Perspectives on Law and Lawyers in a Multinational World FFI 2011 ANNUAL CONFERENCE Grand Formosa Regent Hotel, Taipei Nov 3-4, 2010 (October 12-15, 2011) Intercontinental Hotel Boston By Yuelin T. Yang Head (Strategies & Investments) and Group General Counsel IMC Industrial Group 5 Temasek Boulevard #12-01 Suntec Tower Five Singapore 038985 Email: yuelin@imcindustrialgroup.com Page 1 of 12
BACKGROUND : IMC GROUP -- Own and Operate over 50 ships (Drybulk and Wetbulk) 5,000 + employees in 19 countries) Shipping Shipyard & Engineering Offshore & Energy Real Estate & Private Investments Founder Mr Frank Tsao Shanghai to Hong Kong in 1949 Tan Sri in Malaysia Chairman of Suntec City Connecticut Maritime Association s Commodore Award in 2002 Mr Tsao s sister (my mom) to USA Linda Tsao Yang Regulator / Governance CALPERS, Vice-Chair of Investment Committee (1976-80) California Savings and Loan Commissioner (1980-82) US Ambassador to Asian Development Bank (1993-1999) Independent Director, Bank of China (HK) Chairman, Asian Corporate Governance Association Page 2 of 12
I AM AN ABC (AMERICAN BORN CHINESE) -- Obtained Asia and In-house Experience When Co-Managed Acer s Legal Dept (1993 1995) (October 1, 1993) Lots of politics after joining office of Chairman Stan Shih Each business unit thinks of only their projects Showed value of Legal Department Confucian (culture) caused Confusion Page 3 of 12
1993 PRESENTATION ON ASIAN BUSINESS AND CULTURAL CONSIDERATIONS -- Still Applies Today Page 4 of 12
CULTURAL CONSIDERATIONS - CORRUPTION PERCEPTIONS INDEX 2010 (Transparency International online) Home of FCPA and lobbyists Russia (No. 154) USA (No. 22) India (No. 87) Hong Kong (No. 13) China (No. 78) Thailand (No. 78) Indonesia (No. 110) Philippines (No. 134) Singapore (No. 1) [with Denmark and New Zealand] Malaysia (No. 56) Page 5 of 12
JV s WITH NYSE LISTED CHEVRON AND GATX SHOW VALUE OF LEGAL DEPARTMENT Note: Other 2 / 3 owned by IMC Building a Strong Local Supplier Network Worldwide In Thailand, Chevron funded safety training workshops for, CUEL Ltd., a partner firm. CUEL, one-third owned by Chevron, was created in 2000 to perform engineering, construction and installation services for Unocal Thailand, which was acquired by Chevron in 2005. Since 2000, CUEL has grown into Thailand's largest fullservice oil and gas contractor, with 2,200 employees, of whom 95 percent are Thai nationals. Through 2007, CUEL employees worked more than 13 million hours in its fabrication yard without a lost-time incident. Page 6 of 12
(i) TODAY -- DECENTRALIZE BY COUNTRY (ii) IMC LEGAL DEPT -- THE HISTORY Thailand (4 lawyers) Chevron JV Shipyard Logistics China (6 lawyers) IMC Industrial Corp Sec Corporate, Commercial and Litigation support Singapore (3 lawyers) Corp Sec IMC Investments Corp Sec Commercial Support Corp Sec Real Estate Indonesia (1 lawyer) Palm Oil Logistics Hong Kong CENTRALIZED DECENTRALIZED Up to 1998 2000 2002 2004 2005 2006 IMC : No real legal dept Yuelin needs help! Legal is part of Corporate Office Attempted IPO s of 2 units China operations growing Family Office and non-core investments Core shipping business only JV s with Unocal and GATX More JV s IPO units need own lawyers Start Indonesia operations Page 7 of 12
ROLE OF LEGAL HEADQUARTERS IN SINGAPORE Page 8 of 12
LEGAL DEPT -- VARIOUS ROLES Goal Keeper Group s interests, compliance, internal policies Leverage our prior transactional experience JV s as example GATX V Ships MSI (& divorce) MISC TAS Gearbulk CUEL (& divorce Clough) MODEC MSE (divest) Project and Risk Management Governance of Joint Ventures Bad guy in negotiations Litigation / Lawsuits Page 9 of 12
HIGH STAKES INCIDENT -- CIVIL AND CRIMINAL ISSUES updated as of Aug 2, 2011 From Left: Lynette Lim, Julia Loy and Yuelin Yang (Anchorage 2005) Page 10 of 12
ADVISE ON COMMERICAL ISSUES The Only Pure Legal Point! Page 11 of 12
GROWTH IN LAWYERS IN CHINA -- PROXY FOR APPRECIATION AND INSTITUTIONALIZATION OF LEGAL SYSTEM? (No. of lawyers) 250,000 200,000 150,000 Year Sat for Bar Exam Pass rate New lawyers 1995 122,000 x 10% 12,200 2005 244,000 x 10% 24,400 2009 420,000 x 22% 92,400 100,000 50,000 0 1984 1992 1994 1998 2005 2009 (Year) Page 12 of 12