EXHIBITOR SPONSOR SUPPORTING ORGANIZATION OVERVIEW TOPIC HIGHLIGHTS OVERVIEW The ALB SE Asia In-House Legal Summit will be returning on 15th May 2024, live in Singapore. The summit is an all-in-one platform for legal, compliance, and risk professionals seeking to be up-to-date with the latest trends and recent industry developments. The summit will feature the following 5 key focus areas: • Data Protection & Supply Chain Disruption • Litigation and Disputes Resolutions • Mergers & Acquisition (M&A) • Governance, Risk & Compliance (GRC) • Technology Disruptions – Legal Operations The summit uncovers the evolution of the GC’s role and provides the opportunity to rethink your operations to align with everchanging business requirements. This 1-day event will equip you with the necessary knowledge and strategies to prepare for the exciting year ahead. 15 MAY - SINGAPORE ALB SE ASIA IN-HOUSE LEGAL SUMMIT 2024 TOPIC HIGHLIGHTS The Big Picture: Legal Outlook For 2024 • Greenwashing And Green-Hushing: Is Sustainability Becoming Unsustainable For Companies? • Navigating M&A Opportunities Amidst Macroeconomic Ambiguity • Legal & Ethical Challenges In the Age of Generative AI • Litigation Preparedness Bootcamp - Trends And Lessons For 2024 • Safeguarding Against Third-Party Sanctions Risks • Tackling Corruption and Fraud Across Borders • Managing Supply Chain Disruptions and Disputes - The Post-Pandemic Story • Building The A-team In Legal Operations SPONSORSHIP ENQUIRIES Amantha Chia (65) 6973 8258 SPEAKING OPPORTUNITIES Nafilah Noor (65) 6973 8921 WEBSITE Asian Legal Business is delighted to invite you to its inaugural ALB Thailand Corporate Compliance Forum, which is slated to happen on 6th March 2024 as a LIVE event in Bangkok, Thailand! The ALB Thailand Corporate Compliance Forum is a premier event designed exclusively for professionals in the legal sector who are responsible for managing compliance and mitigating risks. This event provides a unique platform for legal compliance and risk experts to gather, exchange insights, and stay ahead of the rapidly evolving legal landscape. The forum aims to explore challenges and discuss topics such as international compliance challenges, financial & anti-money laundering issues, cybersecurity, and many more. 6 MARCH - BANGKOK ALB Thailand Corporate Compliance Forum 2024 Thailand & Asia Compliance & Anti-bribery Landscape • Transparency & Open Government Data as Keys to Anti-Corruption Strategies in Thailand • Digital Anti-trust Laws - Walking That Thin Line with AI • A third-party Infraction Has Occurred - What’s Next? • Hidden Risks in Foreign Investments - Do You Have It All Covered? • Navigating Ever-Changing Financial Crime Threat Landscape • RegTech, Big Data, and AI Showcase - Utilising Legal Tech to Gain an Edge in Real-Time Money Laundering and Enhance Internal Compliance Practices • ESG Revolution: What Role Should Compliance Play? • A Day in a Compliance Professionals’ Shoes - Common Challenges and Best Course of Action SPONSORSHIP ENQUIRIES Amantha Chia (65) 6973 8258 SPEAKING OPPORTUNITIES Nafilah Noor (65) 6973 8921 WEBSITE

1 ASIAN LEGAL BUSINESS – JANUARY-FEBRUARY 2024 WWW.LEGALBUSINESSONLINE.COM COVER STORY 16 Innovation unleashed It has been barely a year since generative artificial intelligence (Gen AI) entered the mainstream, and since then, it has swiftly and comprehensively captured the imaginations of business leaders and the public like no other emerging technology till date. Companies realise that if they don’t get on board now, they risk getting left behind. By Ranajit Dam Plus: - Microsoft HK Limited FEATURES 14 New dawn Japan has become the region’s new PE darling, bolstered by favourable monetary policies and government initiatives, market and regulatory reforms, and its unique socioeconomic development. And lawyers are bullish about the country’s PE activity going into 2024. 20 ALB Singapore Firms to Watch 2024 Singapore’s dynamic legal landscape is witnessing a surge in boutique firms that have distinguished themselves from the pack. These firms are challenging traditional models by offering specialised expertise, personalised service, and innovative approaches to legal challenges, making them ones to watch in the years to come. Like in previous years, ALB continues to highlight impactful boutique firms that have carved their own niches and made waves in the market. 24 Capital times on D-Street It’s been a recordsetting year for India’s IPO market, and law firms have reaped the benefits, representing issuing companies and lead managers. And the party isn’t expected to end any time soon: Lawyers believe there is a lot more is to come in 2024 despite the upcoming general elections. 28 ALB Indonesia Rising Stars 2024 In its annual feature, Asian Legal Business celebrates the next generation of legal talent in Indonesia. These high-performing lawyers are not only delivering impressive results but also winning rave reviews from satisfied clients. 32 Safe harbours Offshore jurisdictions like Jersey, Cayman Islands and BVI last year passed legislation that indicated they were welcoming virtual assets service providers (VASPs). Lawyers share that this will allow VASPs to anchor in the said jurisdictions despite increased regulatory burdens, compliance costs and stringent penalties. 36 Open horizons The increased liberalisation of markets in the Philippines is driving more international business and law firms to its shores, as the legal market prepares for increased billing, growing in-house capabilities and a talent war. BRI EFS 3 The Briefing 4 Forum 7 Deals 9 Q&A 10 Appointments CONTENTS 14 New dawn Image: giggsy25/

2 ASIAN LEGAL BUSINESS – JANUARY-FEBRUARY 2024 WWW.LEGALBUSINESSONLINE.COM Asian Legal Business is available by subscription. Please visit 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 BRAVE NEW WORLD What a difference 12 months can make. Around this time in 2023, many of us had just started playing around with generative AI, but even as ChatGPT was generating parody songs and fan fiction in a matter of minutes, leaders around the region were contemplating how best to make use of this exciting, if untested, new technology. Fast forward to now, and the generative AI revolution is well and truly underway. Across industries, even in those that are highly regulated, companies have been working with generative AI to see how best its power can be harnessed to improve productivity, lower costs, and – most importantly – unleash innovation. In a sense, AI offers us a respite from the drudgery of low-value work, and instead helps us focus on what matters the most, and what will make the most impact in the long run. In that sense, using our first issue of 2024 to spotlight the power of generative AI in a variety of industries, including legal, was an absolute no-brainer. The cover story hears from leaders at some of the region’s most well-known organisations – including Jardine Matheson, HSBC, Linklaters, and Microsoft – who discuss not only their experiences of using generative AI, but also the benefits it has brought them, and the lessons that they would like to share with their industry peers. I believe companies that are currently in an earlier stage of their AI journey would benefit a lot from hearing from them. And this is only the beginning. Throughout the year, we will continue to make AI an integral part of our editorial coverage, as we know this will be a topic of discussion for some time to come. In August last year, a Thomson Reuters survey of more than 1,200 individuals found that 67 percent of respondents believe AI will have a transformational or high impact on their profession in the next five years. Generative AI has come a long way in a very short time; one can only imagine the profound impact it will have in the years to come. RANAJIT DAM Managing Editor, Asian Legal Business, Thomson Reuters HEAD OF LEGAL MEDIA BUSINESS, ASIA & EMERGING MARKETS Amantha Chia MANAGING EDITOR Ranajit Dam ASIA JOURNALIST Sarah Wong ASIA WRITER Nimitt Dixit RANKINGS AND SPECIAL PROJECTS EDITOR Wang Bingqing COPY & WEB EDITOR Rowena Muniz SENIOR DESIGNER John Agra TRAFFIC/CIRCULATION MANAGER Rozidah Jambari SALES MANAGERS Hiroshi Kaneko Japan (81) 3 4520 1192 Jonathan Yap Indonesia, Singapore (65) 6973 8914 Krupa Dalal India, Middle East, Singapore (91) 22 6189 7087 Romulus Tham Southeast Asia (65) 6973 8248 Steffi Yang South and West China (86) 010 5669 2041 Steven Zhao China Key Accounts (86) 10 6627 1360 Yvonne Cheung China Key Accounts, Hong Kong and Korea (852) 2847 2003 SENIOR EVENTS MANAGER Julian Chiew SENIOR EVENTS MANAGER, AWARDS Tracy Li

3 ASIAN LEGAL BUSINESS – JANUARY-FEBRUARY 2024 WWW.LEGALBUSINESSONLINE.COM THE BRIEFING: YOUR MONTHLY NEED-TO-KNOW HALF OF JAPAN FIRMS Percentage of U.S. associates who were women last year, according to data from the National Association for Law Placement. This is the first time that women outnumbered men. (Reuters) Around half of Japanese firms are looking at reviewing or restructuring their businesses to boost corporate value, including acquisitions, a Reuters survey showed, amid a push for companies to improve governance. The survey results are the latest sign of concrete actions companies in the world’s third-largest economy are looking to take to overhaul their businesses and boost corporate value. The Tokyo market has hit its highest in three decades on expectations companies will boost shareholder returns through unwinding of crossholdings, share buybacks and other measures. With nearly half of listed companies trading below book value, the Tokyo Stock Exchange is putting pressure on firms to review their use of capital, publishing a list of those with plans to put pressure on laggards. While the TSE lists companies that have compiled or considering action plans, the Reuters survey shows measures being considered. Just under a third said they were looking at combining their core businesses with other companies through M&A. 50.3 PERCENT LOOK AT RESTRUCTURING TO BOOST PERFORMANCE IN THE NEWS Elevate has signed a deal with Ashurst to build and operate the Ashurst Advance Global Delivery Centre in Krakow, Poland. The GDC, Ashurst’s third after Glasgow and Brisbane, will supports service lines such as due diligence and contract management. “YOU ARE ON THE VERGE OF SPENDING SOME TIME IN THE LOCKUP. NOW SIT DOWN, MS HABBA.” QUOTE UNQUOTE Over 60 U.S. legal departments earned 2023 Mansfield Certification by prioritizing diversity, considering at least 50% historically underrepresented individuals for leadership roles, according to Diversity Lab, which designed the two-year certification. U.S. District Judge Lewis Kaplan, who is overseeing Donald Trump’s defamation trial brought by E. Jean Carroll, threatens to send Trump attorney Alina Habba to jail after she interrupts him. IN THE NEWS (Reuters) The U.S. legal industry has already seen a flurry of new law firm mergers in 2024, as Kilpatrick Townsend & Stockton on Wednesday became the latest to announce a combination with a smaller firm. Atlanta-founded Kilpatrick said it will add more than 55 lawyers in Chicago from a firm called HMB Legal Counsel. Kilpatrick entered the Chicago legal market in March 2023, in part through a tie-up with another small firm. Several U.S. law firm mergers were announced in January following an uptick of law firm deals in 2023. Phoenixfounded midsize firm Fennemore Craig said that it will expand into Seattle through a combination with 12-lawyer Savitt Bruce & Willey. Other new tie-ups include Buffalo-founded Barclay Damon absorbing Washington, D.C.-based firm Shapiro, Lifschitz & Schram. Kilpatrick said the deal with HMB will increase its corporate practice and presence in Chicago. U.S. LAW FIRMS BULK UP WITH MORE MERGERS IN THE NEW YEAR Proportion of U.S. in-house counsel with executive coaching who are identified as a GC successor, according to a Barker Gilmore report. The figure for those without coaching is 26 percent. 35%

4 ASIAN LEGAL BUSINESS – JANUARY-FEBRUARY 2024 WWW.LEGALBUSINESSONLINE.COM BRI EFS CHITANONG POOMIPARK, chief legal officer, Dusit International I am committed to ensuring that we proactively identify and address potential challenges to safeguard the Dusit Group’s operations. Here is an overview of the key risks we foresee, and the mitigation measures we are implementing: Regulatory compliance: Evolving regulations in the hospitality industry may pose compliance challenges. Our legal team stays abreast of legislative changes, and engages in ongoing compliance training, to ensure proactive adherence to all relevant laws. Cybersecurity threats: Increasing sophistication of cyber threats target customer data and business operations. We have invested in robust cybersecurity measures, conducted regular vulnerability assessments, and prioritised employee training to enhance awareness and resilience against potential cyber-attacks. Health and safety concerns: Ongoing health and safety concerns, including potential outbreaks, affect our workforce and guests. We have established comprehensive health and safety protocols and keep monitoring global health trends. Environmental and sustainability challenges: Concerns about environmental impact and sustainability are growing. We are committed to sustainable practices, regularly assess our environmental impact, and collaborate with suppliers who share our commitment to eco-friendly initiatives. In conclusion, our legal team is dedicated to staying vigilant, proactive, and agile in addressing the dynamic landscape of risks in the hospitality and related sectors. We maintain a robust risk management framework and foster a culture of compliance and adaptability to be well-prepared for challenges that 2024 may present. DORIS CHEN, head of legal APAC and India, dsm-firmenich Asia, with its complexity and indispensability, continues to be a critical market for multinational companies (MNCs). General Counsels (GCs) in this region navigate a labyrinth of multi-language environments, diverse ethical customs, and unpredictable regulatory systems. As we transition from the tumultuous year of 2023 into another uncertain year in 2024, the role of GCs in Asia is poised to evolve significantly. In 2024, geopolitical and economic tensions are expected to persist, if not worsen, impacting the regulatory environment and adding layers of complexity. Trade tensions between major economies, for instance, could lead to fluctuating tariffs, export controls, and other regulatory measures directly affecting MNCs in Asia. GCs must be prepared to address the legal implications of these broader geopolitical dynamics. The increasing focus on environmental, social, and governance (ESG) issues presents another dimension of challenges for GCs. Stakeholders, including investors, customers, and employees, demand greater accountability and transparency on ESG matters. GCs must collaborate closely with other C-suite executives to develop and implement strategies that align with these principles. The integration of ESG and AI-based digital transformation is becoming a relevant strategy for managing business value and sustainability in corporate green management operations. Moreover, the digital transformation of businesses is a pivotal challenge for GCs. They must adapt to the rapidly evolving business landscape and equip themselves and their teams with legal technologies such as AI, e-discovery tools, and contract management tools. The identification of financial FORUM BULLETPROOFING THE FUTURE The year 2024 is shaping up to be one that combines optimism and caution. Geopolitical contagion and economic headwinds continue to cloud companies’ planning, while market optimism and bullish prospects on emerging technologies ignite hope for better days ahead. General counsel share with ALB the risks they perceive, and how they plan to hedge against them. AS A GENERAL COUNSEL, WHERE DO YOU SEE THE BIGGEST RISKS IN 2024, AND HOW ARE YOU AND YOUR TEAM LOOKING TO MITIGATE OR GUARD AGAINST THESE RISKS? CHITANONG POOMIPARK DORIS CHEN DANIEL CHOO JASMINE KARIMI

5 ASIAN LEGAL BUSINESS – JANUARY-FEBRUARY 2024 WWW.LEGALBUSINESSONLINE.COM BRI EFS risk paths under digital transformation is crucial for enterprises in various countries, emphasising the need for GCs to develop risk management strategies in the new digital era. In China, there’s a saying that “opportunity coexists with challenge.” The evolving regulatory landscape in Asia indeed presents challenges for GCs but also offers opportunities to demonstrate their expertise in navigating complex legal and compliance challenges. Proactive monitoring, interpretation, and mitigation of legal and regulatory risks are essential. GCs should conduct analysis of the legal and regulatory risks faced by specific countries and regions, labelling each risk according to the probability of occurrence and consequences. Short-term and long-term risk mitigation plans should be developed based on this labelling system and reviewed periodically. Traditional risk management in many companies has been arbitrary, often reactive rather than proactive. However, risk management should not rely on intuition or wait for risks to materialise. A proactive approach is necessary for managing and preventing risks. GCs, in coordination with other stakeholders, can provide strategic guidance to their organisations, enabling them to seize opportunities while effectively managing complex legal and regulatory risks in the region. In conclusion, the role of GCs in 2024 will be more crucial than ever. As proactive risk managers, they will be at the forefront of guiding their organisations through the intricate web of legal and regulatory challenges, leveraging opportunities, and ensuring sustainable growth in the dynamic Asian market. DANIEL CHOO, Asia Pacific general counsel, Bruker Singapore One of the main challenges in the Asia-Pacific (APAC) region is navigating the complex geopolitical landscape while adhering to evolving legal norms, particularly in areas like compliance, data privacy/ protection, export control, and AI regulation. APAC’s varied legal systems and regulatory complexities demand an in-depth understanding of each country’s legal nuances. Crucial areas of attention include staying current with new legislation, such as China’s Personal Information Protection Law (PIPL), India’s Digital Personal Data Protection Act, and AI-specific rules, with a particular emphasis on laws involving crossborder data transfer. Additionally, awareness of laws with extraterritorial implications is crucial. The realm of export control is tightening, requiring the legal team’s guidance to maintain compliance in business transactions. Our approach is rooted in proactive risk evaluation and mitigation, encompassing consistent training and updates for both the legal department and key business units, alongside the development of comprehensive compliance frameworks. This proactive, knowledgeable stance empowers the legal team to adeptly tackle these complexities, ensuring our operations comply with both regional and international regulations, thereby protecting our organisation’s interests in the APAC region. JASMINE KARIMI, APAC assistant general counsel & regional counsel, FMC Corporation The VUCA world we live in is marred by increasing risks and no region is spared. The biggest risks I see are in the: – Continuously evolving regulatory landscape, with new laws and amendments being introduced, making compliance a moving target. especially as regulators are now also focused on securities, anti-money laundering efforts, cybersecurity, digital economies, data governance, and more. – New geopolitical climate is forcing us to act globally but survive locally and be agile and pivot at a moment’s notice. – A surge in cyber-attacks and data breaches is no longer a remote risk but one which all organisations need to be cognizant of. – Unknown impact from generative AI and how best to harness it within organisations. Some mitigation steps that we continue to take are: – Balancing between full compliance against the risk of enforcement, juggling country/region prioritisation and type of risk against budget allocations. – Staying plugged into industry trends, speaking with peers to gauge where we sit, benchmarking our efforts, and cascading that internally with leadership to engage more proactively and less reactively. – Leveraging legal ops to generate operational efficiency, thereby allowing the team bandwidth for more business partnering vs conventional legal work. – Instilling deeper growth mindset and agility within the team to be ready to pivot as needed. – Having robust contingency and response plans in place in the event of cyber-attacks and data breaches. – Ensuring that the guardrails around use of Generative AI are realistic and shifting while not running afoul of regulations or our compliance obligations.

6 ASIAN LEGAL BUSINESS – JANUARY-FEBRUARY 2024 WWW.LEGALBUSINESSONLINE.COM BRI EFS SINGAPORE LOOKS TO TAKE LEAD IN ETHICAL AI GOVERNANCE Ever since generative artificial intelligence (Gen AI) has taken large parts of the world by storm last year, policymakers and regulators globally have been playing catch-up with the rapidly evolving technology that is poised to reshape existing ways of work and life. In Singapore, which has always been walking a tightrope between innovation and regulations when it comes to emerging technologies, the aspiring regional tech hub has been taking the lead in crafting guidelines governing the use of AI with a focus on personal data protection and ethical application. “Singapore’s regulators take a measured and pragmatic approach towards addressing AI-related issues,” say Lim Chong Kin, head of the telecommunications, media and technology practice at Drew & Napier; and Cheryl Seah, a director of the same practice group at the Singapore Big Four firm. While noting that the government has not yet taken the step to make legislative amendments, the duo point out that different governmental agencies and departments have crafted a series of guidelines. For example, the Infocomm Media Development Authority introduced the Model AI Governance Framework as far back as January 2019 to ensure the responsible implementation of AI development and use by organisations. Even the Ministry of Health has caught up and introduced the Artificial Intelligence in Healthcare Guidelines. Lim and Seah note that Singapore’s regulators have enjoyed a close partnership with the industry, as they believe that no single entity (government, industry or research institute) holds all the answers on how best to regulate the use of AI. “Many of Singapore’s key AI documents – e.g. the Model AI Governance Framework, as well as AI Verify (an AI Governance Testing Framework and Toolkit) – were developed in consultation with the industry,” say Lim and Seah, adding that a series of public consultations were also conducted to seek public feedback on the use of AI in biomedical research, and how personal data may be used to develop and deploy AI systems. However, given the varying nature and requirements of different industries, it’s challenging to build an AI testing framework that can factor in the full spectrum of risks and accommodate an exhaustive range of applications. Due to the nascent nature of this technology, even defining what AI is, and hence what constitutes an AI system, can be no easy feat. Other challenges in AI regulations include ensuring that “it is not prohibitive for businesses (especially small businesses) to comply with the testing processes (especially if testing is mandated before the AI system can be put on the market),” say Lim and Seah. “And if external auditors are to have a role in AI testing processes, to ensure that they are qualified/accredited. Regulators will thus need to develop deep expertise in this area too.” One of the reasons that regulators are tasked with charting AI governance frameworks with an acute sense of urgency is the key risks stemming from the use of AI applications, which has been on the rise exponentially. Lim and Seah highlight intellectual property (IP) as one of the key areas where these risks associated with generative AI are drawing scrutiny and sparking controversies. Take, for instance, copyrighted material used to train the AI model without the consent of the copyright holders. “Singapore’s Copyright Act 2021 has provisions concerning fair use (section 190) as well as for computational data analysis (section 244), although some academics have taken the view that section 244 will not apply to AI that has a generative rather than analytical function,” Lim and Seah note. No court Image: Ivan Kurmyshov/

7 ASIAN LEGAL BUSINESS – JANUARY-FEBRUARY 2024 WWW.LEGALBUSINESSONLINE.COM BRI EFS decisions have been made yet locally, nor have Singaporean regulators laid out their position in a definitive manner on this matter. The pair also cite the Personal Data Protection Act (PDPA) as an important page in Singapore’s AI regulatory tool book. The PDPA imposes certain obligations on organisations when it comes to the collection, use, and disclosure of personal data, regardless of technology. In addition, when the question of liability arises in scenarios where the application does not perform as expected, causing physical harm, financial loss, or intangible harms like discrimination, Lim and Seah believe existing tort and contract law principles have the answers. “The unique features of AI - it is a black box and can learn from experience without being explicitly programmed - may pose some challenges to these principles, but the common law develops incrementally and flexibly, and we are confident that our courts will be able to deal with it,” they say. “Singapore already had a case (Quoine Ptd Ltd v B2C2 Ltd [2020] SGCA(I) 02) which dealt with algorithms executing contracts without involving DEALS $14.9 BLN Nippon Steel’s acquisition of U.S. Steel Deal Type: M&A Firms: Milbank; Ropes & Gray; Wachtell, Lipton, Rosen & Katz Jurisdictions: Japan, U.S. $4.9 BLN Sekisui House’s acquisition of MDC Holdings Deal Type: M&A Firms: Brownstein Hyatt Farber Schreck; Morrison Foerster; Paul, Weiss, Rifkind, Wharton & Garrison Jurisdictions: Japan, U.S. $4.7 BLN Japan Investment Corp’s offer to buy Shinko Electric from Fujitsu Deal Type: M&A Firms: Davis Polk & Wardwell; Mori Hamada & Matsumoto; Nishimura & Asahi Jurisdiction: Japan $3.3 BLN Royal Golden Eagle’s acquisition of Vinda International Holdings Deal Type: M&A Firm: Norton Rose Fulbright Jurisdictions: Hong Kong, Indonesia $2.5 BLN Data Infrastructure Trust’s acquisition of American Tower Corp’s India operations Deal Type: M&A Firms: S&R Associates; Talwar Thakore & Associates Jurisdictions: India, U.S. $2.2 BLN Taiwan Cement Corporation’s investment in OYAK’s cement business Deal Type: M&A Firms: Esin Attorney Partnership; Sullivan & Cromwell Jurisdictions: Turkey, Taiwan $1.5 BLN Maruti Suzuki India’s buyout of Suzuki Motor Gujarat from Suzuki Motor Corporation Deal Type: M&A Firms: Nagashima Ohno & Tsunematsu; Saraf and Partners; Shardul Amarchand Mangaldas Jurisdictions: India, Japan $1 BLN Highways Infrastructure Trust’s acquisition of 12 road projects from PNC Infratech Deal Type: M&A Firms: Shardul Amarchand Mangaldas; Trilegal Jurisdiction: India humans, although the program in that case was deterministic (i.e. it will always produce the same output with the same input and not develop its own responses to varying conditions). It would be interesting to see how the principles apply to AI where it is non-deterministic,” add Lim and Seah. At the end of the day, the pair is confident that regulators are flexible and can simply just amend the legislation as the situation evolves. “Ultimately, the responsible use of AI is what is important, more so than how the use is regulated,” they say.

8 ASIAN LEGAL BUSINESS – JANUARY-FEBRUARY 2024 WWW.LEGALBUSINESSONLINE.COM BRI EFS With global businesses and investors growing weary of China’s anaemic economic rebound and geopolitical upheaval, Southeast Asia has continued to solidify its standing as a key regional destination for dealmaking. While 2023 didn’t match the highs of 2022, either in terms of deal value ($129.8 billion versus $90.6 billion) or volume (1,278 versus 933) – as per research from Mergermarket, White & Case, and ION Analytics) – last year dwarfed 2021 in terms of number of deals, and beat both 2019 and 2020 in terms of total amount. Topping the Southeast Asia deal table in 2023 was the Vietnam-based EV maker VinFast’s $23 billion SPAC deal with Black Spade Acquisition, according to LSEG data. That transaction contributed a fourth of the global volume last year, according to a PwC report. Coming into 2024, lawyers are looking ahead to another notable year for M&A in the region, particularly as it begins to shrug off the cobwebs. Jon Nair and Tan Teng Sen, corporate and finance directors at Drew & Napier, point out that recession concerns and rising interest rates have resulted in a slow recovery in dealmaking as buyers exercise greater caution amid higher financing costs and market volatility. “We expect such trends to continue into the first quarter of 2024, as investors continue to scrutinise larger deals more carefully, and to consider lowermiddle market deals which require less financing more attractive,” add Nair and Tan. However, they believe the excessive amount of dry powder is one of the reasons to be optimistic about Southeast Asia’s M&A prospects. “Given that prospective sellers facing a liquidity crunch due to the economic climate may be forced to divest businesses at deflated valuations, we expect that investors may take this opportunity to acquire previously inaccessible targets. As interest rates are expected to fall in 2024, we may also see more blockbuster deals in 2024 compared to 2023,” they add. Singapore has been turbocharging Southeast Asia’s M&A momentum as the city-state participated in 353 deals, including the sale of a 36-percent stake in Singapore’s Halcyon Agri Crop to China Hainan Rubber Industry Group at $1.3 billion. Indonesia and Vietnam have also been driving deal activities, each involved in over 110 deals. One of the main deal drivers in these jurisdictions, PwC concluded in its report, is reforms that ramped up their attractiveness to foreign direct investment (FDI), such as Vietnam’s Law on Investment. Nair and Tan, however, call for caution, urging companies to take note of FDI regulations and assess whether such regulations would apply to their transactions in view of factors such as the target’s industry or sector and the stake being acquired. For example, Singapore’s recently passed Significant Investments Review Bill aims to regulate investments into and control over entities critical to Singapore’s national security interests. “Companies should also take note of antitrust regulations, especially given the increase in active enforcement of competition laws in Southeast Asia,” note Nair and Tan. For instance, “the Malaysia Competition Act 2010 is being amended to make it more extensive and to bring Malaysia’s competition law in line with international practices, by introducing a merger control regime and enhancing the investigation and enforcement powers granted to the Malaysia Competition Commission.” From the sector perspective, technology-related deals continue to dominate activities in Southeast Asia, with over 200 deals announced in 2023. The region’s growing appetite for green energy and related infrastructure has also fed the M&A pipeline in industrial and energy sectors, as evidenced by the VinFast deal. In 2024, Nair and Tan expect sectors such as technology, healthcare and renewable energy to be ripe for dealmaking due to the increasing focus on digital transformation, health technology and healthcare delivery systems and environmental sustainability. “There has also been a rise in M&A activities within the real estate, hospitality and oil and gas sectors in 2023, which is likely to continue in 2024,” they say, adding that Indonesia, Malaysia, Thailand, Vietnam and the Philippines are expected to contribute significantly to Southeast Asia M&A activities in the rest of the year. In order to capitalise on the momentum and achieve inorganic growth and transformation for organisations, Nair and Tan believe it is key for in-house counsel to keep up to date on changes in relevant laws, regulations, and policies which may affect their transactions; and to be aware of transaction solutions such as warranty and indemnity insurance to mitigate any deal risks. “Separately, in-house counsel should be ready to advise on deal structures, payment mechanisms and completion arrangements such as earnouts, deferred consideration payments or rollover equity consideration (which are commonly used to mitigate a buyer’s risks),” they add. SE ASIA POISED FOR ROBUST M&A YEAR AS TECH, ENERGY SECTORS DRIVE DEALMAKING Image: stockvit/

9 ASIAN LEGAL BUSINESS – JANUARY-FEBRUARY 2024 WWW.LEGALBUSINESSONLINE.COM BRI EFS Q&A ‘TO ADAPT TO THESE CHANGES, LAWYERS MUST REINVENT THEMSELVES’ Lisa Sam, who founded and runs her own law firm in Singapore, was recently elected as the first female president of the Law Society of Singapore in two decades. Sam shares with ALB her plans for prompting the organisation and enhancing the profession as well as how to nurture the best talent to serve Singapore’s legal industry. ALB: Tell us a bit about your vision for the Law Society of Singapore. Lisa Sam: My recent Opening of the Legal Year message emphasises reinvention. We will build upon the strong foundation of trust, cultural awareness, and clientcentric values inherent to the Singapore lawyer. We will strengthen the Singapore Lawyer brand by enhancing our alternative dispute resolution initiatives, upskilling, and reskilling in emerging practice areas, and ensuring robust succession planning covering younger to senior lawyers. I aim to cultivate a dynamic legal profession, proudly showcasing the Singapore lawyer brand globally. This has to be a collective effort of the Bar. ALB: What are some key trends and developments you’ve seen in the Singapore legal market? Sam: The Singapore legal landscape is undergoing significant transformations due to the impact of the COVID-19 pandemic and the rise of Generative AI. To adapt to these changes, lawyers must reinvent themselves. One key trend and development in the Singapore legal market is the increasing use of alternative dispute resolution. The Law Society will offer a broader range of opportunities for Singapore lawyers to act as arbitrators, mediators, and neutral evaluators to resolve commercial and community disputes. Another global development is the rise of Generative AI. The Law Society has established an AI Working Group to investigate the potential impact of AI on legal practice in Singapore for the short, medium and long term. I have also recently spoken to lawyers from international bar associations on a few occasions about the challenges posed by AI. This is an important area for all lawyers. We plan to hold a series of dialogues to share developments in AI with other foreign bar associations on their impact on legal practice and how the public can use AI tools safely. ALB: How are you envisioning the Singapore legal market will adapt to rising legal demands from regional economic activities? Sam: In response to the rapidly evolving Singapore legal market, the Law Society is actively addressing emerging practice areas to reshape the legal landscape. Continuous upskilling and reskilling are vital to empowering lawyers in this dynamic, fluid, and evolving environment. Key growth areas include family wealth advisory, focusing on guiding family businesses through generational transitions; environmental, social, and governance (ESG), with our recently-launched Sustainability Apex Programme (together with the Institute of Singapore Chartered Accountants) to build lawyers’ capability in advising on sustainability matters; digital assets, organising training sessions for lawyers to handle matters involving blockchain and digital assets; legaltech, exploring the impact of generative AI on the legal landscape; and sports law, developing expertise in dispute resolution, sports governance, and athlete protection. ALB: What are some of the issues facing lawyers in Singapore right now? Sam: An ongoing concern within Singapore’s legal community is the theme of succession planning, and I would like to delve into this issue by considering the perspectives of both the young and the seasoned members. For our younger lawyers, juggling financial responsibilities, achieving work-life balance, and honing practical skills are top priorities. Acknowledging these challenges, the Law Society has introduced a new mentorship scheme, and facilitated confidential dialogues on ethics, practice areas, mental wellbeing, and career growth. We will also leverage technology to provide networking opportunities through webinars and conferences with global bar associations. Beyond supporting our newer members, our senior colleagues hold a wealth of experience and invaluable guidance. In the new multi-generational workplace, it is necessary to maintain a strong and sustainable connection between the senior lawyers and our younger lawyers. To this end, we will introduce a Directory to connect aspiring lawyers with established mentors, fostering law firm creation and facilitating reverse mentoring. We will also focus on programs to help senior lawyers navigate the changing practice environment, ensuring that they will continue to make valuable contributions in the evolving legal landscape. Additionally, we will explore models of successful ageing by seeking insights from seasoned lawyers who are keen to share their experiences with the wider legal community. I firmly believe that offering comprehensive support to both our young and senior members will enhance their ability to navigate the evolving legal landscape collaboratively and adroitly to uphold the legal profession’s core values of professionalism, integrity, and justice. LISA SAM

10 ASIAN LEGAL BUSINESS – JANUARY-FEBRUARY 2024 WWW.LEGALBUSINESSONLINE.COM BRI EFS APPOINTMENTS CALVIN CHOW LEAVING PC Woo & Co JOINING Harneys PRACTICE Disputes LOCATION Hong Kong DANIEL GAW LEAVING Dechert JOINING WongPartnership PRACTICE Disputes LOCATION Singapore HANNY MARPAUNG LEAVING HHP Law Firm JOINING ADCO Law PRACTICE Capital Markets LOCATION Jakarta SAMUEL KOLEHMAINEN LEAVING Herbert Smith Freehills JOINING K&L Gates Straits Law PRACTICE Aviation LOCATION Singapore BENJAMIN LOHR LEAVING Clifford Chance JOINING Herbert Smith Freehills PRACTICE Private Equity LOCATION Hong Kong DUC NGUYEN LEAVING Herbert Smith Freehills JOINING K&L Gates Straits Law PRACTICE Aviation LOCATION Singapore BONNIE YUNG LEAVING Mayer Brown JOINING Han Kun Law Offices PRACTICE Capital Markets LOCATION Hong Kong SINGAPORE’S A&G ENTERS CHINA WITH NEW OFFICE IN SHANGHAI Singapore Big Four law firm Allen & Gledhill has opened a new office in Shanghai, its first in the PRC as well as outside the ASEAN region. The new office expands the firm’s regional network, which also includes offices in Myanmar and Vietnam and an alliance with Rahmat Lim & Partners in Malaysia. Allen & Gledhill also recently split with its erstwhile Indonesia alliance partner, Soemadipradja & Taher, and is set to launch a new Jakarta alliance firm called AGI Legal, helmed by newly promoted partner Aris Budi Prasetiyo. This network will “enable us to provide clients in China and ASEAN with a comprehensive suite of legal services throughout Asia,” Allen & Gledhill said in a statement. The Shanghai office will advise on general corporate, M&A, joint venture, banking and finance, real estate, private equity and wealth, arbitration and compliance. These services are delivered by locally qualified lawyers with experience in cross-border matters, the firm added. The office launch comes at a time when Singapore firms have been pursuing a regionalisation strategy. In September last year, Drew & Napier’s regional law network, Drew Network Asia, added Thailand’s largest law firm, Tilleke & Gibbins, as a member. Two smaller firms, JTJB and PDLegal, also announced expansions in Thailand. Allen & Gledhill was one of five foreign law firms allowed to set up representative offices in China, according to an announcement from the country’s Ministry of Justice in June last year. The others were HFW and Morgan, Lewis & Bockius (both Shenzhen), Malaysia’s Ricky Tan & Co (Haikou) and Cyprus’ Areti Charidemou & Associates (Chongqing). RYAN TOU LEAVING Allen & Overy JOINING White & Case PRACTICE Capital Markets LOCATION Hong Kong KENIX YUEN LEAVING Gall Solicitors JOINING Lewis Silkin PRACTICE Disputes LOCATION Hong Kong

11 ASIAN LEGAL BUSINESS – JANUARY-FEBRUARY 2024 WWW.LEGALBUSINESSONLINE.COM BRI EFS The ongoing tensions in the Middle East have put international shipping companies on tenterhooks as tit-for-tat missile strikes have turned the Red Sea into a high-risk zone for transit, clogging global trade and snarling supply chains. The United States and the United Kingdom have been heating up retaliatory attacks against the Iran-backed Houthi rebels, which continued to target cargo ships going through the Red Sea as part of an escalation of the ongoing Israel-Hamas conflict in Gaza. These deepening hostilities have essentially strangled the crucial waterway, which is responsible for some 15 per cent of international trade. And to avoid the missile-plagued Red Sea, shipping companies are being forced to go around the southern tip of Africa to commute between Europe and Asia – lengthening their journey by about 25 percent – which is resulting in soaring transportation and operational costs. Joel Cockerell, a commodities and shipping partner at Squire Patton Boggs in Singapore, has observed “a significant number of vessel operators and owners re-routing their ships, where possible” while some of the largest ship owners in the world “have stopped sending their ships through these areas, citing crew and vessel safety concerns.” Under these extraordinary circumstances, detouring seemed to be a logical choice. But that might not be an option for some ships due to the terms of the charterparty and/or the location of the load or discharge port for the particular voyage, according to Cockerell. “This is a challenge for shipping companies as the threat is constantly evolving,” says Toby Stephens, a Singapore-based shipping partner at HFW. He tells ALB that the legal remedies of these situations “depend upon the precise contractual wording in their charterparties and their insurance policies.” Cockerell’s team has been advising clients transiting and discharging/ loading in these contested areas on the obligations of owners and charterers, which he points out will be governed by the terms of the charterparty. Those include obtaining a letter of indemnity from charterers “in relation to any and all costs, losses and/or expenses that may arise or be incurred as a result of complying with charterers’ orders, including in connection with transiting the Red Sea and/or Gulf of Aden,” he says. Ship managers and the master or crew should also carry out a voyagespecific risk assessment and implement appropriate measure having regard to the finding of that risk assessment. “This can result in changing the vessel route, the timing of passages through specific areas, the use of armed guards and making the ship more difficult to attack,” adds Cockerell. The soaring danger of transit through the Red Sea and significant risk exposure have also fuelled the price of war risk insurance premiums and hardened terms for war risk quotes for shipments through the choke point. “War risks insurance is currently still available for vessels transiting the Red Sea and the Gulf of Aden. However, the cost of obtaining such insurance has increased, and continues to increase,” says Cockerell, while noting that it could be more “problematic” for vessels with links to Israel, including those from the U.S. and the UK, to obtain such insurance. The premiums had risen to around 1 percent of the value of a ship from around 0.7 per cent as the Houthi attacks on merchant vessels increasingly grew indiscriminatory, according to Reuters. The additional costs may justify a route deviation through southern Africa if permitted by the charterparty as “war risk costs are usually passed to charterers under the war risks clause, where incorporated into the charterparty,” notes Cockerell. As the threats on international vessels show no immediate signs of receding, lawyers believe one of the ongoing core cruxes confronted by shipping companies is whether a vessel can deviate after being given orders to proceed through the Red Sea and/or Gulf of Aden. “For vessel owners, the question they are concerned about is whether they can refuse those orders without the vessel being placed ‘off-hire’ and/or facing a claim for damages,” says Cockerell. Stephens of HFW also anticipates that “disputes will develop” based on prior experience in similar situations. While gaining a clear understanding of the terms of the charterparty, commercial discussions and agreements with charterers at an early stage could very well avoid costly disputes down the line, lawyers concede that there’s only so much they can do. “Should Operation Prosperity Guardian (the U.S.-led military operation) fail to achieve its goals, it may result in a situation where shipping in the Red Sea and Gulf of Aden essentially ceases,” Cockerell warns. SHIPPING LAWYERS TRY TO GUIDE CLIENTS THROUGH RED SEA CRISIS Image: AUUSanAKUL/

12 ASIAN LEGAL BUSINESS – JANUARY-FEBRUARY 2024 WWW.LEGALBUSINESSONLINE.COM BRI EFS In a stark contrast to international law firms, PRC law firms – even the giants amongst them – have traditionally been characterised as domestic players, dotting the vast internal market with offices and creating a self-sustaining ecosystem. And given the mainland’s distinct legal system, market rules and cultural norms, these firms have always seemed to prefer holding the home advantage against foreign players trying to crack the China market. But that appears to have changed in recent years, with some of the biggest names in the PRC legal industry extending their reach overseas. One of the notable cases is Han Kun Law Offices, which, in the span of a few months, has set up outposts in Singapore and New York to meet the needs of clients. Mike Chiang, a corporate partner versed in handling foreign direct investments and cross-border disputes in both countries, will be primarily responsible for the office operation and recruitment “based on client needs”, Han Kun tells ALB. Han Kun’s New York office is the firm’s latest overseas foray and its first in the United States, which came at a time when the tense China-U.S. relations appeared to have slightly eased after the leaders of the world’s biggest economies met in November. Perhaps catching the whiff of a potential détente enabled by Beijing’s bid to boost outbound investment, JunHe has also expanded its foothold across the Pacific. The Red Circle firm has launched an office in Seattle, its third U.S. outpost and the second on the West Coast. “Our New York office is three time zones away, and our Silicon Valley office mainly focuses on intellectual property. Our Seattle offices focus more on corporate and compliance work for our West Coast clients, especially those from Asian communities, big or small. They would be served better because of its proximity to Asia,” says JunHe, adding that its Seattle office is more focused on “entrepreneurship.’ Partner Adam Li will be the only lawyer stationed in Seattle for the moment. Li is a corporate and commercial law specialist advising on crossborder joint ventures, distribution and licensing arrangements, amongst other areas, in sectors including automobile, bioscience, and manufacturing. Peter Zeughauser, a legal consultant at Zeughauser Group, believes a significant U.S. presence for elite Chinese firms will become a key element – and a secret weapon - in crafting a successful global brand, which is something that more and more PRC law practices have started to contemplate on if not already act towards. “Other Chinese firms may feel that having a modest representative office in the U.S. is integral to their strategy of being a leading Chinese firm,” says Zeughauser. “Either way, having astute boots on the ground in the U.S. will help Chinese firms gain insights into, and keep their finger on the pulse of, how geopolitical tensions and tightening regulatory scrutiny will impact their Chinese clients.” But to penetrate the world’s most lucrative legal market is not an easy feat, with costs being one of the biggest stumbling blocks that have long bedevilled even the Magic Circle firms across the Atlantic, says Zeughauser. For PRC firms looking to tap into the U.S. domestic talent pool, they might be headed for a tough salary war. “The biggest risk (for PRC firms in the U.S.) will be the inability to compete for local talent with the top U.S. firms. The failure to compete will eviscerate their ability to attract the most important work from the best clients - the clients who can afford to pay the top rates that generate profits high enough to compensate top talent,” says Zeugahuser. At the moment, both Han Kun and JunHe are running lean teams in their new U.S. offices. Han Kun says the staffing of its New York office will be based on “client needs, skill requirement and the intensity of assignment.” JunHe states that the size of its Seattle office “will be determined by the market” and the office’s performance. However, with foreign direct investment into China seeing a decline in the past year, and the U.S. government tightening scrutiny on outbound and inbound investment from China, particularly in strategic sectors – many of which Seattle is home to, there’s no doubt about the risks involved. “That was exactly why we started this office with a very small operation, with one but seasoned and well-rounded lawyer with a lot of international experience,” responds JunHe. “That gives us flexibility to stay connected, and the opportunities to work with our friend firms in the U.S., national or local, to provide full-service support,” the firm adds. “The cultural differences between Chinese and U.S. firms are significant,” says Zeugahuser. “I don’t think we have answers yet as to how those will play out, but the cloud they present will stifle the efforts of Chinese firms to attract the best clients and matters in the U.S.,” he adds. COST, TALENT CONSIDERATIONS LOOM AS PRC FIRMS MAKE U.S. FORAYS Image: metamorworks/