MCI (P) 004/02/2024 ISSN 0219 – 6875 KDN PPS 1867/10/2015(025605) THE REGION’S BEST FIRMS FOR ESG WORK WE SHOWCASE LEADING WOMEN LAWYERS CONSTRUCTION GCs SHARE THEIR VIEWS SALUTING THE LEADING GUARDIANS OF GOVERNANCE
FOR PROGRAM AND SPEAKING ENQUIRIES, PLEASE CONTACT: Marianne Tocmo marianne.tocmo@tr.com FOR SPONSORSHIP OPPORTUNITIES, YOU MAY REACH OUT TO: Amantha Chia amantha.chia@tr.com / (+65) 6973 8258 Engage with Asia’s Leading Legal Professionals at the 21st ALB Hong Kong In-House Legal Summit 2024. We are thrilled to invite you to be part of the premier event for legal professionals in Asia. This year’s Summit promises unparalleled insights and networking opportunities, taking place live in person on 12 September. Support us and amplify your brand visibility among legal professionals, industry leaders, and government officials. OVERVIEW *Complimentary passes are available exclusively to in-house counsels and general counsels from corporations only. All confirmed participants will be notified via email. ALB reserves the right to cancel any registrations at any time if they do not meet the profile stated above. Representatives from law firms and legal service providers are welcome to contact our sponsorship team. Photos taken during the ALB Hong Kong In-House Legal Summit 2023 last 21 Sept 2023 at JW Marriot HK. 12 SEPTEMBER – HONG KONG ALB HONG KONG IN-HOUSE LEGAL SUMMIT 2024 AGENDA AT A GLANCE • Mastering Compliance Risks Presented By Geopolitical Tensions • Top 3 Regulatory Updates And Trends: Managing Risks. Meeting Regulatory Expectations. • Hong Kong-Mainland China Reciprocal Enforcement Regime: Updates And Considerations • Cross-Border Data Transfers: Impact Of China Cybersecurity and Data Protection Regulations • Latest Trends In Harnessing AI: Balancing Potential And Legal Boundaries • US Sanctions Regime: Developments For 2024 And Practical Implications • Country/Regional Legal Update • Talent Management And Succession Planning For Legal Leaders *Please note that the agenda is subject to change PROUDLY PRESENTED BY TO REGISTER FOR THE ALB HONG KONG IN-HOUSE LEGAL SUMMIT 2024 PLEASE CLICK THE LINK BELOW: www.gevme.com/HKIHLS24 FOR THE SPEAKER DETAILS AND OTHER EVENT UPDATES, SEE THE EVENT WEBSITE BELOW: www.legalbusinessonline.com/HKIHLS2024 PRESENTATION SPONSOR PANEL SPONSORS SPONSOR
1 ASIAN LEGAL BUSINESS – JUNE 2024 WWW.LEGALBUSINESSONLINE.COM COVER STORY 14 ALB Asia Top 15 Chief Compliance Officers 2024 As the compliance landscape grows more complex, Asia’s leading chief compliance officers are demonstrating strategic leadership and spearheading innovative approaches to ensure compliance while strengthening organisational resilience in these dynamic times. By Asian Legal Business FEATURES 18 Rock-solid approach In recent years, construction companies in Asia have been enjoying a boom in countries’ pivot to infrastructure reforms. The construction market in the Asia-Pacific region has grown by 3.9 per cent in 2023, according to GlobalData. But the sector was also confronted by rising material costs and financial constraints due to global economic conditions. GCs in three construction companies share how they are capitalising on new momentum and taking on challenges ahead. 22 ALB Asia’s Top 15 ESG Law Firms 2024 As ESG issues take a front seat in business decisionmaking across Asia, law firms play a crucial role advising companies on how to navigate increasingly complex compliance requirements and mitigating emerging risks. As regulatory landscapes around ESG evolve rapidly, ALB recognises 15 law firms that are delivering outstanding legal counsel in this area. Plus: - Allen & Gledhill 24 The money war As technology advances, financial crime has become a major threat to global financial systems, surpassing many other forms of crime. Asia’s emerging digital markets, which are still developing regulations to combat tech-based crime, have become prime targets for financial fraudsters. Experts emphasise that international cooperation and robust enforcement of anti-money laundering regulations are essential to address this challenge effectively. 32 Women in law In this special feature, we highlight certain exceptional female legal professionals and their triumphs in defying cultural and professional biases to make their mark within Asia’s legal sector. These women, who lead some of Asia’s most prominent corporate legal teams and law firms, share their perspectives on empowering female legal talents and fostering a united front for gender equality in the legal profession. BRI EFS 3 The Briefing 4 Forum 6 Explainer 7 Deals 8 Appointments 10 Q&A CONTENTS 18 Rock-solid approach Image: VideoFlow/Shutterstock.com
2 ASIAN LEGAL BUSINESS – JUNE 2024 WWW.LEGALBUSINESSONLINE.COM Asian Legal Business is available by subscription. Please visit www.legalbusinessonline.com for details. Asian Legal Business has an audited average circulation of 11,402 as of 30 September 2016.Copyright is reserved throughout. No part of this publication can be reproduced in whole or part without the express permission of the editor. Contributions are invited, but copies of work should be kept, as Asian Legal Business can accept no responsibility for loss. MCI (P) 004/02/2024 ISSN 0219 – 6875 KDN PPS 1867/10/2015(025605) Thomson Reuters Alice @ Mediapolis, 29 Media Circle, #09-05, Singapore 138565 / T (65) 6775 5088 10/F, Cityplaza 3, Taikoo Shing, Hong Kong / T (852) 3762 3269 www.thomsonreuters.com GUARDIANS OF GOVERNANCE In this rapidly evolving corporate world, the significance of regulatory compliance cannot be overstated. Our cover story delves into the intricate and pivotal roles played by Asia’s Top 15 Chief Compliance Officers (CCOs), highlighting not only their achievements but also the increasingly complex environment in which they operate. The role of a Chief Compliance Officer has transformed significantly over the past decade. Today, CCOs are not just enforcers of rules but strategic advisors who must anticipate and navigate through a labyrinth of ever-changing regulations across multiple jurisdictions. They ensure that corporations not only comply with laws and regulations to avoid penalties but also uphold ethical standards, thereby safeguarding the organisation’s reputation and its stakeholders’ interests. The importance of these roles has been magnified by the global expansion of businesses, advancements in technology, and heightened regulatory scrutiny. In Asia, where economic growth continues to outpace much of the world, CCOs face unique challenges. They must be adept at interpreting local laws that may vary significantly from one country to another, all while managing risks associated with emerging technologies like artificial intelligence and blockchain. Top CCOs have mastered this balancing act. These leaders have not only developed robust compliance frameworks but have also fostered cultures of compliance within their organisations. Their work ensures that ethical practices are woven into the fabric of their companies’ operations, enabling sustainable business growth. The experiences of the CCOs ranked in this issue underscore the critical importance of compliance functions and illuminate the path for other professionals in the field. As businesses continue to navigate through complexities, both old and new, the role of the CCO will only grow in stature and necessity. RANAJIT DAM Managing Editor, Asian Legal Business, Thomson Reuters HEAD OF LEGAL MEDIA BUSINESS, ASIA & EMERGING MARKETS Amantha Chia amantha.chia@thomsonreuters.com MANAGING EDITOR Ranajit Dam ranajit.dam@thomsonreuters.com ASIA JOURNALIST Sarah Wong sarah.wong@thomsonreuters.com ASIA WRITER Nimitt Dixit nimitt.dixit@thomsonreuters.com RANKINGS AND SPECIAL PROJECTS EDITOR Wang Bingqing bingqing.wang@thomsonreuters.com COPY & WEB EDITOR Rowena Muniz rowena.muniz@thomsonreuters.com SENIOR DESIGNER John Agra john.agra@thomsonreuters.com TRAFFIC/CIRCULATION MANAGER Rozidah Jambari rozidah.jambari@thomsonreuters.com SALES MANAGERS Hiroshi Kaneko Japan, Korea (81) 3 4520 1192 hiroshi.kaneko@thomsonreuters.com Jonathan Yap Indonesia, Singapore (65) 6973 8914 jonathan.yap@thomsonreuters.com Krupa Dalal India, Middle East, Singapore (91) 22 6189 7087 krupa.dalal@thomsonreuters.com Romulus Tham Southeast Asia (65) 6973 8248 romulus.tham@thomsonreuters.com Simon Wan Hong Kong (852) 3462 7730 simon.wan@thomsonsreuters.com Steffi Yang South and West China (86) 010 5669 2041 qifan.yang@thomsonreuters.com Steven Zhao China Key Accounts (86) 10 6627 1360 s.zhao@thomsonreuters.com Yvonne Cheung China Key Accounts, Hong Kong and Korea (852) 2847 2003 yvonne.cheung@thomsonreuters.com SENIOR EVENTS MANAGER Julian Chiew julian.chiew@thomsonreuters.com SENIOR EVENTS MANAGER, AWARDS Tracy Li tracy.li@thomsonreuters.com
3 ASIAN LEGAL BUSINESS – JUNE 2024 WWW.LEGALBUSINESSONLINE.COM THE BRIEFING: YOUR MONTHLY NEED-TO-KNOW INDONESIA SET TO RATIFY CHANGES (Reuters) Indonesia is set to pass a revision to its constitutional court law, legislators have confirmed, ushering in changes that legal experts say will threaten the independence of the judiciary in the world’s thirdlargest democracy. The proposed amendment will reduce the tenure of justices from 15 to 10 years and require those who have served more than five years to obtain approval from appointing institutions to continue their tenure. Constitutional Court judges are appointed by the president, parliament and Supreme Court. The revision also includes changes to the composition of the ethics council that oversees the court, proposing the addition of the president, and members of the parliament and supreme court. The amendments have sparked strong criticism from some legal experts. “These changes will ruin the independence of the constitutional court,” said Bivitri Susanti, from Indonesia’s Jentera School of Law. “The intention is really to put the judiciary, the constitutional court, under the control of the House of Representatives and the president.” The parliament and government are expected to ratify it soon. TO CONTROVERSIAL TOP COURT 21% “EVERY TIME AN INTERNATIONAL LAWYER SEES ME AND TALKS TO ME - HE SAYS, ‘STILL TWO YEARS AWAY, RIGHT?’ THAT JOKE HAS BEEN GOING ON FOR TWENTY YEARS OR MORE.” QUOTE UNQUOTE IN THE NEWS Sullivan & Cromwell said that it has formed a new AI practice, as large firms compete to handle clients’ growing AI-related legal needs. The group would be headed by leaders of its IP and finance practices in Silicon Valley, New York, and London. Definely, a legaltech start-up backed by Google and Microsoft, has raised a $7 million Series A to develop its AI-powered software that aims to help lawyers understand and edit documents. The funding round was led by Octopus Ventures. Indian lawyer Cyril Shroff tells ET Circle that India’s continued refusal to open its legal market to foreign competition “has become a joke, internationally.” Some Singapore law firms are offering pay packages of up to S$10,000 ($7,400) per month for newly qualified lawyers amid fierce competition from international firms, corporations and start-ups for legal talent, The Business Times reported. Boutique firm TSMP Law is offering S$7,000 a month to lawyers just called to the Bar, which its joint managing partner Stefanie Yuen Thio described as “marketleading” pay, the newspaper said. “We are restructuring our pay scale to attract the best young legal talent,” Yuen Thio was quoted as saying. The pay raises come as Singapore’s tight border controls during the COVID-19 pandemic have exacerbated an existing shortage of junior legal professionals in the citystate, according to the report. Other law firms in Singapore are closely monitoring the situation as they face increasing competition not just from international rivals but also big corporations and start-ups that are prepared to pay top dollar. Drop in the number of registered foreign law firms in Hong Kong over the past four years, according to statistics from the Law Society. SG FIRMS HIKE JUNIOR LAWYER PAY TO BATTLE TALENT WAR: REPORT Proportion of U.S. legal professionals who are satisfied with their firm’s attendance policies, according to a Thomson Reuters Institute report. Some 29 percent were neutral. 57 PERCENT
4 ASIAN LEGAL BUSINESS – JUNE 2024 WWW.LEGALBUSINESSONLINE.COM BRI EFS ALEXANDER SHAIK, general counsel and chief compliance officer, ADM Capital In the current market, a strong external counsel will act as a sounding board for key structuring ideas in private credit transactions from inception of each transaction. Strong due diligence, drafting and execution should all be founded on an understanding of the underlying risks and rewards of the transaction so as to act as an extension of the investor/lender and not just an exercise in checking boxes. As legal spending budgets continue to be constrained, good law firms maintain close dialogue with their client GCs to manage expectations and understand how to prioritise workstreams. At ADM Capital, we focus on developing deep relationships with core law firm partners with whom we can share our focus on growth transactions with downside protection and a strong emphasis on E&S additionality and corporate governance. NADIM EL HAJ, chief legal officer, Abu Dhabi National Hotels During my career, I have worked with various external legal counsel (whether international or local firms). I have witnessed firsthand a variety of legal skills ranging from understanding the business, bringing strategic insight into the deal, mastering how to draw a critical path, and innovative approach in terms of deal structuring and implementation. Some lawyers have demonstrated a combination of such skills. Added to such skills, some lawyers have demonstrated genuine character with unwavering resolve. Such lawyers belong to the category of role models, inspiring their colleagues and clients alike. In other words, they are the driving force behind the success and growth story of the regional practices within their firms. They embody teamwork, a win-win mindset and a passion for excellence. An in-house counsel should set up a panel of external legal counsels led by such extraordinary talent. The return on investment from setting up such a panel of external legal counsels and leveraging on such skills while steering the strategy in critical transactions, is exponential in terms of structuring and successful execution/rolling out of strategic deals within unheard deadlines. Such execution of consecutive deals is a source of pride and humility and ultimately leads to a growth turnaround within the in-house counsel’s organisation. EMI TAKEDA, managing director - legal, Accenture Japan Regarding best practices in working with outside counsel, I would like to introduce three initiatives: Sessions for panel firms, tailor-made training, and the Outside Counsel Diversity Award. Firstly, we emphasise the importance of closely aligning with outside counsel who understands our company’s values and business. To facilitate this understanding, we hosted a session for panel firms, introducing our company, team, and the services we offer, with a focus on topics such as sustainability and generative AI. This enabled the law firms to gain a better understanding of our business and foster stronger relationships. Secondly, while it is essential for the in-house legal team to stay updated on the latest legal topics, it can be hard to find time for learning among daily duties. To bridge this gap, we seek support from outside counsel to develop specialised training for us. By sharing the pain points we face in our daily work and jointly developing the training content, we ensure that the training is highly relevant to our work. Finally, we view our relationship with law firms as extending beyond business matters to encompass social significance. For example, we recognise law firms that promote diversity through the Outside Counsel Diversity Award. By fostering a relationship where we mutually influence and support each other, we establish a long-term, positive partnership. FORUM PARTNERS IN LAW In an era of heightened market and geopolitical risks, general counsel are tasked with steering their businesses soundly through increasingly treacherous waters, and occasionally need extraordinary solutions from their law firms. GCs across sectors share what they look for in their external counsel. WHAT ARE SOME OF THE BEST PRACTICES THAT YOU’VE EXPERIENCED WITH YOUR OUTSIDE COUNSEL, AND WHAT WOULD YOU RECOMMEND THAT THEY DO TO MAINTAIN A GOOD WORKING RELATIONSHIP WITH IN-HOUSE TEAM? ALEXANDER SHAIK NADIM EL HAJ EMI TAKEDA
5 ASIAN LEGAL BUSINESS – JUNE 2024 WWW.LEGALBUSINESSONLINE.COM BRI EFS Image: LALAKA/Shutterstock.com Generative artificial intelligence (gen AI) has been touted as a game changer for private legal practitioners and corporate legal departments alike, as the AI boom has many predicting a revolution in how lawyers work. A potential future of automation promises to shake up all facets of the profession, from the training of junior lawyers to high-level drafting and reviewing work. According to the Future of Professionals Report published by Thomson Reuters, where 1,000 professionals in legal, tax and accounting, global trade, risk, and compliance in various organisations across Asia and emerging markets region were surveyed, 64 percent of professionals expected that AI will be transformative (35 percent) or have a high impact (29 percent) on their profession in the next five years. Law firms are chuffed by the prospects of supercharged productivity and streamlined workflow. At the same time, Big Law management dreads the fundamental challenges the groundbreaking technology poses to service delivery and established pricing models, as well as some of gen AI’s well-publicised risks, as the technology is still in relative infancy in the context of legal work. In comparison, more to the delight of in-house legal teams, which are bracing for unprecedented empowerment, chief legal officers are looking forward to heralding in a new era of corporate legal work characterised by automationcharged output, next-level efficiency, as well as reduced reliance on their external law firm partners on subject expertise and a more independent decision-making process. According to the Thomson Reuters report, with AI adoption on the rise and the pressure to reduce spending on external advisory services continued, more than half (56 percent) of the respondents surveyed believed that in-house departments themselves will carry out a greater proportion of legal work in the next 18 months. In addition, in the next 18 months to five years, 39 percent of respondents believed a lower proportion of work will be carried out by in-house departments. The report also showed that the introduction of AI has increased the appetite among in-house legal professionals for value-based or alternative pricing models from law firms, as AIassisted work can be charged on a fixedfee basis. This changing perspective is posing a fundamental challenge to the lucrative billable-hour pricing model serving as the bedrock of private practices, and cannibalising profit margins at Big Law. As a result, a vast majority of professionals surveyed (86 percent) believed there will be a rise in new pricing models over the next five years. The incoming revolution has called for a re-examination of how legal services should be delivered in the future as the adoption of gen AI by the legal profession continues to evolve and mature. “Beyond merely liberating professionals from mundane tasks, automation frees up valuable time for higherlevel work. Yet, the true opportunity lies in unlocking AI’s creative potential to deliver value that transcends our current imagination,” said the TR report. As such, legal professionals wary of the rise of AI may breathe a sigh of relief if they manage to adapt and upskill with creativity accordingly. In particular, only six percent of respondents believe that entry-level positions are expected to decline in the next 18 months. But that percentage shot up to a much higher 60 percent after the 18-month mark as three in five surveyed professionals anticipated a significant decrease in entry-level positions. That means AI training is poised to become more essential, especially in educating junior-level employees. Over half of the respondents agreed – 51 percent of them expected changes in how they will train junior employees in the next 18 months, with 49 percent expecting basic-level AI training to become mandatory within the same timeframe. However, surfing the AI waves might not be as smooth as anticipated due to still existing barriers hindering the pace of change. For law firms, that means weighing the return on AI investment carefully while keeping profitability intact. That’s no small feat, as evidenced in the survey results. According to the TR report, risk aversion and fear of change were ranked in the top three barriers to rapid AI adoption for over three in five professionals (64 percent). Their apprehension could be attributed to “the uncertainty surrounding the outcomes of adopting new technologies,” or “altering established practices, impeding the willingness to embrace innovation”, the report stated. Looking forward, there appeared to be only one way to go about it, as AI is set to be a force to reckon with. “The best way to get ready for the future is to deploy trusted and ethical technology, and actively advance AI use cases across industries,” concluded the report. WITH AI POISED TO REVOLUTIONISE LAW, LEGAL PROFESSIONALS NEED TO STEP UP
6 ASIAN LEGAL BUSINESS – JUNE 2024 WWW.LEGALBUSINESSONLINE.COM BRI EFS Since 2016, Vietnam has been aggressively combating corruption to attract foreign businesses. However, the ruling Communist Party has recently intensified its sweeping antigraft campaign to bolster one of Asia’s fastest-growing economies further, as multinational companies have pivoted to Vietnam to avoid escalating Sino-U.S. tensions. With a flurry of wide-ranging investigations forcing ousters of, and in some cases, capital punishment for, high-level executives and officials, the ones still left standing are toeing the line with heightened caution when it comes to approving procurement and foreign investment. WHY DID VIETNAM DECIDE TO TACKLE CORRUPTION? As the U.S.-China trade war prompted multinational companies to diversify their supply chains, Vietnam has emerged as an increasingly viable alternative to China for establishing manufacturing capabilities. However, rampant corruption, exacerbated by a lack of bureaucratic transparency and entrenched cronyism within the business system, has remained a severe lingering concern in the country. Dang The Duc, managing partner at Vietnamese law firm Indochine Counsel, believes the campaign serves a crucial purpose in enhancing the country’s business environment and economic performance in the long run. “Corruption has long been recognised as a significant barrier to economic growth, hindering private enterprise development and deterring foreign investment. Targeting to root out corrupt practices, the anti-corruption campaign is expected to create a fair and transparent environment conducive to economic activities,” says Duc. The anti-graft drive is also expected to improve Vietnam’s economic status by reducing the costs associated with corruption, according to Duc. “Specifically, the campaign lowers the costs associated with bribery expenses and informal payments. This enhances the financial performance of Vietnamese firms and bolsters their competitiveness in domestic and international markets,” says Duc. He added that more foreign businesses have been attracted to Vietnam since the campaign started as “investors are reassured by the improved business environment and reduced risks associated with corruption.” WHAT ARE THE CHALLENGES FACING FOREIGN INVESTORS? As the ruling Communist Party has tightened its grip on corruption, rank-and-file officials, gripped by bureaucratic anxiety, have exercised extra caution in approving foreign procurement and investment to avoid any perception of wrongdoing. As a result, many routine transactions in the country have been paralysed, causing shortages of essential goods, including drugs and medical products, and further dampening investor confidence in the country, according to Reuters. “The crackdown on corruption has made authorities more cautious and deliberate in their review of investment proposals, resulting in extended timelines for obtaining necessary approvals,” says Duc. “Foreign investors may face a myriad of challenges that significantly impact their operations and investment strategies. One prominent challenge is the slower legal approvals and delays in the deal approval process,” he adds. Certain sectors, such as real estate, natural resources, and infrastructure, also face tighter scrutiny due to their high economic significance and susceptibility to corruption. “This heightened scrutiny may cause disruptions in supply chains and project plans for foreign investors operating in these sectors. The additional regulatory scrutiny adds complexity and uncertainty to investment decisions,” notes Duc. Another aspect of the anticorruption drive is the political uncertainty it instigated. In one of the latest examples, Vietnamese President Vo Van Thuong resigned from his position after just over a year, marking another significant development in the ongoing anticorruption efforts. His departure followed that of his predecessor, Nguyen Xuan Phuc, who was also forced to step down during the antigraft crusade amid the pandemic. Image: Derek Brumby/Shutterstock.com HOW IS VIETNAM’S CORRUPTION CRACKDOWN IMPACTING INVESTORS? EXPLAINER u u
7 ASIAN LEGAL BUSINESS – JUNE 2024 WWW.LEGALBUSINESSONLINE.COM BRI EFS Duc believes the political uncertainty stemming from the anticorruption campaign has been posing another significant challenge for foreign investors. “The removal of high-ranking officials as part of the campaign has created a sense of instability within the political landscape, leading to concerns about policy paralysis and regulatory unpredictability,” says Duc. There are also concerns that the anti-graft campaign was weaponised by the authorities to target political rivals. The political motives could render the campaign arbitrary and could cloud investment prospects. HOW CAN FOREIGN BUSINESSES NAVIGATE THE CAMPAIGN? Lawyers believe businesses that can successfully demonstrate transparency, compliance with local laws, and thorough due diligence will more likely get the green light from officials unnerved by the optics of corruption. “Transparency is a top priority for authorities, especially in dealings involving foreign investment. Investors must ensure transparency in their financial sources and technical capabilities. This transparency helps demonstrate the legitimacy and credibility of the investment, DEALS $3.4 BLN Nippon Life Insurance’s acquisition of stake in Corebridge Financial Deal Type: M&A Firms: Debevoise & Plimpton; Latham & Watkins; Wachtell, Lipton, Rosen & Katz Jurisdictions: Japan, U.S. $2.6 BLN Take-private offer for Malaysia Airports Holdings Deal Type: M&A Firms: Weil, Gotshal & Manges; Wong & Partners Jurisdictions: Malaysia, U.S. $1.4 BLN Mitsubishi UFJ Financial Group’s acquisition of Link Administration Deal Type: M&A Firms: Gilbert + Tobin; Herbert Smith Freehills Jurisdictions: Australia, Japan $1.25 BLN Uber’s acquisition of Foodpanda Taiwan and investment in Delivery Hero Deal Type: M&A Firms: Freshfields; White & Case Jurisdictions: Germany, Taiwan, U.S. $1 BLN Chandra Asri consortium’s acquisition of Shell Energy and Chemicals Park Singapore Deal Type: M&A Firm: Latham & Watkins Jurisdictions: Indonesia, Singapore $835 MLN Carlyle Group’s offer to buy KFC Holdings Japan Deal Type: M&A Firms: Kirkland & Ellis; Mori Hamada & Matsumoto; Nagashima Ohno & Tsunematsu; Nishimura & Asahi Jurisdictions: Japan, U.S. $719 MLN Brookfield India Real Estate Trust’s acquisition of stake in Rostrum Realty Deal Type: M&A Firms: Cyril Amarchand Mangaldas; Khaitan & Co; Shardul Amarchand Mangaldas & Co Jurisdictions: India, U.S. $326 MLN CITY Developments Limited’s acquisition of Delfi Orchard Deal Type: M&A Firm: Rajah & Tann Jurisdiction: Singapore mitigating concerns about potential corruption or illicit financial activities,” says Duc. In addition, Duc points out that thorough due diligence on business partners and third-party suppliers is essential to mitigate risks of corruption or bribery. “Investors should conduct comprehensive background checks and assessments to ensure the integrity and credibility of their partners and suppliers,” says Duc. “This helps prevent potential involvement in corrupt practices and protects the reputation and interests of the investors,” he adds. u
8 ASIAN LEGAL BUSINESS – JUNE 2024 WWW.LEGALBUSINESSONLINE.COM BRI EFS APPOINTMENTS GLADI FEBRI ARGO LEAVING WilberForce Argo JOINING FKNK Law Firm PRACTICE M&A LOCATION Jakarta CELIA CHEAH CHIEW LAN LEAVING LAW Partnership JOINING Christopher & Lee Ong PRACTICE Intellectual Property LOCATION Kuala Lumpur MARINA CHUA LEAVING Amazon Web Services JOINING Bih Li & Lee PRACTICE Energy LOCATION Singapore JANNEY CHONG LEAVING RPC JOINING Robertsons PRACTICE Corporate Finance LOCATION Hong Kong AIK HUI CHUA LEAVING Squire Patton Boggs JOINING Campbell Johnston Clark PRACTICE M&A LOCATION Singapore TIARA KATRINA FUAD LEAVING Gobind Sing Deo & Co JOINING Lee Hishammuddin Allen & Gledhill PRACTICE White-collar crime LOCATION Kuala Lumpur RICHARD CHENG LI LEAVING I-Mab Biopharma JOINING Simmons & Simmons PRACTICE Healthcare, Life Sciences LOCATION Hong Kong (Reuters) Malaysia’s scandal-hit state fund 1Malaysia Development Berhad (1MDB) has filed a lawsuit against a top PetroSaudi International executive seeking the return of $1.83 billion invested in a joint venture, state news agency Bernama reported. The fund entered what would ultimately become a failed joint venture with PetroSaudi to develop oil fields in 2009. In a May 7 court filing to the Kuala Lumpur High Court, 1MDB alleged that PetroSaudi Chief Investment Officer Patrick Mahony aided several individuals, including former Malaysian Prime Minister Najib Razak and fugitive financier Jho Low, to misappropriate its funds. 1MDB also named law firm White & Case as a defendant in the suit, claiming that it acted on Mahony’s instructions to prepare purchase and loan agreements on behalf of PetroSaudi to deceive 1MDB, Bernama reported. Reuters was unable to reach Mahony for comment. White & Case did not immediately respond to a request for comment. The state fund is seeking for Mahony and White & Case to repay the $1.83 billion to it, among other damages. Lim Chee Wee Partnership, the Malaysian law firm representing 1MDB, confirmed the filing to Reuters. Malaysian and U.S. investigators estimate $4.5 billion was siphoned away, opens new tab from 1MDB following its inception in 2009, implicating Najib Razak, Goldman Sachs staff, and high-level officials elsewhere. AKIRA IRIE LEAVING Morrison & Foerster JOINING Isshiki & Partners PRACTICE Disputes LOCATION Tokyo SUNYOUNG KIM LEAVING Lee & Ko JOINING Baker McKenzie KLP JV PRACTICE Arbitration LOCATION Seoul MALAYSIA’S 1MDB SUES PETROSAUDI EXECUTIVE REUTERS/Olivia Harris
9 ASIAN LEGAL BUSINESS – JUNE 2024 WWW.LEGALBUSINESSONLINE.COM BRI EFS Even as China continues to exert economic influence across Southeast Asia and beyond with its Belt and Road Initiative, the United States and Japan struck a deal in April with the Philippines to jointly fund a massive infrastructure investment project spanning five regions, including the country’s capital region of Metro Manila, on the nation’s largest island. The Luzon Economic Corridor is the first project of its kind in the Indo-Pacific region under the U.S.-initiated Partnership for Global Infrastructure and Investment (PGI), which is being spearheaded by G7 nations to fund infrastructure projects in developing nations. The initiative is also seen as harbouring Washington and Tokyo’s interest to rein in China’s economic ambitions in the Indo-Pacific region. And the Philippines – America’s oldest ally in the region – is happy to jump onboard. “The corridor will support connectivity among Subic Bay, Clark, Manila, and Batangas as well as facilitate strategic, anchor investments within each hub in high-impact infrastructure projects, including rail, port modernisation, agribusiness, and clean energy and semiconductor supply chains and deployments,” the U.S. State Department said in a statement following the first meeting of the steering committee on May 22 in Manila. Notably, Batangas and Manila are big ports, and Subic and Clark are major economic zones, with the latter being former U.S. military bases until 1991. Edsel Tupaz, a senior partner at law firm Gorriceta Africa Cauton & Saavedra, expects that competition between companies in sectors such as construction, energy, and telecommunications will intensify as they begin seeking opportunities to tie up with foreign entities to increase their financial and technical capabilities. “The United States, one of the key drivers of the PGI, has expressed its intention to use the PGI to invest in ICT (information and communications technology) and transportation infrastructure, which it considers as high-impact projects that are necessary to sustain the growth of developing nations,” notes Tupaz. The Philippine government estimates that the economic corridor is expected to generate as much as $100 billion in investments from Japan and the U.S. over the next decade, which is promising ample demand in legal advisory in industries including logistics and transportation, semiconductor, and clean energy. To facilitate this surge of investments, local law firms may position themselves to be equipped with the necessary capabilities to handle engagements with foreign businesses related to projects funded by the economic corridor, says Tupaz. Therefore, law firms and lawyers providing advisory are required to manage large corporate matters that have inherent cross-border aspects, adds Tupaz, due to the expected increase in tie-ups between foreign and local businesses. Apart from legal expertise in public-private partnership, infrastructure, project finance, and general corporate services, Tupaz points out that lawyers with experience in corporate law will be needed to help foreign firms make strategic choices and minimise regulatory and tax exposure. “There is also a growing demand for lawyers who specialise in the evolving Environment, Social, and Government (ESG), and corporate services practice areas. Construction firms worldwide have become more sensitive to public and investor clamour for sustainable and environmentally friendly corporate practices,” notes Tupaz. As such, law firms should prepare themselves to be consulted on the various reportorial requirements, standards, and regulatory and fiscal incentives provided by various Philippine agencies for companies meeting ESG-related targets, Tupaz notes. And with construction projects naturally come disputes. As such, lawyers must also be capable to utilise ADR mechanisms and litigation to settle the disputes of their clients, adds Tupaz. “The recent passage of Republic Act No. 11966, or the new Public-Private Partnership Code, and growing popularity of alternative dispute resolution mechanisms as an alternative to litigation in court have generated greater demand for legal practitioners who specialise in construction arbitration,” he says. However, it’s worth noting that domestic law firms and lawyers are set to reap the most benefits from the growing pie in cross-border advisory work as the 1987 Philippine Constitution prohibits foreign lawyers from practising in the Philippines. “Japanese and U.S. investors will need assistance in dealing with Philippine nationality requirements. Select sectors of the Philippine economy and labour market are exclusively reserved for Philippine nationals or have limitations imposed on the participation of foreign nationals,” notes Tupaz. As a result, Tupaz believes the economic corridor project presents a great opportunity for local law firms to partner with foreign firms in order to extend their reach to multinational corporations. PLANNED LUZON ECONOMIC CORRIDOR BUOYS PHILIPPINE LEGAL MARKET U.S. President Joe Biden hosts Philippines President Ferdinand Marcos Jr. and Japan Prime Minister Fumio Kishida for a trilateral summit at the White House in Washington, U.S., April 11, 2024. REUTERS/Kevin Lamarque
10 ASIAN LEGAL BUSINESS – JUNE 2024 WWW.LEGALBUSINESSONLINE.COM BRI EFS Q&A ‘THE MALAYSIAN BAR MUST CONTINUE TO UPDATE ITS SERVICES TO KEEP UP’ In March, Mohamad Ezri was elected president of Malaysia’s Bar Council. Armed with the mandate of improving professional standards while spearheading reforms and innovation in the Southeast Asian country’s legal industry, Ezri shares with ALB how he aims to help take Malaysia’s law firms to the next level. ALB: What are the most pressing challenges facing Malaysia’s legal market and how do you plan to address those? MOHAMAD EZRI: As the newly elected president of the Malaysian Bar, my primary focus is on four key areas. Firstly, I am committed to enhancing our member’s welfare through improved professional development and support. Secondly, protecting the legal profession is crucial; this involves strengthening our advocacy, maintaining ethical standards, and enhancing public trust. Thirdly, I have established new committees to address emerging legal areas, which include, inter alia, the areas of technology and law, environmental law and human rights. Lastly, in accordance with the Legal Profession Act 1976, we will ensure compliance with professional standards, promote continuous development, carry out disciplinary functions effectively, and facilitate access to justice. These initiatives aim to strengthen the Malaysian Bar, support our members, and uphold justice and the rule of law. ALB: What role do you see the bar council playing in addressing emerging legal issues and technological advancements in the field? EZRI: The Malaysian Bar had long been aware of the implications and opportunities that come with technological advancements in the legal field. However, with the adoption of technology, accessibility of artificial intelligence, and increase in cyber security risks during the COVID-19 pandemic, it became apparent that the Malaysian Bar must continue to update its services to keep up with the ever-evolving cyber landscape. The Bar Council has established a few technology-related committees. This term, the committees that foster innovation and digital advancement in the legal industry include the Cyber and Privacy Laws Committee; the Legal Tech, AI and Sandbox Committee; the Ad Hoc Committee on Personal Data Protection; and the Intellectual Property Committee. Particularly, the Cyber and Privacy Laws Committee and the Legal Tech, AI and Sandbox Committee aim to promote the adoption of technology amongst legal practitioners, increase the awareness of legal practitioners and the public on technologyrelated issues, as well as strengthen technology, cyber and privacy laws in Malaysia. The Malaysian Bar has also organised many events for the legal industry, including seminars, forums and talks through its Committees and the Continuing Professional Development scheme to raise awareness among the Members of the Bar regarding the opportunities and risks that come with adopting technology in their course of work. Recent examples include the International Malaysian Law Conference 2023, the 3rd Conference on Corporate and Commercial Law (HCCLC) and the Conveyancing Practice Conference. The Bar Council also collaborated with the American Bar Association to conduct a 4-module Defending Digital Privacy in Southeast Asia Program in Malaysia. Some of these events are open to the public. In 2023, the Bar Council issued a Circular to all Members of the Bar on “The Risks and Precautions in Using Generative Artificial Intelligence in the Legal Profession, Specifically ChatGPT” to highlight the risks, precautions, and benefits of using Generative AI in the legal field. Additionally, the Malaysian Bar works closely with industry stakeholders and regulators to provide input and feedback regarding changes to legislation and policy on technology, cyber and privacy laws, such as amendments to the Communications and Multimedia Act and the enactment of the Cyber Security Act 2024. ALB: How can the Malaysian Bar Council best equip homegrown law firms to respond to market trends competitively against international players? EZRI: The Malaysian Bar Council (BC) can best equip homegrown law firms to respond competitively to market trends against international players by implementing comprehensive support programs. These programs may include providing access to specialised training and professional development opportunities, fostering collaborations with international legal experts for knowledge exchange, facilitating access to cutting-edge legal technology, offering guidance on international legal standards and practices, and promoting networking opportunities to expand business connections and market reach. Additionally, the BC can advocate for policies that promote a conducive business environment for local law firms to thrive and compete effectively on a global scale, as well as encouraging firms to adopt scale-up growth strategies for business acceleration. MOHAMAD EZRI
11 ASIAN LEGAL BUSINESS – JUNE 2024 WWW.LEGALBUSINESSONLINE.COM BRI EFS Singapore is taking steps to ramp up cybersecurity, with increased regulation and oversight. Singapore’s parliament recently updated its Cybersecurity Act, widening the scope of critical systems covered and increasing regulatory oversight to strengthen essential digital infrastructure and guard against evolving cyber threats to the country’s security, economy, and public services. The island nation first enacted the Cybersecurity Act in 2018 to regulate critical information infrastructure (CII) and establish a national framework for cybersecurity. Since then, rapid technological changes and a shifting threat landscape have driven the need for reforms. Following a review by the Cyber Security Agency of Singapore (CSA) and public consultation on a draft bill between December 2023 and January 2024, parliament passed the Cybersecurity (Amendment) Bill on May 7 this year to broaden protections for Singapore’s digital economy and infrastructure. The new move introduces several expansions to the Act’s scope and oversight powers. As aggregation and sharing of digital services across borders become increasingly common, the definition of CII will be updated to incorporate virtual systems and CIIs located overseas. This may include “a multinational company that provides essential services in Singapore by relying on its computer systems overseas or on system infrastructure owned by a third-party vendor or affiliate,” say Lim Chong Kin and Anastasia Su-Anne Chen of Drew & Napier. Lim is managing director of the firm’s Corporate & Finance practice group and head of the Data Protection, Privacy and Cybersecurity group, while Chen is a director in the latter practice group. Lim was recently named as Southeast Asia Data Privacy and Protection Lawyer of the Year at the ALB SE Asia Law Awards 2024. Most notably, the act will regulate new categories of critical digital assets, including owners of systems of temporary cybersecurity concern (STCC), entities of special cybersecurity interest (ESCI) and major foundational digital infrastructure services providers (FDI). Companies must take steps to “review their internal processes, keeping in mind the notification and risk assessment obligations” under the Act, say Lim and Chen. “If multinational companies are designated as providers of essential services, which are responsible for thirdparty-owned CII, they should obtain legally binding commitments from the third party who owns the CII to adhere to prescribed standards relating to cybersecurity, so that they can discharge their duties under the Act,” they add. Specifically, providers of essential services relying on third-party-owned CIIs “will be required to notify the commissioner of any change in the beneficial or legal ownership of the third-partyowned CII, and any prescribed cybersecurity incident involving the third-partyowned CII,” they explain. The amendments will strengthen the CSA’s oversight and enforcement powers over regulated entities, with reporting requirements for cyber incidents expanded to include impacts beyond just the CII itself. In particular, owners of designated critical systems “should be cognisant of the expanded incident reporting obligations under the amended Act,” according to Lim and Chen. The updates “additionally require the reporting of incidents that affect other computers under the owner’s control, and computers under the control of a supplier that are interconnected with or communicates with the CII,” they say. They add that organisations categorised as “FDI service providers or ESCI will follow a light-touch regime.” While both entities will need to notify regulators of cybersecurity incidents “that have a significant impact on their business operations in Singapore, designated FDI service providers will have reporting obligations related to incidents that result in a disruption or degradation to the continuous delivery of its FDI services in Singapore,” say Lim and Chen. In addition to the updated Cybersecurity Act, the planned introduction of the Digital Infrastructure Act (DIA) in Singapore is intended to “regulate systems that would have a systemic impact in the event of disruptions,” including data centres, cloud services, banking platforms, transportation apps and digital identity networks, Lim and Chen say. Though details have yet to be released, they anticipate the DIA will impose “incident reporting requirements as well as baseline resilience and security standards.” Moreover, resilience oversight will extend beyond cybersecurity to also “address threats from misconfigurations in technical architecture to physical hazards such as fires, water leaks and cooling system failures,” Lim and Chen say. To prepare for potential regulation, they advise companies to “conduct a risk assessment of their digital infrastructure, benchmark their resilience and security posture against international standards, and review their internal mechanisms to manage and escalate security incidents.” SG RAMPS UP NATIONAL CYBERSECURITY WITH EXPANDED PROTECTION LAWS Image: Anucha Tiemsom/Shutterstock.com
12 ASIAN LEGAL BUSINESS – JUNE 2024 WWW.LEGALBUSINESSONLINE.COM F INTECH The innovative force of fintech has been sweeping across Southeast Asia as the fast-growing region embraces technological disruption with open arms. Ever since the IPO of rock-star Indonesian tech company GoTo burst the fintech scene wide open, tech startups have been dreaming of reaching skyrocketed valuations as their countries continue to cruise towards digitalisation. However, the momentum driving the industry seemed to have reached a critical juncture as concerns of overvaluation have put fintech companies in doldrums. Fintech startups in the region have been bracing for potential funding challenges and market consolidation. between the buyer and seller, and thus introducing opportunities to look at distressed assets. “Fintechs would need to look at new opportunities so that they do not enter a market which is already crowded, particularly with potentially shorter runways from a funding perspective,” adds Magnus. Another area that has been gaining the favour of fintech companies is digital tokenisation, especially with Singapore being a cautious aspirant for the region’s virtual assets hub. Digital tokenisation refers to the process of documenting an asset’s ownership rights utilising blockchain technology, which in theory, could give rise to permissionless liquidity and boost efficiency by reducing transactional friction compared to traditional assets. “Digital tokenisation is garnering wide discussion with technology players, small fintech companies and larger financial institutions being interested in the potential of greater liquidity on a cross-border basis. This is a space which will grow,” observes Magnus. Chong also underscores the tokenisation of real-world assets, such as real estate and artworks, as a trend that has the potential to become mainstream in the fintech realm, boasting the prospects of fractional ownership and increased liquidity. “Financial institutions are working to democratise access to high-value assets and create new investment opportunities for a broader range of individuals. Tokenisation also presents an opportunity to enhance fund distribution and facilitate secondary market trading of fund shares, to facilitate greater efficiencies in the industry,” notes Chong. Other notable developments include embedded finance, which involves integrating financial services into non-financial platforms. Such “The current macroeconomic environment presents several significant challenges for fintech startups in our jurisdiction, including heightened regulatory scrutiny, access to capital, and maintaining operational resilience,” says Grace Chong, head of financial services regulation at Drew & Napier in Singapore. Stephanie Magnus, principal of financial services regulatory and fintech practices at Baker McKenzie Wong & Leow in Singapore, expects potential consolidation and an increase in M&A activity in sectors including the payments space. That will partly be driven by the closing gap of valuation expectations INNOVATION UNLOCKED The era of technology is currently prevailing, with Southeast Asia emerging as a prominent hub for fintech. However, even the leading markets for groundbreaking fintech startups are facing challenges due to economic instability and increased regulatory scrutiny. Fintech lawyers discuss significant developments and regulatory playbooks in the industry, particularly with the integration of artificial intelligence. BY SARAH WONG Image: CHOKCHAI POOMICHAIYA/Shutterstock.com
13 ASIAN LEGAL BUSINESS – JUNE 2024 WWW.LEGALBUSINESSONLINE.COM F INTECH platforms enable businesses to offer banking, payments, lending, and insurance services directly within their ecosystems by utilising application programming interfaces (APIs) linked to their financial partners. Notable examples include an e-commerce merchant providing insurance, a coffee shop app that offers oneclick payments, or a department store’s branded credit card. “This trend is driven by the demand for seamless and convenient financial services within everyday applications,” says Chong. It also marks a fundamental shift from traditional banking and fintech models by tapping into the unbanked population at an unprecedented scope. OUTSIDE THE SANDBOXES When it comes to fintech regulations, Etelka Bogardi, Asia head of fintech and financial services regulatory at Norton Rose Fulbright in Hong Kong, observes an increase in regulatory activity both in the front-end (policymaking) and at the back end (investigations). Chong believes the heightened emphasis placed on consumer protection has been underpinning the fintech regulatory playbook, which encompasses data privacy, transparency, and fair treatment. This trend poses several challenges for fintech startups, Chong says, which must now implement robust consumer protection frameworks to comply with stringent regulations. Requirements including ensuring data security, obtaining clear and informed consent from consumers, and providing transparent information about products and services have all become essential to ensure compliance. In addition, data privacy and security have also increasingly come into the regulatory horizon, with aspiring fintech hubs Singapore and Hong Kong both introducing robust protection of personal data privacy. As such, “Fintech startups must invest in advanced cybersecurity measures and develop comprehensive data management policies to meet these regulatory demands, which can be resource-intensive and complex to implement,” says Chong. Bogardi believes the major challenges testing fintech startups is the actual deployment within existing regulatory frameworks, which includes licensing issues (and associated cost) and the feasibility of cross-border models. All in all, “New licensing regimes as well as business conduct and consumer protection measures mean that previously unregulated players need to quickly get up the curve in terms of compliance know-how and spend,” she says. Supportive government policies characterised by financial assistance, streamlined visa processes for international talent, regulatory sandboxes and clear regulatory guidance would be conducive in keeping fintech players in line without suffocating innovation, adds Bogardi. AI IN FINTECH With generative AI (gen AI) coming into play in almost every aspect of the economy, the fintech industry has been gearing up to harness its prowess. Magnus notes that there will be interest to see how to leverage AI opportunities to introduce efficiencies within the fintech space. Magnus’ observation on the nexus of AI and fintech is shared by Chong. Specifically, Chong points out that AI and machine learning are already being leveraged for various applications, including fraud detection, personalised financial services, credit scoring, and risk management. These transformative technologies enhance decision-making processes and improve customer experiences by providing tailored solutions, she says. “AI systems, particularly those using natural language processing (NLP), can process and integrate regulatory changes 60 per cent faster than manual methods. However, while the integration of AI in the financial services industry is inevitable, it is essential to proactively address the accompanying challenges,” notes Chong. One of those challenges falls on the proliferation of data, which heightens the risk of leaks or breaches especially in data-intensive fintech applications. Other pivotal issues include the ethical application of AI in the financial sector, which has further accentuated the need for regulatory responsibility. “Resilience is a significant concern, and financial institutions must have robust contingency plans if their third-party providers fail,” says Chong. “Accountability and governance are also a top priority for regulators, emphasising the need for clear responsibility frameworks.” Bogardi of Norton Rose Fulbright points out that while the trend of fintech leveraging AI is not necessarily new, the underlying large language models (LLMs) have expanded the availability of the technology to a much broader portion of market participants veering towards complete automation. What is new, in such case, is seeing AI-driven fintech platforms operate in replacement or on behalf of the user. “This means a lot of the regulation on wealth managers, financial advisers, accountants, and even other professional services in the financial sector will need to translate to the technology automating such services,” says Bogardi. “It also brings new and interesting questions as to regulation, for example, in relation to robo-advisers,” she adds. “AI systems, particularly those using natural language processing (NLP), can process and integrate regulatory changes 60 per cent faster than manual methods. However, while the integration of AI in the financial services industry is inevitable, it is essential to proactively address the accompanying challenges.” — Grace Chong, Drew & Napier
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