China Business Law Journal presents the results of our inaugural awards for prominent in-house counsel in China. Richard Li reports
For the past 10 years China Business Law Journal has been reporting on the crucial role played by in-house counsel in crafting deals and managing the complex legal structures that underpin the success of their organizations. During this time, the prominence of China-based in-house legal teams has increased markedly, yet the recognition they receive is still not commensurate with the immense contribution they make.
To redress this situation, and meet strong demand for an independent and impartial assessment of the work undertaken by in-house legal teams, China Business Law Journal is proud to present the inaugural CBLJ In-house Counsel Awards. This initiative has been undertaken to raise the profile of in-house counsel and give them much-deserved recognition for their achievements. Unlike lawyers in private practice, in-house counsel are required not only to have first-rate legal acumen, but also to fully understand, and play a leadership role in, the operation of their companies. We hope these awards will encourage the continued development of in-house legal teams and promote awareness within the legal and business professions of the tremendous value they bring to their organizations.
Faced with the challenge of objectively assessing the achievements of in-house lawyers and legal teams at domestic and international companies across China, we conducted an extensive survey of our readers in China and beyond, asking them to nominate the teams and individuals that deserve recognition. We received more than 1,000 nominations from Chinese and foreign private practice lawyers, in-house counsel and senior business executives. After scrutinizing the nominations, we reached out to the shortlisted in-house counsel with a detailed questionnaire about their responsibilities and professional achievements in the past year.
The awards are split into individual and team awards, and then into practice area and industry categories. For teams, practice area categories include: Banking & Finance; Capital Markets; Compliance; Data Protection; Dispute Resolution; Intellectual Property; Mergers & Acquisitions; Restructuring; and Securitization. Team industry categories include: Aviation, Logistics & Shipping; Consumer & Retail; Education; Energy & Natural Resources; Healthcare & Life Sciences; Industrials; Insurance; Internet & E-commerce; Media, Entertainment & Sports; Real Estate & Construction; and Technology & Telecoms.
For individual awards, practice areas include: Capital markets; Compliance; Data Protection; Dispute Resolution; Intellectual Property; Mergers & Acquisitions; Restructuring; and Securitization. Individual industry categories include: Aviation, Shipping & Logistics; Construction & Infrastructure; Consumer & Retail; Energy & Natural Resources; Financial Services; Healthcare & Life Sciences; Industrials & Chemicals; Internet & E-commerce; Media, Entertainment & Sports; Real Estate; and Technology & Telecoms.
To select the winners, our editorial team then evaluated the responses across several key performance parameters. Our award categories include In-house Team of the Year and General Counsel of the Year, as well as highly commended teams and individuals in key practice areas and industry sectors. We also identify 10 up-and-coming in-house lawyers in our Rising Stars category. We are confident that the results provide an authoritative benchmark of excellence for China’s in-house legal profession, and we offer our whole-hearted congratulations to all the winners.
|In our survey we asked respondents to rate the teams and individuals on several key performance parameters. We evaluated individual and team nominees on the basis of the following criteria:|
|Performance parameters for individuals|
|Breadth of jurisdiction/practice areas/industries|
|Performance parameters for teams|
|Team depth and strength|
|Breadth of jurisdiction/practice areas/industries|
|Use of technology|
|Impact and significance|
Given the constraints of space, it is difficult to reveal every important achievement of all the winners. Therefore, we chose to highlight some of the significant achievements of a selection of winners. Meituan Dianping general counsel Song Zhe, who was adjudged the General Counsel of the Year, has built an enviable legal team at Meituan, growing the group from dozens of employees to nearly 100. A highlight of his tenure was the Meituan Hong Kong public offering in September 2018. The deal, which kicked off in March 2018, was successfully completed in a short period of six months. The legal department also released independent privacy policies for all consumer products and services of Meituan to improve technical protection of users’ personal information.
“Song Zhe and his litigation team are able to effectively and rapidly respond to emergencies and protect the interest of the company by active response to litigation, initiation of proceedings and other means, including legalizing new employment modes by judicial decisions and arbitration awards,” says Andrew Zhang, a Beijing-based senior partner at Commerce & Finance Law Offices. “In this way, the legal department creates a stable legal environment for the business operations of Meituan.”
Song is also the winner in the Internet & E-commerce industry sector category, and highly commended in the Data Protection, Capital Markets, and M&A categories. His team is also highly commended in the Capital Markets and Internet & E-commerce categories.
Chinese conglomerate JuneYao Group’s legal and compliance team won the In-house Team of the Year award. A notable achievement of the team was providing legal assistance to JuneYao’s cross-shareholding deal with China Eastern Airlines – the two companies participated in each other’s non-public offering, and JuneYao transferred part of the shares of JuneYao Airlines to China Eastern Airlines.
“Throughout this cross-shareholding project, our team encountered lots of legal issues that are hardly ever encountered by most corporate counsel,” says Hope Hang, general counsel of JuneYao Group’s legal and compliance team.
“For example, we needed to judge whether such a cross-shareholding with China Eastern Airlines, a giant in the airline industry, meant we needed to do concentration filing according to relevant antitrust regulations,” she says. Hang is highly commended for her expertise in the Aviation Logistics & Shipping, and Capital Markets categories. The JuneYao team is also highly commended in the Capital Markets, Securitization, Industrials, Education, and Aviation Logistics & Shipping categories.
Lu Yuping, legal director of TOTO (China), is appreciated for his understanding of the sanitary ware industry. “Lu has developed original and insightful views on the legal matters concerning IP determination and protection in the sanitary ware industry. His open-mindedness and ability to take others’ perspectives enable him to give explicit and persuasive instructions on all legal advice we offer,” says Simon Tsi, the Beijing-based managing partner of Chang Tsi & Partners.
Lu is a winner in the Intellectual Property category, and highly commended in the Industrials & Chemicals category. His team is also highly commended for their work in Intellectual Property.
Su Wang, the vice-president and head of the legal and IP group of JD.COM, is the winner in the Data Protection category. In May 2018, the EU General Data Protection Regulation (GDPR) came into effect, significantly impacting internet companies running businesses in Europe. Prior to GDPR, the legal and IP group of JD.COM published the first all-round analysis of GDPR in China. In the meantime, the legal and IP group overhauled the overseas e-commerce website of JD.COM for compliance in accordance with GDPR.
Su’s team is the winner in Internet & E-commerce, and is highly commended in Data Protection and Intellectual Property.
Xu Xiaobin, legal director of JA Solar, is the winner in the Energy & Natural Resources and Restructuring award categories. JA Solar privatized and delisted from the Nasdaq in 2018. Its plan of backdoor listing on the A-share market was approved with conditions by the China Securities Regulatory Commission (CSRC) in September 2019. In this line of capital operation, Xu and his team members offered legal support throughout the successful privatization and swiftly dismantled the overseas red-chip structure of JA Solar within three months of the privatization.
In October 2018, Haier Smart Home became the first Chinese company to list on the China Europe International Exchange (CEINEX), in what has come to be known as a D-share offering. This offering worth about €278 million (US$308.4 million) of D-share stocks kicked off the A+D (A and D-share offerings) listing mode.
According to Sibyl Yang, global general counsel and chief compliance officer of Haier Smart Home, “China and Germany have different securities regulation environments and, therefore, there was no precedence for this IPO on the D-share market, either at the regulation level or the execution level.”
Led by Sibyl Yang, the legal team of Haier was able to tackle many new legal problems encountered in the process. Yang is a winner in the Industrials & Chemicals and Capital Markets categories, and was highly commended for her M&A work.
Shanghai Electric Power’s legal team is a winner in the Energy & Natural Resources category, and Wu Ming, the utility’s chief legal counsel, is the Compliance category winner and is highly commended in the Energy & Natural Resources, Dispute Resolution and M&A categories. Shanghai Electric Power’s legal services sharing centre, officially set up in October 2018, was the first of its kind in central state-owned enterprises. Serving as a law practising platform for in-house legal counsel, the legal services sharing centre further enhances the professionalism and intensification of in-house legal services.
Tony Shang, general manager of the legal department of Agile Group, and his team were clear winners in the Real Estate category for individuals, and Real Estate & Construction category for teams, respectively. What is also notable about Agile’s legal team is its fantastic rate of success in dispute resolution. Shang and his team handled 3,743 new lawsuits or arbitration cases within the whole group between January 2018 and February 2019, with a total value of about RMB1.2 billion (US$171.4 million). Impressively, the legal team won 96.93% of the self-represented cases and 99% of active litigation cases. In 2018, the legal team recovered about RMB249 million for the company through active litigations and saved about RMB80 million for the company in passive litigations.
This outstanding record made Shang the winner in the Dispute Resolution category, and he was also highly commended for his M&A expertise. His team was highly commended in the Securitization category.
Peter Su, general counsel for Tsinghua Tongfang, and his team helped the company in a number of complicated and important transactions, and in executing several strategic partnership agreements, making him the winner in the Mergers & Acquisitions (M&A) category. Some of the notable deals Su and his team led were: Tongfang Financial Holdings’ (a wholly owned subsidiary of Tsinghua Tongfang) acquisition of shares in Guodu Securities; Cool Clouds’ (a wholly owned overseas subsidiary of Tsinghua Tongfang) acquisition of a 27.62% stake in China Medical & Healthcare Group; and Universal Axis’ (a wholly owned overseas subsidiary of Tsinghua Tongfang) investment into Tiancheng International Investment.
Su was also highly commended in the Internet & E-commerce, Healthcare & Life Sciences, and Capital Markets categories.
China Resources Enterprise’s general counsel, David Cheng, and his team swept the Consumer & Retail categories, winning both the individual and team awards. Among their standout deals was the long-term strategic partnership arrangement with Heineken, the second-largest brewer in the world, in August 2018, which involved the transfer of shares, antitrust filings, IP licensing, regulation of a listed company and other legal affairs, and was subject to regulations of China and Hong Kong, and the listing rules of Euronext. A highlight of the deal was how Cheng and his team co-ordinated with various departments in the course of their antitrust review and obtained unconditional approval from China’s State Administration for Market Regulation faster than the market average.
Jiang Jingjing, a Hong Kong-based partner of King & Wood Mallesons, says: “We have been providing legal services for establishment of the consumer goods US dollar funds of China Resources Enterprises for the past three years. In the process, we have gained a full perspective on the professionalism and dedication of every member of the legal department of the company, and especially Cheng, who as the general counsel replied to emails, attended teleconferences, asked substantial questions and proposed solutions from time to time. Cheng played an irreplaceable role in the smooth closing of the deal.” Cheng is also highly commended in the Restructuring and Mergers & Acquisitions categories, and his team is highly commended in the Intellectual Property category.
Ma Yihan, vice president and general counsel of Perfect World Investment & Holding Group, won the Media, Entertainment & Sports category and was highly commended in Intellectual Property, while her team was highly commended for their expertise in Media, Entertainment & Sports. The legal department of Perfect World supported the successful organization of the Dota 2 Asia Championship, CSGO Asia Championship and other large-scale e-sports tournaments. Its services concern the intellectual property of the championships and their whole-process operation. According to Ma, legal service for e-sports competitions is a cutting-edge field.
“The Perfect World team is one of the few professional legal teams that are capable of independent legal support to the world’s top e-sport competitions,” she says. “It has co-ordinated the introduction, determination, protection, licensing and safeguard of multiple IPs involved in e-sport competitions.
“It has also provided legal support for issues involving venues, competitors, artists, performances, tickets, insurances, and live broadcasting and rebroadcasting in relation to e-sports competitions.”
Under Aaron Shao, the Greater China head of legal at Abbott, the company’s Greater China legal team played a big role in ensuring compliance with China’s new cybersecurity law across different business units in China. This included a huge data-mapping exercise related to how the company collects, processes, stores and transfers data in and out of China. With such early efforts, Abbott’s in-house team set the standard for a robust programme complying with the cybersecurity law – a model that other multinational companies are following. Their work led Shao and his team to win the Healthcare & Life Sciences category for both individual
and team awards.
Beijing Capital general counsel Shao Li and her team helped enhance the risk prevention and control ability of this infrastructure company. With project companies and investment teams valuing investment more than operations, and valuing pre-contract affairs more than post-contract management, Shao and her team actively pushed forward to establish a legal risk prevention and control mechanism covering the whole life cycle of a project. With this mechanism, legal counsel can participate in the whole process of investment, construction and operation, identify legal risks in each stage, and make layout and plans in advance.
Shao is a winner in the individual Construction & Infrastructure category, and is highly commended in Dispute Resolution and M&A.
The legal department of China Literature, led by general legal counsel Wang Zheng, assisted the company in its acquisition of 100% of equity in New Classics Media. In this acquisition, Wang and his team were required to pay attention not only to legal issues relating to investment but also to those regarding compliance of listed companies. Given that New Classics Media would become a part of China Literature, Wang and his team reviewed the materials in advance and proposed a framework agreement of related-party transaction that was applicable to the target, so as to avoid the problems relating to related-party transactions.
Wang is highly commended in Internet & E-commerce, Intellectual Property, Compliance and Dispute Resolution. His team is highly commended in the Securitization category.
Dong Jianjun, general manager of the legal affairs department at Industrial and Commercial Bank of China (ICBC), and his team successfully handled a number of cross-border major risk events and effectively helped the ICBC mitigate legal and reputation risks. Dong and his team also saved substantial losses and maintained the reputation of the ICBC by directly tackling some litigation cases against the bank and its branches. Their work recovered non-performing assets, overcoming numerous challenges in maintaining the bank’s asset quality and stability. Dong is a winner in the individual Financial Services category, and is highly commended in Dispute Resolution. His team wins the Banking & Finance category, and is highly commended in Capital Markets and Dispute Resolution.
The legal department of Sinochem International Corporation, led by Allen Jiang, won the coveted Mergers & Acquisitions category and is highly commended for their work in the Restructuring and Industrials categories. The team played an important role in the process of all investments, financing and equity sale transactions of Sinochem and its group entities. Some of its top deals included: the outright sale of its subsidiary Sinochem Logistics; the issue of US$300 million worth of five-year overseas bonds; the acquisition of an 80% stake in Junsheng New Energy Science & Technology; and the acquisition of Elix Polymer.
Shawn Zhao, vice president and Greater China general counsel of Schneider Electric, and his team played an important role in helping the company achieve strategic transformation goals such as providing legal support to complex M&A and strategic alliance projects, and being involved in the whole life cycle of transactions including structuring analysis, negotiations, signing, antitrust filing, closing and integration post-closing. Their work covers a wide range of transactions such as cross-border equity acquisition, M&A, loans, asset divestitures, green-field JVs, JV buyouts, and IP licensing. Zhao’s team is a winner in Data Protection, and is highly commended in the Mergers & Acquisitions and Industrials categories.
Electric carmaker NIO’s legal team, led by general counsel Liu Fang, won in the Capital Markets category on the back of their highly successful IPO on the New York Stock Exchange in September 2018. The IPO took only six months from kick-off to listing and raised about US$1.15 billion for the company. It was one of the fastest Chinese concept stocks to list in North America. The NIO legal team is also highly commended in the Industrials category.
Joe Zhou is the managing director and head of legal department of China International Capital Corporation Hong Kong (CICC Hong Kong), which provided significant advice and support in a number of large IPOs, privatization deals and bond offerings in the Hong Kong capital market. Most of the transactions involved complicated structures, and cross-board regulatory issues and risks. Working with business departments, the legal department overcame difficulties and ensured effective risk control management. Zhou’s team is highly commended in the Capital Markets category.
Cheney Xu is the Asia-Pacific and Greater China IP senior counsel at IBM. Xu and his team are responsible for managing all the IP work of IBM in Asia-Pacific. They actively offer advice and suggestions on the formulation of IP policies, and laws and regulations, to legislators in Asia-Pacific countries. Xu and his team most notably provided advice and suggestions on the amendment of the Patent Law in China including revision of guidelines for patent examination and rules on prohibiting abuses of dominant market positions in China. Xu’s team won the Intellectual Property category and was highly commended in the Technology & Telecoms category.
China Business Law Journal has also made an effort to identify the up-and-coming counsel who have made an impact on the market. Among them, Wang Qianqian, legal counsel at Doublestar Group, was highly appraised by Wang Bo, her supervisor and general counsel of the group. “In Doublestar’s cross-border acquisition of Kumho Tire, Wang demonstrated outstanding coordination and ability. Using her rich experience in overseas acquisition and professionalism, she actively communicated and positively interacted with the legal teams and made accurate and professional decisions on key issues,” he says.
Jason Shi, senior counsel of Qualcomm, is another of the young counsel who made a mark with his work in the US$150 million IC test project of the company in the Shanghai Waigaoqiao Bonded Area. Shi and his team played a dominant role in the legal structure design, government review and approval, and equipment import for the project. They integrated legal risk management and daily operation processes of acquired companies, including Atheros, CSR, and RF360. They have been working on the integration after the acquisition of NXP.