Venture Capital /Private Equity


                                                                     Newsletter
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Territory or country) for liabilities incurred in the State,       • Limited partners participating in certain
    provide...
requires rectification of the following practices:                  • All forms of tax incentives by provincial level
    ...
majority of countries with which New Zealand has a double        New Zealand resident companies that are not involved in
t...
it was observed that this provision unduly restricted the            Requirements on Independent Directors
market. The bur...
• Registration regime. The draft bill proposes that all            • Rights of Creditors. Creditors of the BT can claim
  ...
telecommunications, insurance and retail markets, and has       financial funds include Mizuho Capital, Nomura Principal
e...
Partners                                  In terms of deal flow, private equity deals are probably running at about 50 dea...
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Venture Capital /Private Equity

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Venture Capital /Private Equity

  1. 1. Venture Capital /Private Equity Newsletter Asia Pacific April 2004 Number 2/2004 AUSTRALIA In This Issue: Incorporated Limited Partnerships Now Eligible Australia – Incorporated Limited for VCLP Tax Relief Partnerships Now Eligible for VCLP Tax Relief In the United States and Europe limited partnership structures (LP) have long Victoria Leads with New Limited Partnership Legislation been the favoured form of investment vehicle for venture capital and private equity investors. LP in several overseas jurisdictions are effectively accorded their own China – SAT to Clean Up Development Zone Tax Policies separate legal status in the same way as a company has its own legal status separate from its members. ‘Electronic Information Products’ to Comply with New Environmental Regulations Until recently in Australia an LP’s status as a partnership or a company has been New Zealand – New Zealand Venture Capital unclear and this has led to several uncertainties regarding its tax treatment. Incentives However, an announcement by Senator Coonan in December last year confirmed Philippines – New Implementing Rules and certain favourable amendments to the tax law that should better align Australia’s Regulations for the Securities Regulation tax treatment of LPs with international best practice in the field. Code Previously incorporated LP (ILP) were not registrable as either venture capital Singapore – Regulation of Business Trusts limited partnerships (VCLP) or Australian venture capital fund of funds (AFOF) in Singapore under the Venture Capital Act 2002 and therefore they were unable to access the Profile – Hiroshi Kondo recently introduced tax concessions for certain overseas venture capital and private equity investors. The amendments now allow ILP to be registered as VCLP and AFOF and therefore to be taxed as ‘flow through’ vehicles. A transitional rule will allow the registration of an ILP as a VCLP or an AFOF to be backdated if the ILP has separate legal entity status and it otherwise meets the requirements for registration. Victoria Leads with New Limited Partnership Legislation Victoria is the first State to move to a more modern and investor-friendly limited partnership framework. The changes were made under the Partnership (Venture Capital Funds) Act 2003 (‘the Act’) and came into effect on 3 December 2003. The new provisions are now set out in Part 5 of the Partnership Act 1958. In the May 2003 edition of Private Equity Update we highlighted several areas of concern with using the existing State-based limited partnership legislation in Australia. Given the recent changes we thought it worthwhile to recap those www.bakernet.com concerns and see how they have been handled. • A lack of mutual recognition. Now dealt with by providing for the ©2004 Baker & McKenzie All rights reserved. recognition of the limitation of liability of partners in incorporated limited partnerships formed under a law of another jurisdiction (i.e. another State,
  2. 2. Territory or country) for liabilities incurred in the State, • Limited partners participating in certain provided that law is a ‘corresponding law’. The Governor ‘accepted’ aspects of a limited partnership’s in Council may declare ‘corresponding laws’ or they can affairs without becoming liable for the debts and be listed in the Act. A corresponding law may only be obligations of the partnership. The Act now declared if, in relation to another Australian law, the provides for a number of very sensible ‘safe harbour circumstances giving rise to the limitation of liability in activities’ that limited partners can rely upon without fear that other jurisdiction would also give rise to the same that those activities somehow amount to taking part in limitation in Victoria, or in relation to a foreign law, only if the management of a partnership’s business. Also, the that law provides for the limitation of liability of certain acts of a limited partner will only bind the partnership partners in certain partnerships. (and the limited partner) if those acts would be binding on the partnership if carried out by the general partner of • A limited partnership not being recognised as a the partnership and the person to whom the liability was separate legal entity. The Act now specifically incurred ‘reasonably believed’, having regard to the provides for incorporated limited partnerships (ILP). limited partner’s conduct at the time, that the limited This means that ILP will be bodies corporate each with partner was a general partner of the partnership. its own legal personality, perpetual succession and the right to sue and be sued. • Clarification regarding the principles of agency as they apply to limited partnerships. The Act has • The Commonwealth/State law over-ride where also sought to remove this issue by expressly providing inconsistencies occurred. Concerns that previously that neither a general partner, the partnership, nor an existed about the extent of limited liability for limited officer, employee or agent of the partnership is the agent partners where there were breaches of Commonwealth of a limited partner, nor do their acts bind the limited legislation (eg. the Trade Practices Act) should now have partner; and a limited partner is not an agent of a general been removed with the introduction of separate legal partner or of a limited partner of the partnership, nor do status for limited partnerships established in Victoria. the acts of the limited partner bind them. • A lack of clarity as to whether the limitation of (For a copy of the May 2003 edition of Private Equity Update, liability of limited partners covered all please contact Nicole Martinez at tel: (612) 9225 1520, or e- obligations and liabilities of the limited mail her at nicole.martinez@bakernet.com) partnership (not just contractual obligations). The Act now defines ‘liability’ in such a way as to cover any ‘debt, obligation or liability of any kind, wherever and Mark McNamara (Sydney) however incurred’. This should address the previous Tel: (612) 9225 0277 uncertainty. mark.mcnamara@bakernet.com CHINA SAT to Clean Up Development Zone Tax Policies On 16 January 2004, the State Administration of Taxation zones should file their 2003 enterprise income tax returns, issued the Notice Concerning Cleaning Up and Examining Tax due by April 2004. In the longer term, Tax Notice 9/2004 Incentive Policies in Development Zones (Guo Shui Fa [2004] will affect the ability of foreign-invested enterprises to No. 9). Tax Notice 9/2004 urges tax bureaus at various continue enjoying local tax incentives, and may even have a levels to clean up tax incentive policies and practices in retroactive effect on their tax positions in prior years. development zones that are inconsistent with national tax Foreign investors should re-evaluate the tax benefits offered rules. Although the notice does not specifically target tax by local governments. If local tax incentives were key to the incentives available to foreign-invested enterprises, it has choice of location of a foreign-invested enterprise, the basis significant ramifications for tax planning by foreign investors for the investment decision may have changed. For foreign in China. investors in the planning stage, Tax Notice 9/2004 levels Tax Notice 9/2004 has an immediate impact on how some of the advantages that certain development zones foreign-invested enterprises registered in development offered over competing locations. Tax Notice 9/2004 2
  3. 3. requires rectification of the following practices: • All forms of tax incentives by provincial level development zones that exceed provincial government • By national level development zones: authority, including tax incentives that should be available a) Extending tax incentives to enterprises registered in a only in a national development zone; development zone but operating outside the zone; • All forms of tax incentives by development zones b) Granting tax incentives intended for newly established established by lower than province level governments enterprises to other enterprises; without higher authorization, including tax incentives c) Without authority, enlarging the availability, amount that should be available only in a national or provincial and duration of tax incentives. level development zone. ‘Electronic Information Products’ to Comply with New Environmental Regulations Investors of companies engaged or to engage in the In view of the Measures, manufacturers must take measures production, sales or import of electronic and information to gradually reduce and eventually eliminate the use of lead, products should take note of the Measures on the mercury, cadmium, sexavalent chromium, PBB, PBDE, and Administration of Preventing the Pollution by Electronic other harmful substances. If any of these substances cannot Information Products issued by the Ministry of Information be completely eliminated, their use must not exceed levels Industries, and effective from 1 January 2005. The Measures set by national standards. The grace period for continued use apply to electronic and information products such as of the six substances will end on 1 July 2006. In order to electronic radar products, electronic communications facilitate the implementation of the Measures, the Ministry products, radio and video products, computer products, of Information and Industry will issue further guidance in household electronic appliances, electronics testing the form of industry standards on the prevention of the products, electronic specialized products, electronic pollution of electronic and information products, key computer products, electronic application products and electronic and information products catalogue and electronic material products. The Measures do not apply to electronic and information pollutants. electronic and information products produced directly for Andrew Tan (Hong Kong) export or to the sale of products with original manufacturer Tel: (852) 2846 1910 labeling, although the scope of this exemption is not yet andrew.tan@bakernet.com clear. NEW ZEALAND New Zealand Venture Capital Incentives New Zealand has been spurred on to adopt more investor Act to create a tax environment for venture capital that is friendly policies for fear that it is lagging behind Australia in similar to the Australian one. In particular, it is proposed to the investment stakes. provide certain tax-exempt non-resident investors with a tax exemption for venture capital investments in New Zealand, In 2001 the New Zealand Government introduced the and to remove certain tax barriers that may prevent the Venture Investment Fund (2001) to accelerate the special partnership rules from being used in the venture development of the venture capital market by increasing the capital context. The changes should also remove the tax supply of seed, start-up, and early expansion investment in barrier to resident partners investing alongside non-resident New Zealand. It was however only designed as a temporary partners. Other initiatives announced include a proposed initiative and the Government is now looking to follow policy to exempt from tax the profits from the sale of shares Australia with the introduction of an internationally when investors are exempt from tax in their own recognised venture capital limited partnership structure. jurisdiction. The New Zealand Minister of Revenue, Michael Cullen, has These exemptions will be available to residents of the announced proposals to amend the New Zealand Income Tax 3
  4. 4. majority of countries with which New Zealand has a double New Zealand resident companies that are not involved in tax agreement and it is proposed that the exemptions will certain excluded activities. only be available for equity investments in small, unlisted Mark McNamara (Sydney) Tel: (612) 9225 0277 mark.mcnamara@bakernet.com PHILIPPINES New Implementing Rules and Regulations for the Securities Regulation Code The Philippine Securities and Exchange Commission (SEC) such as banks, venture capital corporations, trust recently issued the new Implementing Rules and companies, investment houses, financing companies, Regulations (IRR) of the Securities Regulation Code (SRC). investment companies, pre-need companies and The IRR became effective on 28 February 2004 and was insurance companies; issued to implement significant changes in the SEC's • Bills of exchange issued pursuant to a bona fide sale of regulation of securities transactions and the capital market. goods and services. We highlight some of the changes below. Reporting Requirements Expanded Definition of Public Offering The new IRR increases the disclosure responsibilities of The IRR expands the definition of a 'public offering' of reporting companies. If a news item appears giving an account securities. Under the new IRR, any presentation of securities of an alleged material event, the concerned company must for sale through the media is considered a public offering, submit to the SEC a report within a prescribed period in order including the following: to clarify the news item and forestall public speculation. • Publication in any newspaper, magazine, or printed reading Further, a disclosure released to the mass media or material which is distributed within the Philippines or any submitted to the SEC, made in the personal capacity of an part thereof ; officer or substantial stockholder of the issuer, will be • Presentation in any public or commercial place; considered an official report of the issuer if it does not deny the disclosure within two days from its release or • Advertisement or announcement in any radio or submission. Any misleading statement, misrepresentation, television, or in any online or e-mail system; or omission of a material fact in the disclosure will be the • Distribution or making available flyers, brochures or any joint responsibility of the issuer and the person that made the offering materials in a public or commercial place, or disclosure. mailing the same to any prospective purchaser. In addition, the SEC may require an owner of more than 5% Exempt Securities of the voting stock of a listed company to disclose any material information he possesses within a prescribed Securities offered for sale must be registered with the SEC, period. unless they are exempt from registration under the SRC or the IRR. The new IRR expands and clarifies the coverage of Tender Offers the exemptions from registration of securities. Except for its Under the new IRR, a buyer must make a tender offer only if own shares of stock, a financial institution licensed by the he intends to acquire at least 35% of the stock of a public Bangko Sentral ng Pilipinas (BSP) to engage in quasi-banking company. Note that the SRC provides for a lower threshold activity does not have to register its issued securities. of 15%. Further, registration requirements will not apply to any of the following: Under the SRC, a person who intends to acquire at least 15% of the stock in a public company, or at least 30% in a 'creeping • Debt instruments issued to the BSP under its open acquisition' over the course of 12 months, must make a market and/or rediscounting operations; tender offer to all stockholders of the public company. • Debt instruments issued to primary institutional lenders, However, shortly after the SRC was passed on 19 July 2000, 4
  5. 5. it was observed that this provision unduly restricted the Requirements on Independent Directors market. The burdensome requirements of a tender offer had Under the IRR, registered issuers and public companies must to be complied with even for relatively small transactions, have independent directors. The IRR prescribes the which did not result in a change of control. Hence, the new qualifications, number, nomination and election, and IRR provides for a threshold amount of 35%. termination of independent directors. Independent directors The IRR provides that the sale of the shares covered by a must number at least two, or at least 20% of the board, private transaction cannot be completed unless the tender whichever is lesser. One of the qualifications for an offer has commenced. For creeping transactions, the last independent director is that he must not hold more than 2% of sale meeting the threshold cannot be consummated unless the shares of the corporation, or of its related companies, or the tender offer has commenced. any of the corporation's substantial shareholders. Further, the definition of directors not considered independent has been In addition, under the new IRR, additional transactions have expanded to include any professional adviser of the registered been exempted from the rules on tender offer, including the issuer or public company, retained personally or through his following: firm. • Purchase of shares from the unissued capital stock, Pearl T. Liu (Manila) provided that the acquisition will not result in a 50% or Tel: (632) 819 4905 more ownership of shares by the purchaser; pearl.liu@bakernet.com • Merger or consolidation. Jocelyn Gregorio-Reyes Tel: (632) 819 4946 jocelyn.gregorio-reyes@bakernet.com SINGAPORE Regulation of Business Trusts in Singapore The Monetary Authority of Singapore (MAS) published a • BTs can distribute profits from operation’s cash consultation paper on a proposed regime to regulate flow. By comparison, conventional companies can only business trusts (BTs) in Singapore on 10 December 2003. pay dividends out of profits. The consultation paper, alongside a draft Business Trust Bill, • Limited liability. Unit-holders’ liability will be limited was the product of an in-depth study by various parties from such that they will not incur any personal liability for the Ministry of Law, the Ministry of Finance, the Registry of obligations of the BT. Companies and Businesses and the MAS. • Favourable tax treatment. The Singapore government What is a BT? has not disclosed its proposed tax treatment for BTs. In BTs are essentially businesses structured in the form of trusts other jurisdictions, the BT structure avoids the problem of instead of corporations. The trustee of the BT has legal double taxation (e.g. income taxes on corporate profits and ownership of the assets of the underlying business in its then income taxes on dividends paid to shareholders). capacity as a trustee. Investors take on beneficial ownership of Types of businesses likely to benefit the trust assets by acquiring units in the trust. Unit-holders are granted economic benefits in the form of dividends paid out by Businesses with stable growth and high cash flow. Typical the BT. BTs are different from collective investment schemes examples would include companies in sectors such as (CIS) (which are currently regulated under the Securities and infrastructure, utility and real estate. These companies often Futures Act (SFA) and the Code on Collective Investment have high cashflow, but are unable to distribute large Schemes) in that they are not passive investment vehicles but dividends due to depreciating assets. Restructuring as a BT are vehicles which actively undertake business activities. will make these companies more attractive to investors. Advantages of a BT Regulation of BTs - Key Proposals In countries such as the United States, BTs have become The key proposals under this new regulatory regime for BTs popular because they combine the following benefits: include: 5
  6. 6. • Registration regime. The draft bill proposes that all • Rights of Creditors. Creditors of the BT can claim BTs which offer units to the retail public, except trusts against the assets of the BT only via the TM’s right of which are authorised or recognised as a CIS under the indemnity on trust assets, provided that the TM has acted SFA, have to be registered as a BT under the regulatory properly in the incurrence of the liability. This proposal is regime. Any other BTs may voluntarily register consistent with the position at law that a trust is not a themselves under this regime. separate legal entity and is also aligned with current case law on creditors’ rights against trusts. • Structure of BTs. The roles of the trustee and manager will be undertaken by a single entity - the ‘trustee • Winding-up and Insolvency. The winding-up of a BT manager’ (TM) who will have the dual responsibilities of can be initiated in the following ways: safeguarding the interests of the unit-holders and a) The court may order a winding-up of the trust if it is managing the BT. This model of management ensures that just and equitable to do so, on the petition of the TM, only one entity is clearly liable for any actions and there is a unit-holder, or the Minister of Finance. no need to apportion fiduciary responsibilities between the trustee and the manager. It is also proposed that the b) The court may order a winding-up on the application trustee manager must be a public company incorporated of a creditor, if within three months before the in Singapore. As a public company, it will be mandatory application for the order, an execution was issued on for the TM to prepare audited financial accounts and this an order of court in favour of a creditor and the will in turn be available to the unit-holders. execution has been returned unsatisfied. • Duties and liabilities of the TM. The fiduciary duties c) Unit-holders can vote to wind up a trust, subject to a owed to the shareholders of the TM to manage the trust special resolution. i.e. when a resolution has been company may conflict with the fiduciary duty owed to the passed by not less than three-fourths of the unit- unit-holders of the BT to act in the best interests of the holders. unit-holders. The draft bill thus proposes that a number d) TM may wind up the BT in accordance with the of measures to address this issue including prescribing provisions of the Trust Deed. statutory duties on the TM (which are not unlike those imposed on directors of companies), providing for a duty Conclusion on the TM to form an audit committee and imposing The move by the Singapore government to recognize and mandatory requirements on the independence of the regulate BTs is a welcome one. It creates certainty and adds board of the TM. depth to the Singapore capital market, thereby bringing it • Rights of Unit-holders. Under the draft bill, unit- further in line with other developed financial markets. holders are given voting rights on significant matters such as the appointment of a new TM, the appointment and Boo Bee Chun (Singapore) removal of the auditor, the approval of the issue of new Tel: (65) 6434 2618 units and the approval of material interested party bee.chun.boo@bakernet.com transactions. PROFILE Hiroshi Kondo Partner, Tokyo Office. Hiroshi Kondo is a Partner based in the Tokyo office (Tokyo Aoyama Aoki Law office/Baker & McKenzie). A graduate of Harvard Law School, he specializes in handling Mergers and Acquisitions, Private Equity Investment, Corporate/ Commercial, and Labor Law, and heads the M&A Practice Group. Hiroshi has acted as lead counsel for several high profile M&A transactions in Japan in the 6
  7. 7. telecommunications, insurance and retail markets, and has financial funds include Mizuho Capital, Nomura Principal extensive experience in the areas of private equity Finance and Shinsei Capital. investment (in particular, management buyouts and Venture capital funds and corporate funds are also leveraged buyouts), corporate restructuring, securities significant players in the market. Leading venture capital regulation, anti-monopoly regulation, and labor dispute players include veteran JAFCO and Tokio Marine Capital, resolution. the latter grabbing headlines earlier this year when it co- Here, Hiroshi shares with us his experience and insights on invested with Nomura Principal Finance in Japan’s largest the private equity/venture capital scene in Japan. ever MBO, a US$475 million management buyout of the Wanbishi archives business. 1. Please tell us something about the Tokyo office’s VC/PE Practice Group, and in particular, your Notwithstanding the departure in 2003 of leading experience with VC/PE transactions. European fund 3i, foreign funds are also becoming more active in the market. Leading foreign players include I head the Tokyo office’s M&A and VC/PE Practice Groups. Ripplewood Holdings, which again made headline news The VC/PE practice group comprises four partners and this year when it partially exited one of its first investments several associates with venture capital and private equity in Japan, namely in Shinsei Bank, through an IPO on the investment experience. Tokyo Stock Exchange. In 2003, Ripplewood announced a The Tokyo office team has acted for a number of leading US$2.2 billion leveraged buyout of Vodafone’s fixed-line venture capital and private equity firms in Japan, including business in Japan, its eighth deal in Japan in three years. This JAFCO and Tokio Marine Capital. My colleagues and I have deal was widely reported as Japan’s largest ever LBO. The also acted as Japanese counsel in a number of cross-border Carlyle Group is also an active player. and multi-country deals involving foreign private equity One of the biggest challenges facing the foreign funds is houses. In the last few years since private equity investment coming to grips with Japanese society and business culture, and acquisition finance transactions started to take place in perhaps more so than for strategic investors. Kao’s recent the Japanese market, we have advised on well over a dozen attempt to acquire Kanebo highlights how important these such transactions. considerations can be. Kanebo runs several business lines, In one of our leading transactions, last year, we advised including cosmetics, apparel, pharmaceuticals, food, and so Tokio Marine Capital on its investment in the Wanbishi deal, on. However, only the cosmetics business line was Japan’s largest ever MBO with a price tag of about US$475 profitable. Kao, another Japanese company engaged in a million. The deal was a complex private rehabilitation similar business but more successfully, attempted to transaction involving nearly 20 banks (domestic and acquire Kanebo’s cosmetics business by way of a spin-off. foreign owned). Under this scenario, Kanebo planned to revitalize its other 2. There seems to have been few deals coming out business lines using the proceeds from the sale of its of Japan, although these have involved some cosmetics business. The scheme made the most financial high profile transactions and in previously sense to the public. However, just before the parties were regulated sectors. Do you see a continuation of due to sign the deal, Kanebo’s labor union mounted a this trend? What are the greatest challenges resistance campaign on the basis that some employees faced by VC/PE investors in Japan ? would end up working for a non-cosmetics business unit. Kanebo walked away from talks with Kao and approached Five years ago, Japan did not have a private equity industry. the Industry Revitalization Corporation of Japan (IRCJ). Today, according to a recent industry survey, there are some The IRCJ is a government-funded organization whose 35 firms that have raised just over 1.2 trillion yen (US$10 mission is to rescue and revitalize distressed companies billion) for private equity investments in Japan.1 using taxpayers’ money. The IRCJ declared that they would The VC/PE industry in Japan includes the so-called provide a rescue package covering all of Kanebo’s business ‘independent’ funds and the ‘financial’ funds, i.e. domestic lines. However, from the public’s perspective, the deal did funds affiliated with major Japanese financial institutions. not make sense. Leading independents include funds such as JAFCO, Unison Capital, Phoenix Capital and MKS Consulting, the latter itself becoming independent as a result of a management buyout from the Schroder group. Leading 1 Nihon Keizai Shimbun, August 20, 2003 7
  8. 8. Partners In terms of deal flow, private equity deals are probably running at about 50 deals Richard Lustig, Melbourne, Australia a year. Currently, MBO type investments in distressed companies undergoing Tel: (61-3) 9617 4433 formal civil rehabilitation (i.e., a pre-packaged deal with DIP finance) or a richard.lustig@bakernet.com private rehabilitation process are very active. MBOs in this field have been Mark McNamara, Sydney, Australia described as ‘the only measure that can rescue the Japanese economy’! The civil Tel: (61-2) 9225 0277 mark.mcnamara@bakernet.com rehabilitation process is much more easy, stable and foreseeable than the private Bing Ho, Beijing, rehabilitation process. However, it can take several months to complete, during People’s Republic of China which the target business may suffer significant deterioration. The private Tel: (86-10) 6505 0591 ext. 224 bankruptcy process is more informal but typically requires an extremely bing.ho@bakernet.com burdensome consensus building process (nemawashi) among creditors, equity Danian Zhang, Shanghai, investors, and management. The private process may require a very Japanese People’s Republic of China approach in order to work. Foreign funds may not be equipped to deal with this Tel: (86-21) 5047 8558 ext. 1617 danian.zhang@bakernet.com kind of work. Stephen Nelson, Hong Kong / Beijing, Finally, as a new development, we have witnessed very recently several attempts People’s Republic of China at hostile takeovers of Japanese firms by funds such as Steel Partners (foreign) Tel: (852) 2846 1923 smn@bakernet.com and Murakami Fund (local). These funds have been targeting mid-sized Poh Lee Tan, Hong Kong SAR Japanese publicly listed companies with large amounts of surplus profit surplus Tel: (852) 2846 1903 and asking them to issue more dividends. If the target declines the request, the plt@bakernet.com funds declare a hostile takeover (or instigate a proxy battle at the target’s Mark C. Innis, shareholders meeting). To date, neither the hostile takeover nor the proxy Hadiputranto, Hadinoto & Partners*, battle has proved useful in Japan. While Japanese traditional ‘keiretsu’ Indonesia shareholding are gradually melting down, relationships between the target’s Tel: (62-21) 515 4925 mark.innis@bakernet.com managements and the primary banks continue to pose challenges for foreign Hiroshi Kondo, Japan investors (banks are usually substantial shareholders who wield a lot of Tel: (81-3) 5157 2761 influence over other shareholders). Nonetheless, these hostile takeovers have hiroshi.kondo@bakernet.com been viewed by the Japanese business community as a kind of second coming of Michael J. Madda, Palo Alto Perry’s black ships, i.e. only the beginning of what is likely to be an ongoing Tel: (650) 856-5550 trend in Japanese corporate takeovers. Michael.J.Madda@bakernet.com Brian Chia, Wong & Partners*, 3. There now appears to be spurts of economic growth in many Malaysia areas. Will we be seeing more VC/PE activity and further Tel: (60-3) 2055 1999 deregulation of more sectors of industry? What opportunities do brian.chia@wongpartners.com you see for VC/PE investors in Japan? Pearl T. Liu, Quisumbing Torres**, Philippines Private equity players do not appear to be looking at particular sectors. Rather, Tel: (63-2) 819 4905 they are saying that they are looking at ‘new business’. However, we do foresee pearl.liu@bakernet.com that the following business sectors will likely continue to be actively targeted Wong Ai Ai, for private equity investments: Baker & McKenzie.Wong & Leow, Singapore • Pharmaceutical Tel: (65) 6434 2553 ai.ai.wong@bakernet.com • Logistics Wong Kien Keong, • Healthcare Baker & McKenzie.Wong & Leow, Singapore Tel: (65) 6434 2688 kien.keong.wong@bakernet.com Hiroshi Kondo can be contacted at Kang Wen-Yen, Taiwan Tel: (813) 5157 2761, or Tel: (886-2) 2715 7207 e-mail: hiroshi.kondo@bakernet.com wen-yen.kang@bakernet.com Kitipong Urapeepatanapong, Thailand This Update has been prepared for clients and professional associates of Baker & Tel: (66-2) 636 2000 McKenzie. Whilst every effort has been made to ensure accuracy, this Update is not ext. 3775 or 3776 an exhaustive treatment of the areas of law discussed and no responsibility for any kitipong.urapeepatanapong@bakernet.com loss occasioned to any person acting or refraining from action as a result of material Frederick Burke, Vietnam in this Update is accepted by Baker & McKenzie. Tel: (84-8) 823 6238 frederick.burke@bakernet.com Data Privacy Please contact Michelle Tan by telephone (65) 6434-2590 or e-mail: * A Correspondent Firm asialaw@bakernet.com should you wish your details to be added or deleted from our mailing list. ** An Affiliated Law Firm 8

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