Prudential Corporation Asia GC: Pru grit

On 3 May UK insurer Prudential completed its £368m acquisition of Bangkok-based Thanachart Life, following regulatory approval.

The deal immediately doubles Prudential Thailand’s market share and is the company’s first major attempt to buy an Asian company since it aborted a $35bn bid for AIG’s former Asian unit AIA.

Prudential was advised by Morgan Stanley on the deal, as well as by local Thai firm Siam Premier.

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Growth strategy

Prudential Corporation Asia’s (PCA) regional legal team, headed by general counsel Alice Chan, acted as deal counsel on the acquisition and drafted and negotiated all the relevant documents.

“As a company we pursue both organic and inorganic growth,” says Chan. “Following this deal, we are continuing to explore other M&A opportunities in the region.”

PCA is the Asian arm of financial services group Prudential, which is listed on the London, Hong Kong, New York and Singapore stock exchanges and which celebrates its 165th anniversary this year.

It is doing so on the back of some impressive financial results.

Asia now accounts for 32% of the Prudential group’s IFRS operating profits and 52% of the group’s insurance new business profits. And PCA’s insurance operating profit was up 30% year-on-year, to £920m.

And the rising importance of the region to the company was confirmed with the sales figures for Q1 this year, when Asia contributed £495m of the total global sales figure of £1.038bn.

Chan confirms that PCA has explored many M&A opportunities in Asia in the past few years and that her legal spend has been increasing as the company grows.

Unlike at many other insurance companies, PCA’s asset management business is a separate line of business and profit centre.

Partly to facilitate expansion into the US and Europe the funds business was rebranded as ‘Eastspring Investments’ in February 2012. The regional legal team co-ordinated the work of local counsel in 24 jurisdictions.

PCA has insurance and funds operations in 14 jurisdictions in Asia, plus the US and Luxembourg, while the funds business – which is independently managed – can also be found in Europe and the US.

PCA’s legal function has around 75 lawyers, of whom four Commonwealth-qualified corporate lawyers report directly to Chan in the regional head office (‘RHO’) in Hong Kong.

The regional team has oversight responsibilities for both the insurance and the funds businesses.

“We run a tight ship at the RHO level,” says Chan. “The team gets broad exposure to various types of legal work and we generally operate on the basis of who has capacity.”

Lawyers based in the local business units are usually locally qualified and can read and write the local language. They have an insurance or asset management background, and report directly to senior management in their respective units, with a dotted reporting line to Chan.

In addition to Hong Kong, PCA’s largest businesses are in Indonesia, Malaysia and Singapore, with each housing teams of four or five lawyers. Compliance sits as separate function and is headed by the Asia chief risk officer.

Chan’s chance

Former Clifford Chance partner Chan joined PCA in February 2009 from Hong Kong-based Pacific Century Group. She was appointed to Prudential’s group leadership team in September 2010.

Having specialised in cross-border M&A and capital markets work in private practice, Chan reports directly to PCA’s Asia CEO Barry Stowe, who is also an executive director of Prudential.

Chan was heavily involved on the acquisition of Thanachart Bank and her use of Siam Premier is consistent with the outsourcing approach of instructing the top local firms in each jurisdiction in the region.

“We keep the panel for each country small so work from us is meaningful to the firms on it,” she says.

Panel firms in Japan include Nagashima Ohno & Tsunematsu, Nishimura & Asahi and Freshfields Bruckhaus Deringer. In Malaysia PCA turns to Shearn Delamore & Co and ZICOlaw; while in Singapore, Allen & Gledhill and Rajah & Tann are regular advisers.

There is also a global panel organised by London head office. Although PCA is not obliged to use those firms its own panel – which advises predominantly on corpor-ate/M&A – is actually very similar.

Corporate/M&A firms include another of Chan’s former firms, Slaughter and May, as well as Freshfields and Linklaters.

IP work relating to core trade marks is centrally managed by London, which instructs Norton Rose. For regional work, Hong Kong firm ONC Law is also used.

Other key advisers include Baker & McKenzie for regulatory work, Mayer Brown JSM for commercial litigation and Simmons & Simmons for employment work.

At the start of 2013 PCA’s legal division provided support for the company’s establishment of insurance operations in Cambodia and a bancassurance partnership with Acleda Bank.

Chan says the company is constantly looking at new markets, recently turning its attention to Myanmar.