King of the hill – will Chinese law firms monopolise local competition work?
In July, Nestle announced it had agreed to pay $1.7bn (£1.08bn) to acquire a controlling interest in Chinese candy company Hsu Fu Chi International. The proposed deal would be the largest-ever acquisition in China by a foreign multinational and would help the Vevey, a Switzerland-based food giant, cement its position in the world's most important growth market. If Nestle is able to pull the deal off, it may just have Susan Ning to thank, above all. Head of the antitrust group and a senior partner at King & Wood, Ning is aiming to guide Nestle around what is likely the biggest obstacle to its deal: China's three-year-old anti-monopoly law. The last time a large multinational attempted a similar acquisition – Coca-Cola's $2bn (£1.28bn) bid for China Huiyuan Juice Group in 2008 – the Chinese Ministry of Commerce (MOFCOM) shot it down on antitrust review.
October 05, 2011 at 07:03 PM
6 minute read
Jessica Seah finds that China's anti-monopoly law is giving the country's firms a distinct competitive edge
In July, Nestle announced it had agreed to pay $1.7bn (£1.08bn) to acquire a controlling interest in Chinese candy company Hsu Fu Chi International. The proposed deal would be the largest-ever acquisition in China by a foreign multinational and would help the Vevey, a Switzerland-based food giant, cement its position in the world's most important growth market.
If Nestle is able to pull the deal off, it may just have Susan Ning (pictured) to thank, above all. Head of the antitrust group and a senior partner at King & Wood, Ning is aiming to guide Nestle around what is likely the biggest obstacle to its deal: China's three-year-old anti-monopoly law. The last time a large multinational attempted a similar acquisition – Coca-Cola's $2bn (£1.28bn) bid for China Huiyuan Juice Group in 2008 – the Chinese Ministry of Commerce (MOFCOM) shot it down on antitrust review.
King & Wood in August won Nestle antitrust approval for another China deal: the acquisition of a 60% stake in Fujian-based Yinlu Foods Group worth between $600m (£384m) and $1bn (£641m), according to The Financial Times. The firm previously guided Pfizer through Chinese merger approval of its $68bn (£43.5bn) acquisition of Wyeth Pharmaceuticals in 2009. It also helped Novartis resolve Chinese antitrust concerns relating to the Swiss drug maker's $28bn (£17.9bn) acquisition of Alcon last August.
Ning sees King & Wood as the dominant player in Chinese competition law practice. "I don't think we have any competition in China," says Ning.
Beijing arch-rival Jun He Law Offices certainly begs to differ. Antitrust head Janet Hui says King & Wood's higher international profile owes more to self-promotion than market share. She declines to say what major assignments Jun He has worked on.
International firms are in a more ambiguous position than their Chinese counterparts in the country's antitrust landscape. Many have high hopes in the area, as competition law is one of the most lucrative practice areas in the US and Europe, and one in which Western firms have far more experience than Chinese firms.
But so far government restrictions banning foreign lawyers from practising Chinese law have been strictly enforced in the antitrust arena, prohibiting international firms not just from filing official documents, but frequently from even having informal meetings with regulators. The uneven playing field has inevitably given Chinese firms an advantage in winning big antitrust assignments.
"Some Chinese firms take advantage of the situation by emphasising to international clients the restrictions that have been imposed on international firms," says Michael Han, a Beijing competition law partner with Freshfields Bruckhaus Deringer.
Han declines to say which firms he is referring to, and he has nothing but praise for Ning and her firm. "King & Wood is far ahead of others, and Susan Ning might just be one of the best Chinese antitrust lawyers here," he says.
Ning has reached the top of the field in China, even though she probably has fewer years in it than many associates at international firms. After studying law at Peking University and McGill University, she worked stints as a corporate associate at Canadian firm Stikeman Elliot and Coudert Brothers' Beijing office before joining King & Wood in 1995, where she gradually shifted into international trade regulation.
When China first announced it would be introducing an anti-monopoly law in 2003, Ning saw an opportunity. "When the regulation was first introduced, I was very interested because I felt it would be driving the country's legal system into a very positive direction," says Ning. "Besides, most of my clients are international companies, so this practice is very relevant to me."
King & Wood launched a dedicated antitrust practice headed by Ning in 2006. The group now counts nine full-time lawyers. Ning notes that most other Chinese antitrust lawyers only practise that specialty part-time. At Jun He, the antitrust team has five partners but all of them, including lead partner Hui, also practise in other areas.
Other, smaller Chinese firms with antitrust practices mainly act as intermediaries for large international firms, filing documents and meeting with officials. Chun Fai Lui, a Beijing partner with Baker & McKenzie, says the restrictions on foreign firms have actually led to "an interesting synergy" in the competition law area.
"Chinese firms can manoeuvre the local landscape and international firms are more savvy in antitrust principles around the world," says Lui. "Both will bring in a new skillset for the clients."
King & Wood also often receives referrals from international law firms, but Ning draws a line between the smaller Chinese firms that she says foreign antitrust experts hire as "intermediaries" and King & Wood's group.
"When international firms refer matters to us, we make sure we are 100% co-operative and that we can provide all relevant advice on Chinese law aspects," Ning says. "The other firms, they take on more of a messenger role. There is no real contribution so there is no chance for them to learn too."
And some of her antitrust group's biggest assignments have come straight from the clients, not through another firm. According to a source familiar with the matter, both Pfizer and Nestle retained King & Wood directly.
In any case, at least one foreign firm has decided it needed to tap some of King & Wood's expertise for itself. Clifford Chance recently announced it had recruited as a senior associate Angie Ng, who had worked closely with Ning at King & Wood as a foreign counsel for the past two years.
Ning says she accepts that competition in the area is bound to grow, and that the principles that govern her practice apply to her firm as well. "Of course, we would wish to be dominant for as long as possible," she says. "But the market is huge. To think that one firm can monopolise the practice area is wishful thinking."
The Asian Lawyer is a US affiliate title of Legal Week.
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