.
T
he new regulations are a response to the RBI’s con- (ii) more than 50 per cent of the gross income of the com-
cern over the common practice of large conglomer- pany in a financial year is from financial assets, then the
ates using holding companies as a vehicle for raising principal business of such a company would be deemed to
finance without losing control over their subsidiaries. The be that of a NBFC, and that the company would need to
RBI was also concerned about the many investment com- register with the RBI as an NBFC (Twin Test).
panies and special purpose vehicles that borrowed heavily Under Section 45-IA of the RBI Act, it is mandatory for
against a shallow capital base. It will now be able to regu- an NBFC, excepting NBFCs registered with other regula-
late fund-flow in these companies. tors like the Securities and Exchange Board of India, to be
registered with the RBI before commencing or conducting
Regulatory framework for NBFCs any of the aforementioned financial activities.
The RBI regulates NBFCs within the framework of the
Reserve Bank of India Act, 1934 (RBI Act). According to Background to the CIC Circular
the RBI Act, an NBFC is a company registered under the The RBI regulations governing NBFCs require invest-
Companies Act, 1956 which is engaged in the business of ment companies (ie. holding companies incorporated
loans and advances, acquisition of shares/debentures/ solely for the purposes of holding shares in other group
stock/bonds/securities issued by the government or a local companies) to register as NBFCs where such investment
authority (or other such marketable securities), or engaged companies are inter-alia engaged in acquisition of shares,
in the leasing, hire-purchase, insurance or chit business, stock, bonds, debentures and other securities, as the RBI
but excluding companies engaged in industrial activities considers such activity to constitute a part of the business
or activities relating to agriculture or sale/purchase/con- of NBFCs. Further, the RBI requires all non-deposit
struction of immovable property. RBI also considers non- taking NBFCs, including investment companies, which as
banking institutions that are incorporated as a company per their last audited balance sheet have an asset size of
and engage in receiving deposits under any scheme or Rupees 100 Crores (US$22.14 million) or more (defined
arrangement as NBFCs. RBI has also clarified that where, as systemically important NBFCs or NBFC-ND-SI) to
as per the last audited balance sheet of a company, (i) comply with stringent capital adequacy ratios, single and
more than 50 per cent of the total assets (netted off by group exposure norms, and prudential requirements.
intangible assets) of the company are financial assets; and
CICs: Some clarity at last
By Rajat Mukherjee and Harsh Kumar, Khaitan & Co
Historically however, there has been a lack of clarity certain companies deserve a differential treatment in the
amongst companies on the applicability of the NBFC regu- regulatory prescription applicable to NBFCs. These com-
lations to pure holding companies, since these companies panies are non-deposit taking and systemically important.
did not consider the mere holding of securities in other Their assets are predominantly investments in shares for
group companies as constituting the business of an NBFC. holding stakes in group companies and not for trading, and
While in the late 1990s and early 2000s, RBI used to pro- these companies also do not carry on any other financial
vide exemptions on a case-by-case basis to pure holding activity. CICs having an asset size of more than Rupees
companies from registration as an NBFC, in the recent past 100 Crores (CICs-ND-SI) would require registration with
RBI has directed such holding companies to pursue regis- the Reserve Bank and may be given exemption from main-
tration as NBFCs. Accordingly, while certain investment tenance of net owned fund and exposure norms subject to
companies made applications for registration as NBFCs certain conditions.
because of the Twin Test, other investment companies took The CIC Circular acknowledges the lack of clarity in
a view that they were not ‘financial institutions’, since they adherence to NBFC norms by holding companies in the
were not carrying on any business of “trading” in shares of past. Accordingly, the CIC Circular clarifies that invest-
their downstream operating companies. This resulted in ment in shares of other companies constitutes the business
ambiguity in the application of the NBFC regulations to of acquisition of shares in terms of Section 45I(c)(ii) of the
holdings companies in India. RBI Act. However, instead of seeking registration under
the NBFC regime such companies should register with the
Regulatory Framework for CICs RBI as CICs.
The objective of introducing the regulatory framework for Under the CIC Circular, a CIC is defined as a NBFC
CICs - companies which have their assets predominantly carrying on the business of acquisition of shares and secu-
as investment in shares, solely for holding a stake in group rities which satisfy the following conditions:
companies and not for trading in those shares - was that (i) It holds not less than 90 per cent of its total assets in the
form of investment in equity shares, preference shares,
debt or loans in group companies;
(ii) Its investments in equity shares of group companies
(including instruments compulsorily convertible into
“CICs clearly deserve a
equity shares within a period not exceeding 10 years
differential treatment from the from the date of issue of such instruments), constitutes
NBFC regime and the not less than 60 per cent of its total assets;
(iii)It does not trade in its investments held as shares, debt
exemption for CICs from or loans in group companies except through block sale
maintenance of net owned for the purpose of dilution or disinvestment; and
(iv)It does not carry on any other “financial activity” as
funds and prudential norms is referred to in Section 45I(c) and 45I(f) of the RBI Act,
a step in the right direction” except for investment in bank deposits, money market
instruments, government securities, loans to and invest-
ments in debt issuances of group companies or guaran-
tees issued on behalf of group companies.
CICs-ND-SIs are required to register with the RBI even if

they have been previously advised that registration was not
required. While CICs with an asset size of less than Rupees
100 Crores are exempt from registering with the RBI, such
Rajat Mukherjee exemption only applies where the assets of all CICs within
that group is less than Rupees 100 Crores.

requirements of Non-banking Financial (Non-Deposit

Accepting or Holding) Companies Prudential Norms
“The CIC Circular is a (Reserve Bank) Directions, 2007 including capital ade-
welcome step in setting out a quacy and exposure norms. However, even CICs-ND-SIs
that fail to meet the requirements discussed above are enti-
framework for regulation of tled to approach the Regional Office of the RBI, with an
investment companies in India action plan for compliance with the conditions set out in
the CIC Circular, in order to avail themselves of exemp-
and goes a long way in
tions. RBI is entitled to examine the action plan of such
clarifying the uncertainty that CICs-ND-SIs and impose conditions and restrictions as it
deems fit.
hitherto existed on whether
The CIC Circular provides a transitional period of six
investment companies were months within which all CICs-ND-SIs are required to apply
governed by the NBFC to the RBI for registration. Failure to apply for registration
constitutes contravention of the provisions of the RBI Act
regulations” and is an offence.
Certain Unresolved Issues

The CIC Circular is a welcome step in setting out a frame-
work for regulation of investment companies in India and
goes a long way in clarifying the uncertainty that hitherto
existed on whether investment companies were governed
by the NBFC regulations. However further clarity is
required from the RBI in respect of the following issues:
Harsh Kumar
Uncertainty regarding the CIC regime
The CIC Circular sets out the regime but not the detailed
guidelines on the steps required to register as a CIC (as
distinct and separate from the NBFC registration process).
Each CIC-ND-SI is required to maintain a minimum The specimen application form for registration as an
capital ratio so that its adjusted net worth (as defined in the
CIC Circular) is not less than 30 per cent of its aggregate
risk-weighted assets on its balance sheet and the
risk adjusted value off its balance sheet. Further,
the outside liabilities (as defined in the CIC
Circular) of CICs-ND-SI is required to be within
two and a half times of its adjusted net worth as
at the date of its last audited balance sheet. CIC-
ND-SIs are also required to submit an annual
certificate from their statutory auditors regarding
compliance with the CIC Circular within one month
from the date of finalisation of their balance sheet.
All CICs-ND-SIs which fulfil the aforementioned con-
ditions may, to the extent necessary, be exempted from
maintenance of a statutory minimum net owned fund (as
defined in the CIC Circular) and from compliance with the
CICs: Some clarity at last
By Rajat Mukherjee and Harsh Kumar, Khaitan & Co
NBFC with the RBI has references to norms applicable additional guidelines for CICs. The RBI needs to clarify its
solely to NBFCs and not to CICs. For example, the speci- position on this issue urgently.
men application form requires applicants to either have a
minimum net owned fund of Rupees 25 Lakhs or to fur- Definition of “group companies”
nish a time-bound programme on how the minimum net The CIC Circular, the NBFC regulations and the RBI Act
owned fund will be attained. It is therefore not clear do not define the expression “group company” and there-
whether the investment companies which qualify as CICs fore, there is no clarity on the entities which constitute
are required to use the same application forms for NBFC “group” for calculating investment by CICs of 90 per cent
registration or whether the RBI provides separate forms of their total assets in such entities. Considering that the
for CIC registration. purpose of the CIC Circular is to exempt CICs from the
Considering that the CIC Circular requires CICs-ND- stricter NBFC regime, it is inappropriate to apply the lim-
SIs to apply for registration within a period of six months ited definition of “companies within the same manage-
from the date of notification of the CIC Circular, there is a ment” as defined in Section 370(1B) of the Companies Act,
lot of uncertainty regarding the CIC regime, including 1956, for determining the expression “group company”.
whether CICs-ND-SIs which fail to apply to the RBI within The CIC Circular was eagerly anticipated because the
the prescribed period would be considered to be in breach registration of CICs and their compliance with the law
of the CIC Circular. applicable to NBFCs has long been uncertain. It is impor-
tant now that the RBI makes clear statements ensuring that
NBFC vis-a-vis CIC applications the CIC Circular is properly implemented and that invest-
There is no clarity on the treatment of applications made ment companies are not in a continuing state of limbo.
prior to 12 August 2010 for registration as an NBFC by
investment companies that now qualify as CICs. It is
unclear whether such investment companies may withdraw The authors can be reached at delhi@khaitanco.com
their existing application for NBFC registration or continue
to seek NBFC registration until notification of any See Khaitan & Co’s India Jurisduction Update on page 50
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The winds of change

The Indian legal landscape is enjoying a period of dynamic
evolution. Sawant Singh, Arun Madhu, Aditya Bhargava and
Hemant Krishna V, of Phoenix Legal, present a bird’s eye view of the
shifting regulatory panorama for in-house counsel and
dealmakers looking towards India.
Time for companies to tidy up enable them to carry out their mandate effectively, as
After many a hiccup, there is reason to expect the opposed to merely witnessing board meetings. Companies
Companies Bill, 2009 (the Companies Bill) to be intro- that have capital above a certain prescribed limit will also
duced and hopefully passed by the Indian Parliament have to constitute boards on which at least one third of the
within this financial year. The Companies Bill, which has directors are independent. The requirement to have inde-
just been reviewed by the Parliamentary Standing pendent directors for all types of companies (listed and
Committee on Finance, envisages considerable changes to unlisted) is a legislative first.
the existing corporate law regime which is embodied in the The role of auditors has been similarly enhanced. The
more than half-century old Companies Act, 1956 and will first step in this direction has been to make the eligibility
replace this legislation if passed by the Parliament. Some of criteria for appointment of the auditor of a company consid-
the salient features of the Companies Bill are highlighted in erably more stringent, in order to ensure the impartiality of
the ensuing paragraphs. such an auditor. To solidify this arms-length relationship,
auditors are not permitted to offer certain services to the
Tying Up Loose Ends companies they audit, such as accounting and bookkeeping,
In an endeavour that encourages greater shareholder par- internal audit, design and implementation of any financial
ticipation in the management of companies, many resolu- information system, actuarial services, investment advisory
tions which required approval by a simple majority now services, investment banking services, rendering of out-
require more than three-quarters of the votes and are classi- sourced financial services, and management services. The
fied as special resolutions under the Companies Bill. The above features reflect extensive redrafting of the Companies
articles of association of a company can be ‘entrenched’ – Bill post the Satyam scandal (the giant fraud that shook up
for instance, the Companies Bill contemplates making the the Indian corporate world after it was uncovered towards
procedure for amendment of certain specific articles more the end of 2008).
onerous – thereby directly impacting the governance struc- While the Companies Act, 1956 allowed companies to
ture of a company to make it shareholder-centric or manage- issue shares with differential voting rights, the Companies
ment-centric based on the provisions entrenched. Bill, in its present form, only allows equity share capital and
The role of independent directors has been diversified to preference share capital. However, several stakeholders –
The winds of change
By Sawant Singh, Arun Madhu, Aditya Bhargava and Hemant Krishna V, Phoenix Legal
including the Confederation of Indian Industry – have Levelling the ground for fair competition
sought a change in favour of allowing shares with differen- In the early 1990s, the role of the Government in regulating
tial voting rights to continue. competition changed drastically. The onus was on India to
ensure an atmosphere conducive to international trade.
New Companies Bill, newer vision Indian companies too aggressively began to pursue global
The Companies Bill envisages the creation of a new class ambitions. The Competition Act, 2002 (the Act), which
of companies – such as associate companies (a company came into force only last year, was an acknowledgement of
in which another company controls anything between 26 the need for a progressive competition policy. We shed light
percent and 50 percent of voting power, but does not control on the regulatory changes in the offing that may impact
its Board of Directors), ‘one person companies’, ‘dormant foreign companies on that front.
companies’ and ‘small companies’ – all of which are subject The Act focuses primarily on regulating:
to less stringent regulatory compliance, making the overall • anti-competitive agreements;
company regime more flexible and more investor-friendly. • abuse of dominance; and
Unlike the Companies Act, 1956, the Companies Bill • combinations.
expressly allows directors to participate in board meet-
ings through video conferencing or such other electronic Regulation of Combinations
means which are capable of being recorded, a move Some of the onerous requirements under the Act have been
which would considerably ease operational difficulties further amended by the Competition (Amendment) Act,
for foreign investors and allow a more ‘hands-on’ approach 2007. Even under the amended law, if a proposed combina-
to management. tion goes beyond the prescribed thresholds, the parties to
In a bid for greater transparency and protection of share- the combination must notify the Competition Commission
holders, the Companies Bill has also mandated more disclo- of India (the CCI) within 30 days of:
sures. For example, at the time of incorporation directors (i) Approval of the proposal for merger/acquisition by the
will have to mention their interest in other companies. board of directors, or
The proposed bill, if passed in its present form, will (ii) Execution of any agreement or document for acquisition
place greater responsibility on companies to manage their or acquiring of control.
own affairs. While the Companies Bill will require bigger
companies to tidy up their acts, it will also give greater The parties cannot close the deal until such clearance has
leeway to smaller companies (like investor vehicles) to been obtained.
carry out business with fewer regulations to cope with. The world has awaited the notification of Sections 5 and
On a related note, the Ministry of Corporate Affairs – 6 of the Act relating to M&A with bated breath. These sec-
the arm of the Government which oversees company law tions, however, have been referred to a Committee of
(MCA) – issued an International Financial Reporting Secretaries (CoS) for review. The changes sought by the
Standards (IFRS) convergence road map in early 2010, industry and the Reserve Bank of India are being consid-
which contemplated a phase-wise IFRS convergence from ered by the CoS.
1 April 2011. IFRS is followed by around 100 countries and
its adoption is expected to improve transparency in finan-
cial statements. The adoption of IFRS would also facilitate
international listings and enable cheaper fund raising in
overseas jurisdictions. From an investor’s perspective,
IFRS would also enable global consolidation of balance
sheets and lower compliance costs.
While earlier it was expected that changes would be
introduced in the Companies Act, 1956, this has been
dropped as the Companies Bill is expected to be made into
law before the end of the Indian financial year.

The Ministry of Corporate Affairs, for its part, had investment instruments on account of the flexibility they
recently circulated a draft cabinet note for passing an offer in the protection of various rights and the structuring
ordinance to notify Sections 5 and 6. The ministry pre- of commercial objectives by the mere adjustment of con-
ferred a reduction in the time for clearing M&A proposals version ratios.
to 180 days, compared to the previous 210 days, and also The changes brought about through India’s consoli-
proposed that only large M&As should be placed before dated foreign direct investment (FDI) policy in April and
the CCI for approval. October 2010, however, have obscured the use of such
Vigorous lobbying by corporates has led to the Act instruments. Indian FDI policy now states that the “pricing
being notified in a piecemeal fashion and has stood of capital instruments (read ordinary shares and
in the way of the CCI assuming its full powers under Convertibles) should be decided/determined upfront”. The
the Act. introduction of this statement has set off a barrage of ques-
tions. Do conversion ratios now need, therefore, to be fixed
Restrictions on transferability: battle won but upfront, leaving no flexibility for making adjustments on
is the war over? specific triggers? Would an agreed conversion formula be
The prevailing corporate regime in India promotes, in gen- sufficient to meet the policy requirement or do actual num-
eral, the concept of free transferability of shares of public bers need to be tied down?
companies without concretely prohibiting restrictions on Convertibles such as preference shares still retain their
share transfer and pre-emptive rights (this includes ROFRs, inherent benefits – for instance, giving the holder a prefer-
tags, drags, etc.) through contracts. Predictably, confused ential right to dividends and capital on liquidation over an
and aggrieved parties have often taken recourse to litiga- ordinary shareholder – but those looking for more than that
tion, and the judiciary has been consulted on this issue on would do well to check with the regulator first.
more than one occasion.
The most recent judgement in this context came in the Cashless consideration for share issue
case of Messer Holding Limited v Shyam Madanmohan The Government is toying with the idea of permitting cash-
Ruia & Others, which was delivered by the Bombay High less consideration for shares in foreign direct investment.
Court in September 2010. It stated that shareholders of a Under the existing FDI policy, companies can issue shares
public company are free to decide the manner in which the only through normal banking channels and any other route
shares they hold will be transferred and the restrictions on requires prior approval from the government – a very cir-
such transfers inter se shareholders. cuitous and time consuming process even in this day and
This position has been unanimously welcomed by the age. The only exception to this rule is the issue of shares
shareholder community as it overturns the unpopular deci- against External Commercial Borrowings (ECBs) or royalty
sion in the case of Western Maharashtra Development payments. This exemption, being subject to further eligibil-
Corporation v Bajaj Auto Limited. Delivered by a smaller ity and reporting conditions, effectively limits the number of
bench of the same court in February of 2010, the latter held companies and investors who qualify under this grant.
all restrictions to be void, irrespective of whether they were But such is the commercial attractiveness of issuing
consensual or self-imposed. shares against non-cash consideration that the Government
While there is awareness that the Supreme Court will has been flooded with applications from companies seeking
sooner or later provide a decisive ruling on the matter permission to carry out such transactions not falling under
(which could go either way), the general investor sentiment the automatic route. The Foreign Investment Promotion
at present is that of quiet optimism. Board (FIPB) – the governmental agency that oversees for-
eign investment in India – has, in the past, granted permis-
Convertibles: pricing and conversion sion to issue shares against expenditure including, inter alia,
conundrums import of capital goods, transfer of technology etc. Alarmed
For a long time now, instruments such as preference by the possibility of what it perceives is the trend of an
shares or debentures that may be converted into ordinary exception becoming the norm, the government has thought
shares (Convertibles) have proved to be highly useful it wise to issue a paper inviting comments on a proposal for
The winds of change
By Sawant Singh, Arun Madhu, Aditya Bhargava and Hemant Krishna V, Phoenix Legal
“The proposed bill, if passed in its present form,

will place greater responsibility on companies to
manage their own affairs. While the Companies
Bill will require bigger companies to tidy up their
acts, it will also give greater leeway to smaller
companies (like investor vehicles) to carry out
business with fewer regulations to cope with”
Sawant Singh Arun Madhu
expanding the ambit of permissible transactions under the rendered would allow several domestic companies to access
automatic route (the Discussion Paper). world class consultancy facilities, it would open up a verita-
ble ‘pandora’s box’ of regulatory issues. Questions such as
Scaling up how to put value on intangible services and how to prevent
There is an old adage that to make money you need to spend the possibility of over-invoicing and related misdemeanours
money. However, capital goods generally require access to are bound to arise.
large scale funds which many start-ups do not have. The While the Government may permit shares issued against
same goes for many companies that genuinely need to services rendered through the approval route, provided that
upgrade their machinery and equipment but do not possess such transactions comply with applicable FEMA regula-
the necessary capital. If issue of shares against imports of tions, some argue that the issue of shares for those services
these assets is approved, this would enable companies to for which payment is currently classified as a current
access state-of-the-art capacity equipment without having to account transaction must be prohibited. While this obvi-
worry about liquidity issues. The proposal contemplates ously narrows down the window of services one can avail of
making such transactions subject to the regulations of the by issue of shares, it will allow the FIPB to observe how
Foreign Exchange Management Act, 1999 (FEMA) and companies take advantage of such a facility before taking
relying on the customs evaluation for determining the fair further decisions.
value of the imported goods or machinery. Similarly, the
cause of issuing shares against import of raw materials and Passage to India
trade payables has been advocated. However, the Discussion With globalisation becoming the mantra of India Inc, inter-
Paper takes note of the argument that this might lead to a action between domestic and foreign companies is increas-
distortion of FDI as such transactions are essentially current ing. Global acquisitions and mergers by Indian companies
account transactions which, technically speaking, should under the current regulatory framework require the players
fall outside the purview of FDI (which is in the nature of a involved to either maintain a large chest of finances or lever-
capital account transaction). age themselves to a point where they tempt bankruptcy.
Share swaps between companies, if allowed, would reduce
Shares for service the need for cash flows in cross-border transactions involv-
Monetary payment for services has traditionally been a ing Indian entities.
freely permitted current account transaction, with the excep- However, the Discussion Paper argues that this may
tion being consultancy payments which, if beyond specified continue to require government approval on a case-by-case
monetary limits, attract the requirement of RBI approval. basis guided by the dictates of India’s regulations concern-
While allowing the issue of shares as payment for services ing Overseas Direct Investment (ODI) in conjunction with

“In a bid for greater transparency and protection of

shareholders, the Companies Bill has also mandated
more disclosures. For example, at the time of
incorporation directors will have to mention their
interest in other companies.”
Aditya Bhargava Hemant Krishna V
the FDI policy, as well as the valuation norms applicable ‘Vodafone’ tax case. In a landmark ruling, the court held that
to overseas as well as inbound investments. It is also pro- Indian tax authorities were justified in proceeding against
posed that a set of standardised and transparent criteria be the purchaser for not withholding amounts under Indian tax
laid down so as to assist applicants to make their case laws in a deal involving two foreign entities and the shares
before the FIPB. of a foreign company, on the grounds that the eventual
underlying asset being transferred was Indian. With an
Money for nothing adjudged liability of nearly US$2.6 billion, the tremors of
In the past, domestic companies have approached the FIPB the judgement and the Indian revenue’s demeanour are
to seek its permission to issue shares in lieu of franchisee being felt by investors across the world who are disposing
membership or other intangible assets. The Discussion off Indian assets.
Paper makes a strong case against permitting such transac- Many such investors (including those located in tax
tions due to problems inherent in the valuation of intangi- havens) are now being forced to provide indemnities to
bles. This might create a situation where parties contest that purchasers for any action which may be taken by the Indian
the issued shares mismatch the asset received, leading to a taxman by virtue of the purchaser (regardless of its loca-
flood of litigation. For the same reasons, the issue of shares tion) failing to withhold amounts towards Indian tax.
for one-time extraordinary payments like arbitration awards Negotiation stress points for these indemnities include caps
is also considered undesirable at present. on the amount and duration of the indemnity and, in excep-
tional cases, whether the indemnity will be backed by an
Sow and reap insurance policy with purchasers having a stronghold over
The first steps are always the hardest, even for artificial a deal often insisting on such added assurance. The New
persons like companies. As it is common for expenditure Tax Code (discussed above) aims to plug the existing lacu-
incurred during incorporation to be paid for by issue of nae in the law by clearly stipulating that capital gains tax is
shares to the promoter, the distinction between Indian and liable to be imposed on transactions if the acquired com-
foreign national promoters is proposed to be done away pany holds more than 50 percent of the fair market value of
with by bringing transactions under this head under the its assets in India at anytime within twelve months from the
automatic route. It has been suggested that a Foreign Inward date of the transaction.
Remittance Certificate (FIRC) be made mandatory in cases
of shares issued to foreign promoters. Besides, to prevent The full version of this article will appear in the 2011
the promoters riding roughshod over other shareholders, edition of the Asian-Counsel In-house Handbook
strict adherence to various accounting and regulatory stand-
ards have been prescribed.
The authors can be reached at:
sawant.singh@phoenixlegal.in
Tax indemnities galore arun.madhu@phoenixlegal.in
‘Tax indemnities’ appear to be the flavour of the season in aditya.bhargava@phoenixlegal.in
hemant.krishna@phoenixlegal.in
light of the recent decision of the Bombay High Court in the
In-house Insight Rules of engagement
Rules of engagement
Gang Xu, director and associate general counsel of Walmart (China)
Investment Co Ltd, tells us what qualities he looks for when recruiting staff
and appointing external counsel
Asian-Counsel: How did your career lead you to your BOCOG and IOC (International Olympic Committee), and
current role with Walmart (China) Investment Co Ltd? learned from them what is expected from an in-house role.
What is the nature and scope of your role? During the same period of time, Walmart China had accel-
Gang Xu: While I was an associate with Morrison & Foer- erated its growth in China and needed someone with both a
ster LLP (MoFo), I worked with other lawyers from its strong legal background and leadership skills to help China
China offices in 2002 on a deal to set up Walmart (China) General Counsel run the 40-people strong legal depart-
Investment Co Ltd as a holding company (Walmart China) ment, so I took the opportunity and joined Walmart China
and began to take notes of its developments, but had no as its director and associate general counsel in February
idea that one day I would work inside the company. Then 2010. I currently work in a wide range of areas including
for almost eight years from 2002 to 2009, I focused on M&A, tax and finance, e-commerce, retail services, labour,
solving legal issues related to the preparation, operation compliance and ethics, litigation, and real estate lease or
and final winding-up of the 2008 Beijing Olympics and development.
Paralympics. I was vice chair of MoFo’s executive com-
mittee on the Olympics project, ran the daily operations AC: What is the nature of the relationship between Wal-
of a team of lawyers from MoFo’s multiple international mart China’s in-house function and the business?
offices, spent a lot of time in Beijing at BOCOG (Beijing GX: The in-house team is a partner with the business side,
Organizing Committee for Olympic Games), worked often taking on responsibility for complex issues with sig-
side-by-side with many talented in-house lawyers at nificant legal and commercial implications. At the same
time, it is a guardian of the company since it also plays
important roles in compliance and ethics.
“In addition to qualities
such as integrity and AC: What are the biggest obstacles faced in your role,
and on a broader level by your in-house team?
competency, I am looking GX: The biggest obstacle is recruiting, keeping, nurturing
for people with passion and motivating talents in our in-house team, which is a
common number one issue among the US business com-
for their work. The munity in China, as shown by a recent survey conducted by
the US-China Business Council. Our senior management is
position is not just
keenly aware of this issue and has devoted many resources
another job for a in this area, and as a result our in-house team has made the
greatest progress in associates’ engagement scores in 2010
candidate, but should among all Walmart China functions.
‘light the fire within’”
Volume 8, Issue 9, 2010 47

In-house Insight
Fifth, we value firms and lawyers that can communi-

“These are my “Six Cs” rules of cate in English directly with our senior regional or global
management, if requested, and at the same time be sensitive
engaging outside counsels: enough to our internal process.
Finally, we value firms that can provide free continuing
cultural fit, consistency, cost-
legal education (CLE) training to our in-house staff, for
competitiveness, core strength, example through presentations to our in-house and busi-
ness side on major legal developments, regular newsletters
communication and continuing
on legal topics, or organisation of joint training programs
legal education (CLE)” with us.
These are my “Six Cs” rules of engaging outside coun-
sels: cultural fit, consistency, cost-competitiveness, core
strength, communication and CLE. This is just my personal
AC: What qualities does Walmart China look for in summary, and should not be regarded as Walmart’s official
external counsel? Are there any criteria followed in position.
choosing suitable practitioners?
GX: Walmart operates on the basis of “everyday low AC: How is the value and cost of Walmart China’s in-
cost” (EDLC), so we always have a tight legal budget and house team measured?
demand value from our outside legal advisors. First, we GX: Our in-house team is measured by their speed of
value firms that understand our corporate culture, by which response to the business needs, the practicality of their legal
I mean compliance. For example, their lawyers should have advice and the risks mitigated. These are factors critical to
high ethical standards and will not violate FCPA (Foreign satisfaction in the eyes of our customers.
Corrupt Practices Act) requirements; for another example,
firms’ partners and associates must be willing to fly on AC: When hiring for your in-house team, which candi-
economy class, and stay at three-star hotels, which is our date qualities would be of most value?
company’s travel policy. GX: In addition to qualities such as integrity and compe-
Secondly, we value firms that can provide high-quality tency, I am looking for people with passion for their work.
legal advice on a consistent basis. For example, one major The position is not just another job for a candidate, but
firm once sent us a memo which was reviewed by our busi- should “light the fire within”, if I may borrow the motto
ness side who found a lack of depth and sophistication, so from the Salt Lake City Winter Olympic Games.
we decided to switch to another firm. We are loyal to firms
that can produce quality work products. AC: How has the in-house team responded to any issues
Thirdly, we value firms that are flexible with their bill- or challenges that have arisen for Walmart China in
ing arrangements to be cost competitive. Depending on the recent years?
nature and requirement of the project, the billing arrange- GX: Our in-house team has risen to the challenges of
ments could be fixed fee, discounted hourly rate, volume the fast-paced and ever-changing business environment
discount, or down payment with success fees. in China and is developing a strong bench in support of
Fourthly, we value firms - big or small, international or Walmart China’s growth strategy. Substantial time and
domestic - that show core strength or expertise in certain efforts were spent in the Trustmart acquisition and integra-
areas, such as local law knowledge, cross-border tax plan- tion in recent years, and we hired five lawyers in 2010 to
ning, real estate, antitrust, or social insurance. strengthen our team.
Empowering In-House Counsel along the New Silk Route
JURISDICTION UPDATES
CHINA
New guidance on Foreign-Invested Enterprise disputes in the PRC

objected to the transfer without seeking to purchase the
equity interest.

Equity pledge contract
Although an equity pledge contract between a shareholder and
By Dr Björn Etgen creditor becomes effective without registration, the “pledge
Rechtsanwalt rights” are only established at the time of mandatory registration.

On 16 August 2010, the Provisions of the Supreme People’s Court Nominal shareholders and actual investors
on Several Issues Concerning the Litigation of Disputes Involving The provisions also cover an agreement between a de facto
Foreign-Invested Enterprises came into effect. The new provisions investor and a nominal shareholder. The court will only support
offer valuable guidance on how PRC courts will deal with certain a de facto investor’s request to confirm its status as shareholder
types of disputes involving FIE shareholders and may also serve when the following criteria are met: the investor has made the
as guidelines for arbitrators judging on such disputes. investment contribution, shareholders other than the nominal
shareholder have recognised the status of the de facto share-
Foreign-invested enterprise (FIE) contracts and side holder and the court or other parties have obtained the FIE
agreements examination and the approval organ’s approval to change the de
In respect of approved FIE contracts, the provisions validate side facto investor into a shareholder. Furthermore, the de facto
agreements by the court that do not contain any significant or investor may apply to the court if the nominal shareholder fails to
substantial changes to the approved contract. The term “signifi- fulfil the contract, the investor requests the nominal shareholder
cant or substantial changes” by definition includes amendments to perform the relevant obligations as agreed or there is a dis-
to the registered capital, corporate form, scope of operations, crepancy between the investor’s contribution and the share
contribution by shareholders, a merger of the company, equity value of the nominal shareholder. However, the court will not
changes or similar modifications to the original contract. support the investor’s request to dispute profits or exercise a
shareholder’s rights as based on the agreement.
Equity transfer
Under PRC law, an equity transfer agreement involving an FIE Other shareholder issues
must be approved by the authorities before becoming effective. If a shareholder of either party of a FIE applies to change a share-
The provisions address claims that arise during the period from holder by submitting false materials to the approval organ, and
execution to approval of the equity transfer agreement. They this subsequently causes the loss of shareholder status or the
cover, for example, a buyer’s request to terminate the unap- original equity share of any other shareholder, a court may,
proved agreement, recoup the purchase price and obtain com- unless a third party has obtained the equity in good faith, rein-
pensation. On the other hand, if the buyer fails to pay the state the original shareholder’s status or equity share.
transfer price, the seller can terminate the agreement and make
a claim for damages. If the buyer has exercised shareholder rights
in the FIE before the agreement has been approved, the seller
BEITEN BURKHARDT
may also demand via court procedure the repayment of earnings
3rd Floor, 8 Queen’s Road Central
and associated expenses.
Hong Kong
An existing shareholder may revoke the transfer agreement
Tel: (852) 2524 6468
on the basis of pre-emptive purchase rights, and a court will
Fax: (852) 2524 7028
uphold the revocation unless it has been demonstrated that the
Email: Bjoern.Etgen@bblaw.com
shareholder has agreed to the transfer, has failed to respond to
www.beitenburkhardt.com
the seller’s written notice on the transfer issue or has merely

INDIA
India’s quest for energy alternatives

capacity from the unallocated quota of NTPC coal based sta-
tions to NVVN;
• Sale of the “bundled power” by NVVN to the distribution
utilities at the Central Electricity Regulatory Commission
(CERC) determined prices.
Apart from policy initiatives, legal and regulatory initiatives have
played a key role in creating a market for private sector invest-
By Prabjot Singh Bhullar
ments in the renewable energy sector in India:
On the road to sustainable development, India has been explor- • The Electricity Act, 2003 (Act) mandated the State Electricity
ing alternatives to conventional energy in an attempt to bridge the Regulatory Commissions to specify a percentage of
demand-supply gap in the energy sector. Whilst wind energy power to be procured by distribution licensees from renew-
dominates the renewable energy sector in India, recent studies able sources;
have revealed that a fall in the cost of manufacturing solar tech- • The National Electricity Policy and Tariff Policy have justified
nologies over the coming years would result in a significant the determination of a differential tariff for non-conventional
increase in solar energy generation. technologies for a transition time until these technologies
The Government of India has launched eight missions as part can compete;
of the National Action Plan on Climate Change (NAPCC) to • CERC has addressed the mismatch between availability of
identify actions needed to address climate change in the areas of renewable energy resources within the State and the require-
solar energy, enhanced energy efficiency, sustainable habitat, ment of the obligated entities to meet their renewable pur-
water, sustaining the Himalayan eco-system, green India, sustain- chase obligations by laying the foundation for “inter-state”
able agriculture and strategic knowledge for climate change. sales by issuing the CERC (Terms and Conditions for Tariff
The Jawaharlal Nehru National Solar Mission (JNNSM) is one Determination from Renewable Energy Sources) Regulations,
of the eight missions under the NAPCC which outlines plans for 2009, and the CERC (Terms and Conditions for recognition
a national target of 20 gigawatts of solar generation capacity by the and issuance of Renewable Energy Certificate for Renewable
year 2022. Energy Generation) Regulations, 2010.
The JNNSM’s focus is to create an enabling environment for
solar technology penetration. The first phase (up to 2013) pro- While policy, legal and regulatory initiatives for promoting renew-
poses capturing options in solar thermal and promoting off-grid able energy are commendable, it remains to be seen whether
systems to reach out to consumers without access to commercial these will be sufficient to attract investments so as to meet the
energy. In order to facilitate grid-connected solar power genera- targets set out under the JNNSM, or whether policy makers need
tion in the first phase, a mechanism of “bundling” expensive solar to revisit the JNNSM.
power with cheaper power from the unallocated quota of the
Government of India generated at the National Thermal Power
Corporation Limited (NTPC) coal based stations has been pro-
Khaitan & Co
posed (Bundling Scheme). The Bundling Scheme envisages:
801 Ashoka Estate
• NTPC’s Vidyut Vyapar Nigam Limited (NVVN) being desig-
24 Barakhamba Road
nated as the nodal agency for procuring solar power by enter-
New Delhi 110 001, India
ing into agreements with developers setting up solar projects
Tel: (91) 11 4151 5454
before March 2013;
Fax: (91) 11 4151 5318
• For each megawatt of installed capacity of solar power for
Email: delhi@khaitanco.com
which an agreement has been signed by NVVN, the Ministry
Bangalore Kolkata Mumbai New Delhi
of Power (MOP) is to allocate an equivalent amount of
MIDDLE EAST
The end of post dated cheques?

Here are some practical steps to help assess the ability of
a buyer:
• request a bank reference;
• view originals and take copies of passports and visa pages (for
individuals and company representatives);
• question how the investor proposes to finance the purchase;
• issue a due diligence questionnaire to obtain details about the
investor’s income and expenses;
By Alexis Waller and Chloe Drew • seek evidence of an offer in principle from the lender if the
When Dubai’s property market was booming, many developers investor intends to utilise bank financing;
collected post dated cheques (PDCs) from buyers. Additionally, • check whether any international background checks can
landlords and banks commonly collect PDCs for future lease and be made;
loan payments. • request guarantees, either personal, from a bank or the par-
Dubai’s Decree 56 of 2009 should serve to curb reliance on ent company;
PDCs. It established a special judicial committee (the Committee) • request copies of company accounts for corporate purchasers.
to resolve complaints involving bounced cheques issued to devel-
opers in connection with real estate transactions. The police, and The above list is by no means definitive, and parties should seek
any other judicial investigation authority, are obligated to refer advice if they wish to incorporate or consider options to secure
these complaints to the Committee - the aim undoubtedly being future payments under an agreement.
to reduce the number of criminal cases before Dubai Courts
involving bounced cheques. Conclusions
The practice of using PDCs is not unique to the UAE: they are We are unlikely to see an end to the practice of collecting PDCs
frequently used throughout the GCC. Recent changes to law in in the near future, particularly by banks, and landlords of short
Qatar (which reversed a 2006 law to remove legal protection of terms leases. It is important that both issuers and recipients of such
PDCs by May 2010) show that PDCs are likely to be used for the cheques are clear on the issues surrounding them.
foreseeable future. Saudi Arabia has introduced a law to increase Decree 56 will go some way towards reducing the large vol-
the penalties for those failing to honour cheques, thereby attempt- ume of criminal cases before Dubai Courts involving bounced
ing to uphold the use of PDCs, but reduce the increasing number cheques. The effect on developers will be to ensure that they
of defaults. carry out due diligence at the outset and consider alternative
means of securing payments.
Suggestions for securing future payments It introduces a new step in the process of action being taken
It is a criminal offence under Federal UAE law (and laws of many against a party who has not honoured a cheque and, as such,
of its surrounding countries) to knowingly issue a cheque with makes the practice of relying on PDCs for these types of transac-
insufficient funds to clear that cheque. If a cheque is not honoured, tions less favourable.
the receiver must pursue the issuer to enforce payment. Whilst
the issuer can be investigated or charged, the receiver could
remain without payment. Clyde & Co
In many jurisdictions, it is common for developers to carry out Dubai Office: City Tower 2, Sheikh Zayed Road
credit checks to limit their exposure to non credit-worthy buyers. PO Box 7001, Dubai, United Arab Emirates
A variety of companies can perform a search and issue a credit Tel: (971) 4 331 1102
rating for an individual based on past records. For companies, Fax: (971) 4 331 9920
company searches can be carried out and research into an inves- Email: alexis.waller@clydeco.ae
tor’s trading history can be undertaken. The introduction of chloe.drew@clydeco.ae
Emcredit in Dubai has assisted in making some credit information www.clydeco.com
available to lenders and members.

SINGAPORE
New tax boosts for M&As in Singapore

(c) An acquisition where the acquiring Singapore company or its
acquiring subsidiary owns more than 50 per cent but less
than 75 per cent of the ordinary shares in the target com-
pany before the acquisition, and the acquisition in question
raises its ownership level to 75 per cent or more, and the
acquisition does not occur within the same basis period or
relevant financial year as the acquisition in paragraph (a);
By S Sharma (d) An acquisition which occurs within the same basis period or
On 18 October 2010, amendments were passed to the Income relevant financial year as the acquisition in paragraph (c).
Tax Act (ITA) and the Stamp Duties Act (SDA), which among
other things incorporated the Budget 2010 business restructur- Claim for tax deduction
ing incentives for mergers and acquisitions (M&As). The claim for deduction must be made at the time the income
tax return of the acquiring company for the year of assessment
Income Tax in which the capital expenditure for the acquisition is incurred, is
Under a new section 37L of the ITA, a Singapore company can due to be lodged unless time has been extended. Various formu-
claim a deduction for capital expenditure incurred by it or its acquir- lae are provided to be used in determining the amount of deduc-
ing subsidiary, in acquiring the ordinary shares of another company tion for each qualifying acquisition. The Comptroller of Income
(target company) of up to 5 per cent of the cost of a qualifying Tax assesses the claim for deduction and is empowered to deter-
acquisition, subject to a cap of S$5,000,000, where the expendi- mine any question regarding the amount paid for the shares if
ture is incurred between 1 April 2010 and 31 March 2015. the qualifying acquisition is not an arm’s length transaction.
Stamp Duty Application for relief from stamp duty

Under a new section 15A of the SDA, relief from ad valorem Where the acquiring company which has paid or is liable to pay
stamp duty chargeable under Article 3(c) in the First Schedule duty on the instrument transferring the shares makes an applica-
may be sought on any instrument executed between 1 April tion for relief, and the Commissioner of Stamp Duties is satisfied
2010 and 31 March 2015 for or in connection with a qualifying that the instrument is entitled to the relief, he will refund the duty
acquisition by a Singapore company or its acquiring subsidiary in to the company, subject to certain limits.
the ordinary shares of a target company, to the extent of
S$200,000 for any of the acquiring company’s financial years. Conclusion
The instrument for which relief from duty is sought has to com- These new tax boosts for M&As have much financial savings to
ply with section 15(2) of the SDA to be deemed to have been offer taxpayers, provided due care and attention are paid to the
duly stamped. minute details in these incentives, including various events of
disallowance that need to be reported to the tax authorities if
Qualifying acquisition and when they occur.
Generally a qualifying acquisition may fall into one of four distinct
categories:
(a) An acquisition where the acquiring Singapore company or its ATMD Bird & Bird LLP
acquiring subsidiary owns 50 per cent or less of the ordinary Corporate & Commercial Group
shares in the target company before the acquisition, and the 2 Shenton Way, #18-01 SGX Centre 1, Singapore
acquisition in question raises its ownership level to more Tel: (65) 6534 5266
than 50 per cent; Fax: (65) 6223 8762
(b) An acquisition which occurs within the same basis period or Email: s.sharma@twobirds.com
relevant financial year as the acquisition in paragraph (a); www.twobirds.com
South Korea
Recent changes in antitrust laws with respect to pharmaceutical companies
a brand name drug to delay the entry of generic drugs into the
market. Often in such cases, a brand name drug manufacturer is
able to persuade generic drug makers into an unfair agreement
known as a Reverse Payment Settlement, wherein the brand
name drug manufacturer will make a payment to the generic
manufacturer in exchange for the generic manufacturer agreeing
to delay production or marketing of the generic product.
The second group of intellectual property disputes involves an
By Seongki Kim and Nicholas Park “abuse of patent lawsuit” where a party “unfairly” files a patent
Over the past decade, the number of companies involved in pat- invalidation or infringement lawsuit in order to interfere with its
ent related lawsuits has increased significantly. In a recent devel- competitors’ business activities through legal or administrative
opment, certain pharmaceutical companies have found innovative procedures. Under the previous Guidelines, “a business operator
ways to leverage their patent portfolios as a means of deterring filing a patent infringement lawsuit to impair or restrict the ability
business competition in industries that are heavily reliant on of other business operators to conduct business, while being
research and technology. The Korea Fair Trade Commission aware that the other business operators do not infringe on its
(KFTC) recently issued amendments to the Guidelines for own patent rights” is considered an act of impeding or obstructing
Examination of Improper Enforcement of Intellectual Property the business activities of other business operators.
(the Guidelines) that affect the enforceability of intellectual prop- The newly revised Guidelines identify antitrust violators as “a
erty by pharmaceutical companies. In particular, the amendments business operator impeding or obstructing the business activities
will have a significant effect on the pharmaceutical market where of other business operators by unfair use of patent infringement
patent-related lawsuits have long been used to create unfair busi- lawsuits, patent invalidation trials, or other legal or administrative
ness advantages for those filing lawsuits whilst knowing that there procedures relating to intellectual property rights.” This revision
is no actual infringement. Any company found to be in violation of broadens the definition of the abuse of intellectual property rights
the Guidelines may be subject to fines and penalties. in that the act of the patent owner no longer needs to be inten-
Earlier this year, the KFTC surveyed almost 50 domestic and tional, but only unfair. Given the broader scope of application,
multinational pharmaceutical companies with respect to their pat- brand name pharmaceutical companies may be placed under
ent applications, licensing arrangements, and intellectual property stronger scrutiny if they enter into Reverse Payment Settlements
disputes involving key prescription drugs that were distributed, or or engage in abusive patent lawsuits.
for which marketing approval was requested or granted in Korea
from 2000 to 2009. An official at the KFTC said that the survey
aimed to “promote correction and competition by causing phar-
maceutical companies to voluntarily address unfair acts.” Although Seongki Kim, Senior Patent Attorney
the results of the surveys were not publicised, one may infer from Tel: (82) 2 2262 6208
the subsequent actions of the KFTC that the results identified an Fax: (82) 2 2279 5020
immediate need to amend the Guidelines. Email: seongkik@leeinternational.com
Since the surveys were conducted, the KFTC has begun tak- www.leeinternational.com
ing measures to deter pharmaceutical companies from abusing
their patent rights related to brand name drugs by interrupting or Nicholas Park
delaying the entry of generic drugs into the market. Under both Tel: (82) 2 2262 6013
the previous and amended Guidelines, the abuse of intellectual Fax: (82) 2 2279 5020
property rights can be classified into two groups. The first group Email: npark@leeinternational.com
involves an “agreement with respect to a patent dispute,” where www.leeinternational.com
a party may attempt to maintain the validity of an invalid patent for

VIETNAM
Vietnam adopts new postal law

• Postal service business plan
• Good financial ability and personnel in conformity with such a
business plan
• Measures of protection concerning information and safety in
relation to people, postal parcels and the postal network.
Under Vietnam’s Schedule of Commitment in Specific Services to

By Hanh Tran
the World Trade Organisation, foreign ownership in a postal service
On 17 June 2010, the Vietnam Parliament adopted the Law on enterprise in Vietnam is limited to 51% of the charter capital of the
Posts (No. 49/2010/QH12) (the Law), which becomes effective as enterprise, and the form of foreign investment is a joint venture
of 1 January 2011 and replaces the Ordinance on Posts and enterprise with Vietnamese partners.
Telecommunication (No. 43/2002/PL/UBTVQH10). The procedure for foreign investors to set up postal service
enterprises in Vietnam is governed by the Law on Investment and
Clearer definition of postal activities the Law on Enterprises.
“Postal activities” are defined under the Law, and include activities of The Law does not provide conditions and procedures for for-
investment, business, supply and utility of postal services, public eign investors to set up their representative offices or company
postal services, and postal stamps. “Postal services”, as defined, branches engaging in postal activities and postal services in Vietnam.
include receipt, transport and delivery of parcels by different means It is very unclear as to whether establishment of a foreign trader’s
between a sender’s address and a recipient’s address through postal representative office or branch in this business sector in Vietnam
networks. This does not include electronic communications. would be permitted, and if so under which laws and procedures.
The Law distinguishes between “public postal services”
and “postal services” as well as “public postal networks” and Abolishment of certain licence requirements
“postal networks”. Under the prevailing Ordinance on Post and Telecommunication, a
A public postal network is defined as one invested in by the Trial Licence of Mail Delivery Service Business (Trial Licence) and
State and entrusted to designated enterprises for management licences of other service business concerning the public postal net-
and commercial exploitation. The public postal service is supplied work are required. Such licences have a maximum term of one
at the request of the State, and includes universalised postal serv- year, and may be renewed at the request of the service providers
ices and postal services serving national defense/security and once certain conditions are satisfied.
other specific tasks. Under the Law, a Trial Licence and licences for other service
The Law does not specifically refer to private postal services or business are no longer required, which creates more favourable
private postal networks. “Designated enterprises” mean enter- conditions for enterprises wishing to engage in this business sector.
prises which are designated by the State to provide public postal
services, international postal services and other services as stipu- Conclusion
lated in the Universal Postal Union and other international postal As the Law only provides very general regulations, we advise that
treaties to which Vietnam is signatory. foreign investors should wait for further guidance from the
Government of Vietnam before making any decisions on invest-
Foreign investment in Vietnam’s postal business sector ment. Please regularly check the Country Update in Asian-Counsel
The Law provides very general stipulations in respect of investment or contact us for updated information on this issue.
and business of the postal service by the private sector, including
that undertaken by foreign investors. Any enterprise engaging in bizconsult law LLC
postal services shall have to obtain a postal service licence. 3/F, VNA Building
Conditions for postal service licences are summarised hereunder: 20 Tran Hung Dao Street, Hanoi, Vietnam
• Being granted an Investment Certificate (applicable to foreign Tel: (84) 4 39332129 Fax: (84) 4 39332130
investors) or a Business Registration (applicable to domestic Email: hanh.tb@bizconsult-vietnam.com
investors) in postal service www.bizconsult-vietnam.com
Asian-Counsel Direct
Your ‘at a glance’ guide to some of the region’s top service providers.
Indicates an Asian-Counsel Firm of the Year. 2009 2010
MR
An Asian-Counsel Most Responsive Firm of the Year.
An Asian-Counsel Firm of the Year, 2010 in this practice area in this jurisdiction ( denotes Honourable Mention).
One of this firm’s three largest practice areas in this jurisdiction. Indicates a full service firm in this jurisdiction.
Practice Area key:
INV Alt’ Investment Funds (inc. PE) E Employment INS Insurance REG Regulatory / Compliance
COM Antitrust / Competition ENR Energy & Natural Resources LS Life Sciences RES Restructuring & Insolvency
AV Aviation ENV Environment LDR Litigation & Dispute Resolution TX Taxation
BF Banking & Finance IA International Arbitration MS Maritime & Shipping TMT
Telecoms, Media & Technology
CM Capital Markets IP Intellectual Property PF Projects & Project Finance
CMA Corporate & M&A IF Islamic Finance RE Real Estate
LAW Jun He Law Offices 2009 2010 Orrick, Herrington & Sutcliffe
— — China Resources Building, 20th Floor 43rd Floor, Gloucester Tower, The Landmark
Firms 8 Jianguomenbei Avenue, 15 Queen’s Road Central, Hong Kong
Beijing 100005, P.R. China Tel: (852) 2218 9100
Tel: (86) 10 8519 1300 Email: AsiaMarketingTeam@orrick.com
China
Email: junhebj@junhe.com Contact: Michelle Taylor
Beiten Burkhardt
Contact: David Dali Liu Website: www.orrick.com
International Law Firm
Website: www.junhe.com CM BF CMA
3rd Floor, 8 Queen’s Road Central MR
Hong Kong
CMA E ENR COM BF PF CM ——————
Tel: (852) 2524 6468
Email: presse@bblaw.com
P.C. Woo & Co.
Website: www.beitenburkhardt.com
12th Floor, Prince’s Building
CMA E TX
HOng Kong 10 Chater Road, Central, Hong Kong
Arun Nigam Associates Tel: (852) 2533 7700
—————— 1801 Chinachem Hollywood Centre Email: pcw@pcwoo.com.hk
1 Hollywood Road, Central, Hong Kong Website: www.pcwoo.com
Chang Tsi & Partners Tel: (852) 3752 2801 CMA LDR RE
7-8th Floor Tower A Email: anigam@arunnigam.com
Hundred Island Park, Bei Zhan Bei Jie Street Contact: Arun K. Nigam
Xicheng District, Beijing 100044, China Website: www.arunnigam.com
Tel: (86) 10 8836 9999 CM BF CMA
Email: mail@ctw.com.cn
India
Contact: Spring Chang —————— Amarchand & Mangaldas & Suresh A.
Website: www.ctw.com.cn
Shroff & Co. 2010
CMA IP LDR
Bingham McCutchen Amarchand Towers, 216
Suites 4901-4904 Okhla Industrial Estate, Phase - III
—————— One Exchange Square New Delhi - 110020
8 Connaught Place India
Jia Yuan Law Firm Hong Kong Tel: (91) 11 2692 0500/ 11 4159 0700
F407-408 Ocean Plaza Tel: (852) 3182.1700 Contact: Mr. Shardul S. Shroff - Managing Partner
158 Fuxing Men Nei Ave, Xicheng District Email: matthew.puhar@bingham.com E-mail: shardul.shroff@amarchand.com
Beijing 100031, China Contact: Matthew Puhar CM
MR INV BF E
Tel: (86) 10 6641 3377 Website: www.bingham.com CMA IA RE REG PF
Email: eoffice@jiayuan-law.com BF CMA RES
Website: www.jiayuan-law.com
CM CMA BF
——————
——————

AZB Partners 2010 Kanga & Co 2010 Nishith Desai Associates 2009 93-B,
Advocates & Solicitors Readymoney Mansion Mittal Court, Nariman Point
Express Towers, 23rd floor Nariman Point 43, Veer Nariman Road, Fort Mumbai 400 021, India
Mumbai 400021 Mumbai – 400001, India Tel: (91) 22 6669 5000
Tel: (91) 22 66396880 Tel: (91) 22 6623 0000 / 2265 Email: nda@nishithdesai.com
Emails: mumbai@azbpartners.com Email: mail@kangacompany.com Website: www.nishithdesai.com
INV IA RE TX CMA IP
delhi@azbpartners.com Contact:
bangalore@azbpartners.com M. L. Bhakta – bhakta@kangacompany.com
pune@azbpartners.com Preeti Mehta – preeti.mehta@kangacompany.com ——————
chennai@azbpartners.com Website: www.kangacompany.com
hyderabad@azbpartners.com REG BF CMA RE Phoenix Legal 2009
Contact: Zia J. Mody Mumbai

MR CMA ENR IA INS —————— First Floor, CS -242, Mathuradas Mill Compound
BF CM LDR N. M. Joshi Marg, Lower Parel
Khaitan & Co. 2010 Mumbai 400013, India
—————— One Indiabulls Centre,13th Floor Tel: (91) 22 4340 8500
841 Senapati Bapat Marg, Elphinstone Road Mumbai email: mumbai@phoenixlegal.in
Bharucha & Partners Mumbai 400 013, India
Hague Building, Sprott Road, Ballard Estate, Tel: (91) 22 6636 5000 Delhi
Mumbai 400 001, India Email: mumbai@khaitanco.com Ground Floor, 15 Birbal Road, Jangpura Extension
Tel: (91) 22 6132 3900 MR New Delhi 110 014, India
Email: sr.partner@bharucha.in COM E TMT INV CM CMA RE Tel: (91) 11 4983 0000
BF CMA LDR Delhi email: delhi@phoenixlegal.in
BF CMA PF
——————
——————
K.R. Chawla & Co. ——————
Dave & Girish & Co. Advocates 707, Kailash Building,
1st Floor, Sethna Building 26 Kasturba Gandhi Marg Titus & Co., Advocates
55, Maharshi Karve Road New Delhi 110001, India Titus House, R-77A, Greater Kailash- I
Marine Lines, Mumbai, India Tel: (91) 11 2335 7658 61 New Delhi-110 048, India
Tel: (91) 22 2206 2132 Email: krclo@krcco.com Tel: (91) 11 2628 0900/0800/0100
Email: mona@davegirish.com Website: www.krcco.com Email: titus@titus-india.com, titusco@vsnl.com
Website: www.davegirish.com CM CMA LDR Contact: Diljeet Titus (dtitus@titus-india.com)
Suhail Dutt (sdutt@titus-india.com)
—————— —————— Rai S Mittal (rsmittal@titus-india.com)
Abhixit Singh (asingh@titus-india.com)
D.H. Law Associates Majmudar & Co., International CMA LDR RE
87, Jolly Maker Chambers II Lawyers

225, Nariman Point 601/604 Naman Centre A Wing, C-31 G Block,
Mumbai-400 021. India Bandra Kurla Complex, Bandra (East) | Mumbai
Tel: (91) 22 6625 2222 400 051, INDIA |
Email: dhlaw@vsnl.com Other Offices: Flora Fountain, Mumbai | Banga-
Website: www.dhlawassociates.com lore | Hyderabad | New Delhi | Chennai |
CMA LDR IA Tel:
Email:
(91) 22 6123 7272
mailbox@majmudarindia.com
Be Here Now!
Contact: Akil Hirani
BF CMA IP And online at
www.inhousecommunity.com
——————
Email yvette.tan@pbpress.com with
‘Asian-Counsel Direct’ in the subject line
for more information.
Indonesia SSEK Malaysia
Ali Budiardjo, Nugroho, Soewito Suhardiman Eddymurthy Azmi & Associates
Reksodiputro 2009 2010 Kardono 2009 2010
14th Floor, Menara Keck Seng
Graha Niaga 24th Fl. 14th Floor, Mayapada Tower, 203 Jalan Bukit Bintang
Jl. Jenderal Sudirman Kav.58 Jl. Jend. Sudirman Kav. 28 55100 Kuala Lumpur, Malaysia
Jakarta 12190, Indonesia Jakarta 12920, Indonesia Tel: (603) 2118 5058
Tel: (62) 21 250 5125/5136 Contact: Ira Eddymurthy (Managing Partner) Email: raina@azmilaw.com
Email: info@abnrlaw.com Tel: (62) 21 521 2038, 521 2130 sheikhazri@azmilaw.com
infosg@abnrlaw.com Email: managingpartner@ssek.com Website: www.azmilaw.com
Contact: Emir Nurmansyah Website: www.ssek.com BF CMA LDR
MR
Email: enurmansyah@abnrlaw.com
Website: www.abnrlaw.com E RE BF CMA BF ENR ——————
MR
IA BF ENR MS PF CMA Kadir Andri & Partners

2009 2010
——————
Japan 8th Floor, Menara Safuan, 80,
Lubis Ganie Surowidjojo 2010 Anderson Mori & Tomotsune Jalan Ampang, 50450 Kuala Lumpur
Menara Imperium 30th Floor 2009 2010 PO Box 12677
Jl. H. R. Rasuna Said Kav. 1 Kuningan Izumi Garden Tower 50786 Kuala Lumpur, Malaysia
Jakarta 12980, Indonesia. 6-1, Roppongi 1-chome Tel: (603) 2078 2888
Tel: (62) 21 831 5005, 831 5025 Minato-ku, Tokyo 106-6036 Email: partner@kaaplaw.com
Email: lgs@lgslaw.co.id Japan Contact: Abdul Kadir Kassim (Managing Partner)
Contact: Timbul Thomas Lubis, Dr. M. Idwan Tel: (81-3) 6888-1000 Website: www.kaaplaw.com
Ganie (‘Kiki’ Ganie), Arief Tarunakarya Surowidjojo, PF CM CMA IF
Email: inquiry@amt-law.com
Abdul Haris M Rum, Arisia Arundati Pusponegoro Contact: Akihito Nakamachi
and Harjon Sinaga. Website: www.amt-law.com ——————
Website: http://www.lgslaw.co.id CMA E REG BF CM
RES BF CMA LDR Lee Hishammuddin Allen & Gledhill
—————— 2010
—————— Level 16, Menara Tokio Marine Life
Atsumi & Sakai 2010
No.189, Jalan Tun Razak
Makarim & Taira S. 2009 2010
Fukoku Seimei Bldg. (Reception: 12F)
50400 Kuala Lumpur
Summitmas I, 16th – 17th Floors 2-2-2 Uchisaiwaicho, Chiyoda-ku,
Tel: (603) 2161 2330
Jl. Jend. Sudirman Kav. 61-62 Tokyo 100-0011 Japan
Email: enquiry@lh-ag.com
Jakarta 12190, Indonesia Tel: (81-3) 5501-2111
Contact: Muthanna Abdullah (Managing Partner)
Tel: (62) 21 252 1272, 520 0001 Email: info@aplaw.jp
Website: www.lh-ag.com
Email: makarim&tairas@makarim.com Contact: Mr. Hiroo Atsumi / Ms. Bonnie Dixon IA E LDR TX CMA
Contact: Rahayu Ningsih Hoed Website: www.aplaw.jp/
Website: www.makarim.com BF CM CMA RES
——————
MR
E CMA BF LDR —————— Raslan Loong

—————— Level 3A, Menara Manulife
Bingham McCutchen Murase
6 Jalan Gelenggang, Damansara Heights
Sakai Mimura Aizawa
Mochtar Karuwin Komar 2010
50490 Kuala Lumpur, Malaysia
Foreign Law Joint Enterprise
14th Floor Wisma Metropolitan II Tel: (603) 2093 3939
4-3-13 Toranomon, 4th Floor
Jl. Jend Sudirman, Kav.31 Email: rexlex@raslanloong.com
Minato-ku, Tokyo
Jakarta 12920, Indonesia Website: www.raslanloong.com
105-0001
Tel: (62) 21 5711130 BF CMA RES
Japan
Email: mail@mkklaw.net
Tel: (81-3) 6721 3111
ek@mkklaw.net ——————
Email: hideyuki.sakai@bingham.com
Contact: Emir Kusumaatmadja
Contact: Hideyuki Sakai
Website: www.mkklaw.net
Website: www.bingham.com
MS RES CMA ENR PF
CMA RES LDR

Shearn Delamore & Co KhattarWong

Clyde & Co 2009 2010
2009 2010 80 Raffles Place
Dubai Office: City Tower 2
7th Floor, Wisma Hamzah-Kwong Hing #25-01 UOB Plaza 1
Suite 102, Sheikh Zayed Road
No. 1 Leboh Ampang Singapore 048624
PO Box 7001, Dubai, United Arab Emirates
50100 Kuala Lumpur, Malaysia Tel: (65) 6535 6844
Tel: (971) 4 331 1102
Tel: (603) 2027 2727 E-mail: kwp@khattarwong.com
Email: joycia.young@clydeco.ae
Email: info@shearndelamore.com Website: www.khattarwong.com
Webiste www.clydeco.com/dxb
Website: www.shearndelamore.com MR
TX BF CMA LDR
MR
BF CMA E IP MS RE TMT ——————
E IP LDR REG TX CMA RE
LDR
Rajah & Tann LLP 2010
——————
9 Battery Road
Tay & Partners #25-01 Straits Trading Building
6th Floor, Plaza See Hoy Chan Singapore 049910, Republic of Singapore
Jalan Raja Chulan, 50200 Kuala Lumpur, Malaysia Tel: (65) 65353600
Contact: Mr. Tay Beng Chai (Managing Partner) Philippines 24 hour hotline: (65) 96902253
Tel: (603) 2050 1888 SyCip Salazar Hernandez & Gatmaitan Contact: Lee Eng Beng SC (Managing Partner)
E-mail: mail@taypartners.com.my 2010 Email: info@rajahtann.com
Website: www.taypartners.com.my 3rd Floor, SSHG Law Center, 105 Paseo de Roxas Website: www.rajahtann.com
1226 Makati City, Philippines MR
—————— Tel: (632) 982 3500; COM IA INS MS RE INV LDR
(632) 982 3600; REG BF CMA

Wong & Partners 2009 2010
(632) 982 3700 ——————
Suite 21.01, Level 21, The Gardens South Tower
E-mail: ramorales@syciplaw.com
Mid Valley City, Lingkaran Syed Putra
Contact: Rafael A. Morales WongPartnership LLP
59200, Kuala Lumpur, Malaysia
Website: www.syciplaw.com 2009 2010
Tel: (603) 2298 7888
COM BF CMA PF One George Street #20-01,
Email: kl.info@wongpartners.com
Singapore 049145
adeline.wong@wongpartners.com
MR
Tel: (65) 6416 8000
Email: contactus@wongpartnership.com
COM CMA REG TMT IP RE TX
Singapore Website: www.wongpartnership.com
E PF TMT CM CMA LDR
Allen & Gledhill LLP 2009 2010
One Marina Boulevard #28-00,

Middle East Singapore 018989
AFRIDI & ANGELL 2009 2010
Tel: (65) 6890 7188
Po Box 9371, Emirates Towers Email: inquiries@allenandgledhill.com
South Korea
Level 35, Sheikh Zayed Road 2009 2010
Contact: Lucien Wong (Managing Partner)
Dubai, United Arab Emirates Bae, Kim & Lee LLC
Email: lucien.wong@allenandgledhill.com
Tel: (971) 4 330 3900 647-15 Yoksam-dong
Website: www.allenandgledhill.com
Email: dubai@afridi-angell.com MR
Kangnam-gu Seoul
Contact: Bashir Ahmed INV BF CM CMA LDR REG RES
135-723, Korea
Website: www.afridi-angell.com COM RE
Tel: (82-2) 3404-0000
PF E BF LDR RE Email: bkl@bkl.co.kr
—————— Contact: Y. S. Oh
—————— Website: www.bkl.co.kr
ATMD BIRD & BIRD LLP
BF ENR CMA LDR
Al Tamimi & Company 2010 IP & Technology Group
Dubai - DIFC Head office 2 Shenton Way, #18-01 SGX Centre 1 ——————
Dubai International Financial Centre, Tel: (65) 6428 9889
6th floor, Building 4 East, Sheikh Zayed Road, Email: nathanael.chua@twobirds.com Cho & Partners 2009
PO Box 9275, Dubai, UAE. Website: www.twobirds.com 6th Floor Ann Jay Tower
Tel: (971) 4 364 1641 CMA IP LDR 718-2 Yeoksam-dong, Kangnam-ku
Email: info@tamimi.com Seoul 135-080 Korea
Contact: Husam Hourani Tel: (82-2) 6207-6800
Website: www.tamimi.com Fax: (82-2) 6207-6801
MR Email: ihseo@cholaw.com
COM IP INS IF LDR RES Website: www.cholaw.com
MS RE BF CMA IP LDR
Kim & Chang 2009 2010 TAIWAN Vietnam
Seyang Building, 223 Naeja-dong Deep & Far Attorneys-at-Law bizconsult law LLC
Jongno-gu, Seoul 110-720 13 Floor, 27 Section 3 3/F., VNA Building, 20 Tran Hung Dao Street
Tel: (82-2) 3703-1114 Chung San N. Road, Taipei, Taiwan Hanoi, Vietnam
Email: lawkim@kimchang.com Tel: (8862) 25856688 Tel: (844) 39332129
Contact: K.T. Jung Email: email@deepnfar.com.tw E-mail: hanh.tb@bizconsult-vietnam.com
Website: www.kimchang.com Contact: Mr. C. F. Tsai Website: www.bizconsult-vietnam.com
MR Website: www.deepnfar.com.tw BF CMA IP
INV COM CM CMA IP INS IA IP LDR
LDR REG RE BF ——————
Bross & Partners

——————
Suite 1705, Unit 3, GTC Building
No. 15-17 Ngoc Khanh Street
Lee International IP & Law Group
Ba Dinh District, Hanoi, Vietnam
14/F Kukdong Building, Chungmuro 3-Ka
Tel: (844) 3726 3955
Chung-Ku, Seoul 100-705, Korea
Email: contact@bross.vn
Tel: (82-2) 2262-8000
Website: www.bross.vn
Email: npark@leeinternational.com
CMA IP LDR
Contact: Nicholas Park Thailand
Website: www.leeinternational.com Natee International Law Office, ——————
CMA IP RE Limited
Alma Link Building, 16th Floor Indochine Counsel
—————— 25 Soi Chidlom, Ploenchit Road Unit 4A2, 4th Floor, Han Nam Office Bldg.
Bangkok 10330, Thailand 65 Nguyen Du, District 1
Lee & Ko 2009 2010 Tel: (66) 2 655 5425 (8 lines); 253 5157 Ho Chi Minh City, Vietnam
18th Floor, Hanjin Main Building Email: nilo@ksc.th.com Tel: (848) 3823 9640
118, Namdaemunno 2-ga Contact: Natee Thongdee (Managing Director) Email: info@indochinecounsel.com
Jung-gu, Seoul, Korea Website: www.nateelaw.com Contact: Mr. Dang The Duc
Tel: (82-2) 772 4000 CMA E LDR Website: www.indochinecounsel.com
CM CMA PF
Email: mail@leeko.com
Website: www.leeko.com ——————
——————
AV MS RES TMT BF IP
CMA LDR Siam Premier International VCI Legal

Law Office 2009
Suite 501, 5/F, Sailing Tower
—————— 26th Floor the Offices at Central World 111A Pasteur Street
999/9 Rama 1 Rd, Pathumwan District 1, Ho Chi Minh City, Vietnam
Shin & Kim 2009 2010 Bangkok 10330, Thailand Tel: (848) 38272028
6th Floor, Ace Tower Tel: (66) 2646 1888 Email: tuanphung@vci-legal.com
1-170 Soonhwa-dong, Jung-gu Email: info@siamlaw.co.th Contact: Mr. Tuan Anh Phung
Seoul 100-712, Korea Contact: Phisud Dejakaisaya (Managing Partner) Website: www.vci-legal.com
Tel: (82-2) 316-4114 Email: Phisud@siamlaw.co.th BF CMA RE
Email: shinkim@shinkim.com Website: www.siamlaw.co.th
Website: www.shinkim.com CM CMA LDR
ENV BF CMA LDR
—————— OTHER LEGAL/

— —
——————
Tilleke & Gibbins CONSULTATIVE
Yulchon 2009 2010 International Ltd 2009
Korea: Textile Center, 12th Floor Supalai Grand Tower, 26th Floor SBC International Law Associates
944-31 Daechi 3-dong, 1011 Rama 3 Road, Chongnonsi, Yannawa 317 Kamol Sukosol Building
Gangnam-gu, Seoul 135-713 Bangkok 10120, Thailand Level 8 Suite 8B Silom Road
Tel: (82-2) 528 5200 Tel: (66) 2653 5555 Bangrak, Bangkok 10500
Email: mail@yulchon.com Email: bangkok@tillekeandgibbins.com Thailand
Website: www.yulchon.com Website: www.tillekeandgibbins.com Tel: (66) 26312066
PF RES TX BF CMA IP CMA LDR Email: info@sbcinterlaw.com
Website: www.sbcinterlaw.com

— Due Diligence —
Legal Labs Recruitment (Greater China) Tel: (852) 2507 2237
Risk & Investigation Limited Email: info@meditation.hk
Tel: (852) 3189 7032 Website: http://www.meditation.hk
Kroll Email: resume@legallabs.com ••••••••••••

1701-02 Central Plaza Website: www.legallabs.com
18 Harbour Road, Wanchai, Hong Kong
Meditate in Singapore
——————
If you wish to learn how to meditate, or are
Tel: (852) 2884 7725
interested in studying practical Buddhism for modern
Email: tkageyama@kroll.com Lewis Sanders
life, the Kadampa Meditation Centre Singapore has
Website: www.kroll.com Tel: (852) 2537 7410
many classes and courses available. The meditation
Email: recruit@lewissanders.com
—————— Website: www.lewissanders.com
teachings offered by the Centre are for everyone -
we believe anyone who comes along will find inner
Navigant Consulting Asia Ltd peace, learn to relax and unwind, and improve
Suites 2901-4, Dah Sing Finance Centre
108 Gloucester Road, Wanchai, Hong Kong
— Translation — their well-being through learning to meditate. KMC
Singapore is a charity entirely run by volunteers.
Tel: (852) 2233 2500 Browse our website for information on weekly
Contract: Pacific Legal Translations Limited meditation classes, meditation workshops and special
James E. Gordon: jegordon@navigantconsulting.com Specialist translators serving the legal community events.
Connie Wu: cwu@navigantconsulting.com since 1999. Tel: (65) 64381127
Website: www.navigantconsulting.com Tel: (852) 2705-9456 Email: info@nkt-kmc-singapore.org
Email: translations@paclegal.com Website: http://www.meditateinsingapore.org/
Website: www.paclegal.com ••••••••••••
— Recruitment — SPORT & LEISURE

Other Splash Diving (HK) Limited
Aquis Search — — Learn to Dive and Fun Dive with the Winner of
Tel: (852) 2537 0333 Services the PADI Outstanding Dive Centre/Resort Business
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scottharrison@aquissearch.com Tel : (852) 9047 9603
GRAPHIC DESIGN
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Artmazing!
Email: info@splashhk.com
—————— Providing print and web design services for legal,
Website: http://www.splashhk.com/
corporate and financial institutions.
cml Tel. (852) 9128 8949
Tel: (852) 2203 0416 Email: artmazingcompany@gmail.com Charitable
Email: b.cooper@cmlor.com.hk Website: artmazing.wordpress.com — —
Website: www.cmlor.com.hk
••••••••••••
Organisations
——————
Apparel Impact India Foundation
Hughes-Castell Zen Tailor An international initiative against avoidable
Beijing/Shanghai/ Hong Kong/ Singapore Shop No.B,2/F., Entertainment Building, disablement.
Tel: (86) 10 6581 1781 30 Queen’s Road Central. Hong Kong Promoted by the UNDP, UNICEF and the World
Email: beijing@hughes-castell.com.hk Tel: (852) 2868 2948 Health Organization in association with the
Tel: (86) 132 2996 6550 * Show your copy of Asian-Counsel (or this page) to Government of India.
Email: shanghai@hughes-castell.com.hk receive a 10% discount at Zen Tailor! Tel: (91) 22 6633 9605 -7
Tel: (852) 2520 1168 •••••••••••• Email: nkshirsagar@impactindia.org
Email: hughes@hughes-castell.com.hk Website: www.impactindia.org
Tel: (65) 6220 2722 MEDITATION
••••••••••••
Email: hughes@hughes-castell.com.sg Kadampa Meditation Centre
Website: www.hughescastell.com Hong Kong Community Carbon Offsetting
KMC HK is a registered non-profit organisation An initiative of Teng Hoi Conservation Organization
—————— whose goal is to spread the wisdom of Buddha’s Tel: (852) 3618 4515
teachings and help integrate them into modern Website: www.communitycarbonoffsetting.org
Laurence Simons
daily life. We offer systematic meditation and study (Note: Pacific Business Press is proud to offset the
Tel: (852) 3154 9271
programmes through drop-in classes, day courses, carbon from flights made for the In-House Congress
Email: HK@laurencesimons.com
lunchtime meditations, weekend retreats and other events through Community Carbon Offsetting).
Website: www.laurencesimons.com
classes.
By Michelle Tennant
Bringing joy into

children’s lives
T “This is the whole
here is nothing more joyous than seeing a child
run around and play, without a care in the world.
However, for an estimated 380,000 children in aim of CYL – to give
Hong Kong living in poverty, this is not always a reality.
There are numerous organisations in Hong Kong
these children a
focused on helping these children. One such organisation chance, give them
is Changing Young Lives (CYL), who have a learning
centre in Shek Kip Mei. And that’s where I found myself, access to experiences
one rainy day in February. they wouldn’t A happy child receives his Lai
See packet full of chocolate.
I had heard of CYL through charity work I had done
whilst at high school in Hong Kong, but had never worked otherwise have. It also
directly with them. When the extreme sports group that I
gives volunteers a chance to
am a member of partnered up with them to do some char-
ity work, I jumped at the opportunity to get involved. experience something new”
Standing outside the front doors of their large, orange
centre in February, I was excited to meet and spend some had growing up. This is the whole aim of CYL – to give
time with the children. I had organised their annual Chi- these children a chance, give them access to experiences
nese New Year party: we had dressed a volunteer up in a they wouldn’t otherwise have. It also gives volunteers a
Choi Sun outfit, prepared Lai See packets full of chocolate chance to experience something new.
and had organised lots of games for the children to play. Before we knew it, the afternoon was over. We held a
The centre is large, with a gym, multi-purpose rooms, lucky draw to wrap up the party, and the winner of the
computer rooms, a home economics room, and plenty of coveted main prize (a massive edible chocolate house)
space for their activities to take place. Apart from various came to collect her prize looking sad and glum. Her
parties (including quarterly birthday parties), CYL organ- expression reminded us of why CYL plays such an impor-
ises days out for the children (strawberry picking, beach tant role in these children’s lives. It gives them somewhere
days, hikes, rock climbing, to name a few), after school to have fun, learn and experience new things, a place
homework help, craft workshops and music classes. The where they can be children and escape, at least for a while,
list is endless! There is no cost for the children to join issues at home that make them sad. Through CYL’s pro-
CYL, and the activities on offer are free. Most are run by grammes, children develop skills to become amazing
volunteers who have an interest in the subject, are qualified adults, as demonstrated by the kids who’ve been through
in that area, or want to give back to society. the Slam Dunk programme.
When the children came in, they were shy and hesitant Spending afternoons with the children at CYL is always
at first, especially when they saw me – Eurasian, but more a lot of fun; the children are funny, caring and learning so
Caucasian-looking than Chinese. Other volunteers milled much from CYL. It really is a worthwhile cause.
around, helping the children settle down, chatting and
playing with them. After a few ice-breakers, the children More information about CYL’s work in Hong Kong and on the
Mainland, and how to get involved, can be found on their
were running through the centre, playing all the different
webpage at www.changingyounglives.org.hk
games with the volunteers as if they’d known each other all
their lives! Michelle Tennant is an associate at Baker & McKenzie
in Hong Kong.
For a while, you forget that these children live in pov-
Michelle.Tennant@bakermckenzie.com
erty and don’t have the same opportunities that most of us

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