Hong Kong

Hong Kong 2/47









Hong Kong

Chamber of commerce: Professional body:

Hong Kong General Chamber of The Law Society of Hong Kong

Commerce 3rd Floor

22/F United Centre Wing On House

95 Queensway 71 Des Voeux Road

Hong Kong Central, Hong Kong

Tel: +852 2529 9229 Tel: +852 2846 0500

Fax: +852 2527 9843 Fax: +852 2845 0387

Email: chamber@chamber.org.hk Email: sg@hklawsoc.org.hk

Web: www.chamber.org.hk Web: www.hklawsoc.org.hk





Authorisation Regime in rela- only be effective once the legislative proce- return and the amount due) or the method of

tion to structured products in dures are completed. settlement is by reference to:

Hong Kong: a new era We set out below a brief summary of the • changes in the price, value or level of any

main changes proposed in the Bill. type or combination of types of securities,

Alan Ewins, Catherine Husted and Juliana Lee commodity, index, property, interest rate,

Allen & Overy Changes to the SFO currency exchange rate or futures contract

Hong Kong Amendment to section 103 (together, underlying asset), or any basket

Section 103 will be expanded to cover struc- of more than one type or combination of

SFC consultation paper and conclusions tured products. When the Bill is passed, a per- underlying asset; or

The Securities and Futures Commission son will commit an offence if he issues, or has • the occurrence or non-occurrence of any

(SFC) has put forward a number of regulato- in his possession for the purposes of issue, in specified event or events (excluding an

ry reforms in recent months, including in its Hong Kong or elsewhere, an advertisement, event or events relating only to the issuer

Consultation Paper on Possible Reforms to invitation or document which to his knowl- or guarantor of the instrument or to both);

the Prospectus Regime in the Companies edge is or contains an invitation to the public (ii) a regulated investment agreement;

Ordinance and the Offers of Investment to acquire, dispose of, subscribe for or under- or

Regime in the Securities and Futures write any other structured product, unless an (iii) any interests, rights or property

Ordinance (Consultation Paper), published exemption is available or the issue is autho- prescribed by notice as being a structured

on October 30 2009. rised by the SFC. product.

In Hong Kong, the two main ordinances One of the important amendments made The main exclusions from the definition of

regulating the offers of retail investment prod- to the exemptions to section 103 is to section structured product include:

ucts are the Companies Ordinance (CO) and 103(2)(a). This exemption in relation to issues • Convertible/exchangeable debentures and

the Securities and Futures Ordinance (SFO). of advertisements, invitations or documents subscription warrants issued for capital

Whether a product falls with the regulatory made by or on behalf of an intermediary fund raising purposes.

regime of the CO or the SFO depends on the licensed or registered for Type 1, Type 4 or • Collective investment schemes.

form of the product. Type 6 regulated activity (whether acting as • Depository receipts.

The aim of the Consultation Paper was to principal or agent) will not apply to non-secu- • Debentures linked to a variable money

transfer the regulation of public offerings of rities or unlisted securities that are structured market/interbank reference interest rate

structured products in the form of debentures products. (whether or not subject to a predetermined

from the CO prospectus regime to the regime A new section 103(3)(ea) is introduced in maximum or minimum) plus/minus a

under Part IV of the SFO. By doing so, all the Bill which exempts the issuance of any rate.

unlisted structured products (irrespective of advertisement, invitation, or document made • Contracts of insurance

their legal form) would be governed by the in respect of currency-linked instruments

SFO, leaving the regulation of straight capital and/or interest rate-linked instruments by an Introduction of section 104A

raising by companies under the CO. authorized institution. This new section empowers the SFC to autho-

On April 22 2010, the SFC released its rize a structured product and sets out the

consultation conclusions in response to the Definitions of securities and structured products authorisation process.

Consultation Paper. The definition of securities covers a structured

product in respect of which the issue of any Other changes to the SFO

The Bill advertisement, invitation or document that is Various consequential amendments have been

On July 2 2010, the Securities and Futures or contains an invitation to the public to do put forward including the following.

and Companies Legislation (Structured any act referred to in section 103(1)(a) is • Sections 107 and 108 are expanded to

Products Amendment) Bill 2010 (Bill) was authorized, or required to be authorized, enable the criminal offence and civil liabil-

published in the Government Gazette. The under section 105(1). ity in relation to inducing others to invest

government introduced the Bill into the The definition of structured product covers: money in securities to cover all structured

Legislative Council for the first reading on (i) an instrument under which some products, and to expand the SFC’s investi-

July 14 2010. The proposed amendments in or all of the return or amount due (or both the gation and enforcement powers under sec-

the Bill may be subject to change and will



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tions 182 and 213 of the SFO to cover all Capital markets - equity - Chinese companies looking again to take a

structured products. Hong Kong/International law commanding lead in 2010. “There will be

• Section 182 is amended to grant the SFC tremendous momentum in the IPO pipeline

investigatory powers in relation to the Recommended firms in the coming year,” writes a commentator.

offering of, and giving advice in relation Tier 1 On the back of some of the largest listings

to, structured products, and the conditions Freshfields Bruckhaus Deringer the world saw this year, or even to date,

of authorisation of structured products Herbert Smith including the listings of Metallurgical

under section 104A. Linklaters Corporation of China and the Agricultural

Skadden Arps Slate Meagher & Flom Bank of China, many industry practitioners

Changes to the CO are actively seeking the biggest names among

The main changes are: Tier 2 Chinese companies for an IPO in Hong Kong

• Definitions under section 2(1) are amend- Clifford Chance or, working through Hong Kong outposts, for

ed – for example, the definition of "deben- Latham & Watkins a listing abroad. This remains as one of the

tures" is clarified such that it refers to a Norton Rose main drivers for underwriters in Hong Kong.

debt security. Shearman & Sterling “There is no doubt in anyone’s mind that the

• New sections 38AA and 342AA are intro- Sidley Austin Chinese companies will be the first ones out

duced to disapply the prospectus provi- Slaughter and May the door looking for additional capital,” says a

sions under the CO to shares in or deben- partner.

tures of a company that are structured Tier 3 Chinese companies, having survived the

products, and consequentially amend Allen & Overy financial crisis largely unscathed, headed

cross-references in various schedules to the Baker & McKenzie into 2010 with good sets of fundamentals

CO. Fried Frank Harris Shriver & Jacobson that are more attractive than their western

Subject to certain exemptions as provided Hogan Lovells counterparts. However, if the crisis taught

in the definition of structured products, please Mallesons Stephen Jaques players anything, it was not to put all their

note that the current safe harbours in the CO Orrick Herrington & Sutcliffe eggs into one basket. There is a growing

will not be available for structured products Richards Butler in association with movement for underwriters to beginning

going forward. Reed Smith diversifying and engaging a broader spec-

trum of international issuers palatable to the

Concluding remarks Tier 4 Securities and Futures Commission (SFC) in

The proposed reforms aim to enhance Deacons countries other than China. These include

investor protection through a more har- DLA Piper Russia, Germany and even Singapore, for

monised and consistent regime for structured Mayer Brown JSM dual-listings or carve-out IPOs from existing

products. Market participants will need to Morrison & Foerster foreign listings.

review how they currently document and O’Melveny & Myers But markets are still volatile and no one

market their structured products in order to Paul Hastings Janofsky & Walker can accurately predict what will occur even

ensure compliance with the proposed changes Salans in the near future. Take, for example, the

as and when they become effective. Woo Kwan Lee & Lo recent deterioration of the Greek economy

and sovereign debt market: “If Greece didn’t

happen, we were hoping to price and execute

Capital markets - equity - a few more IPOs before the end of the quar-

ter, but now we don’t know,” complains one

US law partner. “Greece and Dubai led to deals that

Recommended firms did not price.”

Tier 1 Industry players are often reminded of

Davis Polk & Wardwell the fragility of their window of opportunity

Simpson Thacher & Bartlett and hope that the window holds up for the

benefit of other practices, such as private

Tier 2 equity. Yet with low interest rates and histor-

Sullivan & Cromwell ical oversubscription rates on several offer-

Cleary Gottlieb Steen & Hamilton ings, there is every reason to be optimistic.

Tier 3

Milbank Tweed Hadley & McCloy Cleary Gottlieb Steen &

Hamilton

After a year of silence in equity capital mar- Even though the American firm was rather

kets, the market began pulling forward with a quiet in its China-Hong Kong related activi-

string of lucrative deals towards the end of ties, with most of its local instructions

2009. It moved away from the typical rights referred from and spearheaded by its London

issues and top-up placements and towards the team, the Hong Kong office has increasingly

shelved initial public offerings (IPOs) of 2008 focused on Korea and is fast gaining a repu-

that returned for a reckoning. tation as a solid outpost for launching top

Despite the dearth of IPOs last year, Asia rate, equity-related deals for issuers based in

dominated the IPO scene in 2009, with that country.



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One such highlight is the firm’s representa- offering and listing on the HKSE, an exit $2.6 billion Hong Kong IPO of Longyuan

tion of Tong Yang Life Insurance in its W340 strategy for pre-IPO investor Baring Private Power, the fourth-largest IPO in Hong Kong

billion ($278 million) common stock IPO. Equity Asia. in 2009. Despite the deal not carrying the

The transaction was the first-ever IPO and largest IPO value Freshfields was involved in

Rule 144A/Reg S international equity offering Leading lawyers this year, this transaction was the first wind

by a Korean life insurance company. Amy Lo power generation company to list locally. In

Furthermore, Cleary acted for KB Financial that sense, Freshfields faced challenges in set-

Group, on its W1.1 trillion rights offering of ting a market precedent in terms of prospec-

30 million new shares, both directly and as Davis Polk & Wardwell tus disclosure, as well as educating the Hong

American depositary shares (ADS), in the first On the back of one of the most difficult periods Kong Stock Exchange (HKSE) and Listing

SEC-registered rights offering by a Korean for equity offerings in recent memory, to say Committee on the specifics of a company

financial institution. that Davis Polk has performed excellently this operating in the wind power industry in

After David Hirsch advised Hutchison year is an understatement. The team not only China.

Telecommunications on the spinoff of its leads the market on US IPOs of China-based Another innovative case was China Pacific

Hong Kong-based subsidiary in May 2009, companies, particularly carve-out IPOs, but Insurance’s $3.1 billion Hong Kong IPO and

the Hong Kong team has seen notably less also takes a cutting-edge role on right offerings. global offering, where the team represented

exclusively local deals, apart from representing A recent example is the team’s representa- the issuer. The deal was the third-largest IPO

the underwriters Citigroup Global Markets tion of China Merchants Bank on its $3.2 bil- in 2009 by market capitalisation and the first

and JPMorgan Securities in a $68.7 million lion global rights offering. This precedent-set- China-based insurance company to be listed

SEC-registered follow-on primary and sec- ting deal is the first global rights offering by in Hong Kong since 2004. Because A-shares

ondary public offering of VanceInfo any Chinese company made available to US of the company were already listed in

Technologies ADSs. investors. Included in the overall offering are Shanghai at the time of the proposed listing,

public offers of A-shares and H-shares in Freshfields had to successfully tackle stringent

Leading lawyers China and Hong Kong, respectively, and a regulatory hurdles imposed by the China

Clayton Johnson private placement of H-shares to qualified Securities Regulatory Commission, China

institutional investors in the United States. Insurance Regulatory Commission, the

This is also among the first-ever rights offer- Ministry of Finance and the National Council

Clifford Chance ing by a Hong Kong-listed company to rely for Social Security Fund.

When partner and Head of Asia Capital on the private placement exemption. The firm was also involved in other land-

Markets Crawford Brickley moved to Hong In the last quarter of 2009, equity special- mark transactions including the $2.5 billion

Kong from Singapore in April 2010, he was ists Shao Mao Chen and James Lin featured in IPO and global offering of Sands China, with

bolstering an equity capital markets practice a series of IPOs, including the $5.3 billion A- partner Grace Huang’s involvement, as well as

with a total deal value already greater than share and H-share concurrent global offering the $5.2 billion IPO of Metallurgical

$10 billion in just the past year. of Metallurgical Corporation of China, the Corporation of China. “Grace has got a good

Experienced practitioner Amy Lo is gener- third-largest IPO in 2009. The $1.04 billion demeanour,” says one investment banking

ally credited for Clifford Chance’s success in spin-off Nasdaq IPO of 83.5 million shares of client. “She always keeps the project on track

Hong Kong, having single-handedly worked Shanda Games was also of note as the deal was and takes a step back where necessary to focus

with underwriters and issuers alike on the the largest-ever single Nasdaq listing of any on the details, which is a skill not a lot of pri-

largest and most unprecedented local deals. Chinese company. vate lawyers have.”

“Amy worked closely with us and other pro- Veteran partner William Barron closed the

fessional advisors to draft our prospectus and year with another spin-off IPO, the $2.5 bil- Leading lawyers

manage our frequent exchanges with the lion Hong Kong-listing of Sands China, in Grace Huang

HKSE during the IPO process,” says a corpo- which challenging disclosure considerations Kay Ian Ng

rate client. “Based on the quality of their con- had to be resolved due to the issuer’s con- Teresa Ko

tributions and advice, the Clifford Chance stantly evolving debt and equity structure.

team won significant trust from our company

as well as the other parties.” Leading lawyers Herbert Smith

For example, Lo advised JPMorgan, Show Mao Chen When the shelved IPOs of 2008 returned to

Morgan Stanley and UBS as underwriters on James Lin the market, it was apparent that Herbert

the $1.85 billion IPO of Wynn Macau, the Smith was on the minds of most bookrunners

first US-owned casino company to successful- in Hong Kong. Goldman Sachs instructed the

ly list in Hong Kong, and acted for Longyuan Freshfields Bruckhaus Deringer first-rate team of John Moore and Matt

Power Group Corporation on its $2.5 billion Freshfields has a valid claim to the top tier in Emsley on a number of offerings, while Kevin

IPO, the first IPO of a Chinese wind power the equity capital markets from the plethora Roy is a Credit Suisse favourite for equity-side

company in Hong Kong. Both transactions of client praises it receives and the most elec- Rule 144A/Reg S work.

were novel and complex in the sense that reg- trifying deal sheet in town. Prominent Hong “John Moore is my go-to guy for equity,

ulatory issues with the SFC and HKSE had to Kong lawyer Kay Ian Ng and US securities from IPOs to block trades,” says an invest-

be carefully managed. specialist Calvin Lai remain as practitioners of ment banking client. “Because he used to be

The team also advised the underwriters of choice on both the issuer and underwriter side in-house at [an investment bank], he has

the first 4S auto trader to be listed in Hong on some of the foremost and high-profile unparalleled knowledge of the inner workings

Kong, the $422 million IPO of Zhongsheng equity deals the market has seen in years. of in-house lawyers, making him invaluable

Group, as well as the joint bookrunners of Acting for joint bookrunners Morgan for us.” Another client says of Moore:

Yingde Gases Group’s $467 million global Stanley and UBS, the firm took part in the “Knowledgeable on market practice and rele-



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vant rules, and very focused on client servic- Hong Kong managing partner Michael Insurance, the first Korean life insurance com-

ing.” Liu, regulatory specialist Simon Berry and pany to publicly list its common shares

Among one of the early global offerings to partner Stanley Chow advised the joint listing domestically.

reach the market last year was the HK$2.93 agents of Fortune Reit’s listing by introduc-

billion ($378 million) Hong Kong IPO of tion on the Hong Kong Stock Exchange. The Leading lawyers

PCD Stores. In this deal Credit Suisse was in deal is the first and only Hong Kong- Keith Johnson

the capable hands of Roy and Tommy Tong, Singapore dual-listed Reit and the first Hong Teresa Ma

who advised on both the Hong Kong and US Kong-listed Reit since 2007.

aspects of the issue, helping Herbert Smith The deal involved precedent-setting bridg-

reassert its position as one of the leading full- ing arrangements, designed by Latham & Norton Rose

service firms in the market. The transaction Watkins in conjunction with listing agents “I recommended Norton Rose because of its

was significant as the IPO was private equity and regulators, which involved dealers carry- significant international presence in London

firm 3i’s exit from its investment in the issuer, ing out arbitrage trades in the event that price and China, its wide experience in the UK cap-

and a positive test of market strength with the differentials existed between prices quoted on ital markets and its high calibre of lawyers,”

retail tranche of the IPO 43-times oversub- the HKSE and the Singapore Stock Exchange. says a financial client. “I found them to be

scribed. responsive, proactive in providing commercial-

Not to dismiss the issuer side, Herbert Leading Lawyers ly sensible and legally sound advice, robust,

Smith received instruction from BaWang on Simon Berry organised and willing to go the extra mile to get

its HK$1.67 billion Hong Kong IPO and Stanley Chow a deal done.”

Rule 144A/Reg S global offering. Other high- Michael Liu Building on the success from last year, the

lights include acting on the largest rights issue William Woo Hong Kong office continues to expand with

in Hong Kong by a Hong Kong-listed com- the recent addition of two partners, Andrew

pany in 2009, the $282 million rights issue of Abernethy and Shaun McRobert, from Norton

First Pacific, and the HK$4.5 billion H-share Linklaters Rose offices in Dubai and Perth respectively. In

portion of the Rmb17.7 billion ($2.61 bil- As the premier magic circle firm for full-ser- particular, McRobert was a Chinese client

lion) global rights issue of China Merchants vice offerings, Linklaters has more than its fair favourite during his time as one of the leading

Bank. share of top-notch deal representation, albeit corporate and resources lawyers in Australia.

slightly biased on the underwriter side. Meanwhile, as testament to the firm’s glob-

Leading lawyers Showcasing once again the strengths of its al capabilities, the ten partner team at Norton

John Moore Hong Kong office as a regional hub, the range Rose Hong Kong coordinated efforts with the

of resident partners is specific down to the Munich office to act on the pioneering Hong

jurisdiction and the type of client work, with Kong IPO of a German-based company.

Latham & Watkins partners rarely finding themselves on a deal Stanley Lai led the team representing Schramm

“We do relatively complex deals, and not many that does not fully reflect his or her abilities. Holding on its HK$185 million ($23.7 mil-

firms can provide us with the same sort of ser- Leading partner Teresa Ma, who now lion) listing, and advised on both the Hong

vices that Lathams provides,” notes an in-house spends more of her time in Beijing, was Kong and German law aspects of the offering,

counsel. “Some lawyers tend to give you the instrumental in representing joint sponsors including setting the precedent to future listing

black-and-white letter, but they give us sound BNP Paribas Capital and Credit Suisse, as of German companies in Hong Kong.

business advice and brainstorms solutions with well as all other underwriters, on the $2.2 bil- Because of the huge differences between

us when we are not well-equipped.” lion global offering coupled with concurrent German Companies Law and Hong Kong list-

Latham & Watkins’ experience in issuer new listings in Hong Kong and Paris for the ing rules, the listing process included a variety

representation is top-class. The firm continues United Company Rusal. The transaction is of unique legal and regulatory issues, each of

to advise Chinese mainland and Taiwan-based groundbreaking in many respects: it is the first which required cutting-edge solutions. The

cleantech companies including Trina Solar, Russian company and first company to list deal was nominated for IFLR magazine’s Asian

ReneSola, Canadian Solar, Sinovac and Green without a retail tranche in Hong Kong, the Equity Deal of the Year Award.

Energy Technology. Particularly in the solar first time regulators have imposed minimum Other notable transactions represented by

energy sector, it has represented more than conditions for investment, the first company the team include Comtec Solar Systems

$1.5 billion in IPOs and follow-on offerings. to achieve concurrent listing in Hong Kong Group’s HK$525 million global offering and

Aligned with the team’s overall China and Paris, and the biggest IPO prospectus in IPO, in which Norton Rose advised joint

strategy, partners Stanley Chow and William history. bookrunners ICBC International Capital and

Woo have taken the lead on a number of top- Around the region, the team at Linklaters Macquarie Capital Securities, and also repre-

up placings and H-share placings by Hong Kong acted as international counsel to sented the underwriters on the $630 million

Franshion Properties, Fushan International UBS and Goldman Sachs as bookrunners on right issue of New World China Land, the

Energy, Geely Automobile and AviChina the $530 million listing of Standard third-largest rights issue in Hong Kong at the

Industry & Technology Company. Chartered Indian Depositary Receipts (IDR) time of offering.

“William Woo is one of the best lawyers on the Indian stock exchange. This marked Norton Rose also advised on two of the

whom I have ever worked with,” says a com- the first instance of a foreign company listing three largest rights issues in Hong Kong in

mercial banking client. “He’s an excellent cor- in India, and the first offering of IDRs ever. 2009.

porate partner who provides detailed and The firm also acted for the underwriters of

trusted legal advice, thinks from the client’s Maxis Berhad’s $3.3 billion IPO, the largest Leading lawyers

perspective when responding to queries, and ever listing in south east Asia and the largest Julian Chung

knows very meticulously the regulations and telecom IPO in Asia-Pacific since 2000, and Stanley Lai

correct market practices.” in the global offering of Tong Yang Life Jon Perry



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Shearman & Sterling “I thought the Sidley Austin team is very In Taiwan, the team represented the initial

Shearman & Sterling’s Greater China equity knowledgeable about issues and works purchasers led by Goldman Sachs and Morgan

capital markets team stood out in its response extremely hard to get a difficult deal done in a Stanley in connection with the $375 million

to the challenges of the global credit crunch. short amount of time,” says a key client. offering of global depositary shares by Shin

Its continuing strategy to list Chinese issuers One of the most publicised deals in recent Kong Financial Holding.

and international underwriters on IPOs and months was the $2.24 billion IPO of United

listings in Hong Kong and New York has Company Rusal. Choy represented Rusal in Leading lawyers

played out well. Landmark transactions on connection with the company’s listing on the Leiming Chen

the firm’s deal sheet include Sterlite’s $1.5 bil- HKSE, its concurrent global placement pur- Chris Lin

lion American depositary receipts follow-on suant to Rule 144A/Reg S, and its listing on

listing; the largest NYSE equity sale by a non- the Paris-based Euronext. Rusal is the first ever

US company in 2009. primary offering by a Russian company and the Skadden Arps Slate Meagher &

The firm also represented Credit Suisse, first ever Hong Kong-Paris dual listing for any Flom

Boci Asia and Macquarie Capital Securities as company. “Their advice and competence is better than

their US counsel on the $148 million Rule A team comprising Choy, Sheridan and other law firms,” says one corporate client. “It

144A/Reg S IPO and Hong Kong listing of Kuo worked on the IFLR magazine Asia Equity all boils down to how one can argue points

Lumena Resources. The deal was one of the Deal of the Year award winner, $2.5 billion and get concessions for the company, and in

first IPOs to price and test market demand in IPO of Sands China. One of the largest trans- that respect they were successful.”

2009 after similar deals were shelved in 2008. actions in Asia this year, Sidley represented the As evidenced by its representation of

Additionally, Lumena had to restructure its issuer on the HKSE listing and global place- China Real Estate Information (CREI),

management team and adhere to strict corpo- ments. The deal was a rare situation where a Skadden is more than capable at adding value

rate governance procedures ahead of its Hong publicly traded US entity executed a spin off that transcends individual practice areas.

Kong listing. IPO of one of its businesses, prompting a care- Combining their knowledge of the M&A

Top capital markets specialist Matthew ful and simultaneous disclosure regime for market with their equity offerings, the corpo-

Bersani led on the deal. “Bersani understands potential investors in Hong Kong and share- rate team advised CREI on its concurrent

the commercial aspects of the deals,” says an holders in the company’s NYSE-listed parent. $248 million carve-out IPO from its parent

in-house counsel. “Bankers all like him company and merger with Sina Corporation.

because he’s very personable and very affable.” Leading lawyers The transaction was unique in many respects

Yet one of the main attractions this year Constance Choy as potential investors needed to be apprised of

was the successful addition and integration of Jason Kuo the three involved entities’ businesses opera-

a Hong Kong law practice that significantly Timothy Li tions before and after the IPO, and the success

reinforced Shearman & Sterling’s already Matthew Sheridan of the M&A depended largely on the success

remarkable Greater China capabilities. New of the IPO.

partners Colin Law and Peter Chen both have “They’ve been good, professional and effi-

extensive experience advising clients on Simpson Thacher & Bartlett cient on even the most complex of transac-

HKSE listings and were considered some of There is no question that Simpson Thacher is tions,” says an underwriter client. “They cer-

the market’s best specialists at their previous one of the most active firms in terms of dedica- tainly know what issues will affect our com-

firm. tion and focus on equity-related deals in China. mercial interests.”

Counsel Hae-Ran Song who relocated With more than 20 completed NYSE and Another deal saw leading partners Alec

from the New York office also brings consid- Nasdaq IPOs since 2003, it is among the most Tracy and Dominic Tsun take a lead role in

erable US law experience to the capital mar- consistent and successful law firms in repre- advising the issuer, Wynn Macau, on its $1.87

kets team. “With the start of their Hong Kong senting China-based companies for IPOs in the billion IPO and listing in Hong Kong. This

practice, they will be a formidable group,” United States. Moreover, Simpson Thacher transaction marked the first US-based compa-

says a client. “Other firms like Skadden need maintains its market-leading position in SEC- ny seeking to list on the HKSE. The deal was

to watch out.” registered offerings. Although star partners also structured as an acquisition of assets by

Leiming Chen and Chris Lin continue to the listed company from its parent, and as a

Leading lawyers receive lucrative mandates from the mainland, result, substantially all of the proceeds from

Matthew Bersani the team plans to turn its spotlight to Taiwan in the listing have been paid to the parent.

Colin Law the future. Other notable deals include representing

Chen led the team that represented the Citigroup and Macquarie on the $438 million

underwriters, Goldman Sachs and JPMorgan global offering of SouthGobi Energy

Sidley Austin Securities on the $1.04 billion IPO and listing Resources, the first listing on HKSE by a

The award-winning team at Sidley Austin sets on the Nasdaq Global Select Market of 83.5 British Columbia-based company, and repre-

itself apart from the competition by moving million American depositary shares (ADSs) of senting the underwriters on the $141 million

away from the typical China-based issuer rep- Shanda Games. The transaction marked the IPO of Grameenphone, the largest ever

resentation and instead looking hard at the largest ever equity offering by a China-based Bangladesh IPO with over 1 million local

run of innovative and original deals from company in the United States. On the issuer applications received.

companies based in jurisdictions rarely dealt side, Chen also advised Fantasia Holdings

with by firms in Hong Kong. Equity market Group in connection with its Hong Kong IPO Leading lawyers

specialists Constance Choy and Jason Kuo and Rule 144A/Reg S offering of 1.46 billion Jonathan Stone

regularly feature on Hong Kong-related offer- ordinary shares. Fantasia and its selling share- Alec Tracy

ings, while clients reach out to Matthew holders raised a total of HK$3.18 billion ($410 Dominic Tsun

Sheridan for transactions out of Indonesia. million).



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Slaughter and May capital markets, although the firm has been deal involved quite a number of novel cross-

“Although I try to do more with them, it’s surprisingly restrained this year, with leading jurisdictional legal and regulatory aspects

hard because they have no US team,” admits corporate partner William Chua preferring given the highly regulated nature of Reits.

an investment banker. “But as a pure Hong instead to deliver on M&A and private-equity “They are very familiar with and have

Kong house, they are at the top.” deals. good knowledge of the Hong Kong Reit mar-

Seasoned corporate partner Benita Yu once Head of China practice and US securities ket,” says an industry client. “They know the

again aimed big this year, securing some of the specialist Chun Wei continues to take an edge product well, the market well, and most

market’s headlining mandates despite han- in this practice with her impressive resumé importantly, they know the rules and regula-

dling most equity capital markets deals by and reputation in successful SEC-registered tions well.”

herself at the partner level. offerings, further counting on the firm’s long- Additionally, the team advised Sinopharm

Even with the limitations of manpower term approach in tapping into the Chinese Group as Hong Kong and US counsel on its

and volume, clients retain Yu’s services market. Wei splits her time between the successful $1.13 billion global share offering.

because of her value-adding expertise in this Beijing and Hong Kong offices. The deal involved a competition issue that

practice’s highest-level playing field. “Benita Wei acted as counsel to the underwriters, exists between the issuer’s business and those

Yu is someone who think through all her led by UBS, on the HK$24.1 billion ($3.11 of its two founding shareholders, CNPGC

ideas, synthesise the risks involved in a deal billion) IPO of China Pacific Insurance in and Fosun. As a result, various corporate gov-

and walk them through and explain them to December 2009. The deal was the second ernance and other measures had to be devised

the bankers,” says an in-house counsel. “She largest IPO and Hong Kong listing, as well as to manage conflicts of interest and appropri-

has a very good memory as well, always able being the seventh-largest globally in 2009. ate disclosure in the IPO prospectus was

to tell us whether they have come across a required.

similar deal before, and in many cases, they Leading lawyers Leading lawyers: Elsa Chan and Brian Spires

have.” Chun Wei Fried Frank Harris Shriver & Jacobson

While the Prudential-AIA deal fell has an equity capital markets team that recog-

through on the M&A front, Slaughter and nises the benefits of an integrated Hong Kong

May continues to act for Prudential on capital Other ranked firms and US law practice. Going for a “one-stop

raisings. Yu advised the $20.9 billion market- Allen & Overy’s top equity specialist James shop” model, its capability of providing that

cap company on its dual primary listing in Grandolfo’s priorities lie in China, the added Hong Kong law element in various

Hong Kong and Singapore by way of intro- Philippines and India. He recently advised on China-to-US listing deals has played in its

duction. Previous issues with liquidity in trad- the $300 million Rule 144A/Reg S equity favour to key clients such as Merrill Lynch.

ing of shares listed by way of introduction offering by Metro Pacific Investments “The quality of its advice, on all levels, is

meant that special liquidity arrangements Corporation in the Philippines. Grandolfo exceptional,” says one client. “When you

with the SFC and the HKSE had to be nego- was also involved in the country’s first listing reach out to a partner, they know every inch

tiated. The unique features include exemp- of a real-estate investment trust. of your transaction.”

tions from stock borrowing and lending In India, Grandolfo is continuing to build An added strength of the practice is the

requirements, as well as special arrangements up his practice where he advised on numerous inclusion of US Securities and Exchange

for the transfer of shares between the share qualified institutional placements, IPOs, for- Commission alumni, Joshua Wechsler, in the

registers. Prudential is only the second com- eign currency convertible bonds (FCCBs) and Asia platform. “Both Wechsler and [Victoria]

pany to list in London, New York and Hong straight debt issuances. The firm’s commit- Lloyd are thoughtful and provide considered,

Kong. ment to regional equity deals, as well as pos- well-analysed advice,” says an in-house coun-

Additional highlights include Slaughter sessing the largest US law practice among sel. “They are also responsive and keep inter-

and May’s representation of Metallurgical magic-circle firms, is a clear indication its nal counsel in the loop on issues as they arise.”

Corporation’s listing of H-shares on the drive to offer something different to its com- Examples of the team’s work include repre-

HKSE in relation to its $5.2 billion global petitors. senting joint lead managers Merrill Lynch and

offerings, the world’s third largest IPO of “I have been contacted by other law firms HSBC on a $150 million global offering by

2009, representation of UBS, Credit Suisse, for the work we do [in equity products],” says China Lilang Limited and its listing on the

CICC and Goldman Sachs on China Pacific a client. “However, given the quality of Allen HKSE. Leading partner Joseph Lee is also

Insurance’s $3.1 billion Hong Kong IPO, the & Overy’s work and the transactional rela- renowned for his local securities work, having

fourth largest Asian IPO of 2009, and tionship, I have no need to go elsewhere.” among his clients Credit Suisse, China

Standard Chartered’s £1 billion equity placing Leading lawyers: James Grandolfo Construction Bank, China International

- the second largest placing on the HKSE in Baker & McKenzie boasts a practice that Capital Corporation and Citigroup Global

2009. caters to some of the top names in China from Markets.

all the principal industries, from oil and gas to Although the firm remains a premier

Leading lawyers real estate. The internal promotion of partner choice for underwriters, Fried Frank is posi-

Benita Yu Karen Man and special counsel Christina Lee tioning itself to act for three large corporates

brings the size of the Hong Kong corporate in property, infrastructure and environmental

team to 11 at partner-equivalent level, sectors.

Sullivan & Cromwell although the bulk of the practice remains Leading lawyers: Joseph Lee, Victoria Lloyd

“We would characterise their service and under the helm of leading lawyers Elsa Chan and Joshua Wechsler

advice as exemplary and invaluable in our and Brian Spires. Hogan Lovells added experience and

ability to adhere to our US listing,” says an Among the notable achievements this year capacity to its practice with the May 2010

issuer. was the successful listing of Fortune Reit, the merger of Hogan & Hartson and Lovells,

The team at Sullivan & Cromwell touts its first real-estate investment trust (Reit) to be bringing onto the team US securities practi-

traditional strength and expertise in equity dual listed in Hong Kong and Singapore. The tioner Man Lee.



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This year, the team led by group leader Orrick Herrington & Sutcliffe represent- of the more interesting deals available in the

Jamie Barr and partner James Fong advised ed a well-received range of issuers this year. market.

UBS, Macquarie and JPMorgan as joint The capital markets team, under the leader- In a deal nominated by IFLR magazine for

bookrunners on the $885 million Hong Kong ship of Edwin Luk, is one of the most active Asia Equity Deal of the Year, partner and

listing of BBMG Corporation, the first H- in Hong Kong. Of the 64 companies listed in Head of Capital Markets Esther Leung led the

share listing on the HKSE and the second Hong Kong in 2009, the team advised on team that advised Guotai Junan Capital and

largest Hong Kong IPO at the time in 2009. eight within seven months, raising over $800 Samsung Securities as underwriters in relation

With more than $60 billion subscribed for the million for issuers. to the HK$185 million ($24 million) IPO of

public offer tranche, or 774 times over-sub- Included in the wealth of Orrick’s deal Schramm Holding, the German subsidiary of

scribed, the offering was priced at the top of sheet is their representation of Cazenove Asia the Korea-listed SSCP. The transaction

its range. as sponsor on the successful listing of China marked the first-ever listing of a German joint

The team also advised Duoyuan Global XLX Fertiliser on the main board of the stock company on the HKSE and the first

Water on its $88 million IPO of ADSs on the HKSE by way of introduction, the precedent- European company on the main board of the

NYSE. Over the past six months, Hogan setting listing of a Singapore incorporated HKSE.

Lovells was instructed by UBS, Deutsche company in Hong Kong. Luk, along with fel- Liu Wei, managing partner at DLA Piper’s

Bank, Macquarie, DBS and Morgan Stanley low partner David Cho, also advised 361 Beijing office, but also a resident partner in

on over ten prospective Hong Kong IPOs. Degrees International on its HK$1.8 billion Hong Kong, represented sole bookrunner

Leading lawyers: Jamie Barr ($233 million) IPO, with an international Piper Jaffray on Amber Energy’s HK$166

Mallesons Stephen Jaques has a tradition placement under Rule 144A, on the main million ($21 million) IPO on the HKSE. The

for acting on behalf of issuers in the com- board of HKSE. At the time of listing, the IPO received a total application of money

modities and mining space, with private equi- transaction was the second largest Hong Kong exceeding HK$17 billion ($2.19 billion) and

ty and venture-capital funds looking to the listing in 2009. was 1,247 times over-subscribed, making it

firm for exit strategies on their investments in “I have found this firm to be proactive and the fourth most over-subscribed IPO in the

those sectors. detailed in their work. They are also commer- history of the HKSE.

Both managing partner Larry Kwok and cial and not excessively legalistic and willing Leading lawyers: Esther Leung and Liu Wei

partner Dieter Yih have extensive experience to share their legal experience,” says a financial Mayer Brown JSM unleashed its US secu-

in Hong Kong listings and regulatory compli- client. “They try to think ‘out of the box’ and rities law capability early last year with the

ance. Prime examples of their work is their have proved their willingness to engage in the relocation of Mark Uhrynuk, one of Mayer

role in advising the HK$1.3 billion ($167 detail of due diligence, which some law firms Brown’s leading corporate and securities part-

million) IPO of Lumena Resources on the try to avoid.” ners, to the Hong Kong office.

HKSE and acting for Ausnutria Dairy as Leading lawyers: Edwin Luk The addition led Mayer Brown JSM to

Hong Kong advisor in a $1.4 billion ($180 Deacons remains the first port of call for secure one of the most publicised and innova-

million) global offering. many mid-market Hong Kong and China- tive deals in late 2009, advising Beijing

“They were recommended by some of our based corporates seeking to raise capital Automotive Industry Holding on the pur-

friends, and we were much impressed by their though the equity markets. Competitors chase of shares in Swedish auto producer

professionalism and high efficiency,” says a unanimously agree that Deacons, being one of Koenigsegg, as part of the Saab asset deal sale.

mainland Chinese corporate. the largest and most respected local firms, is Additionally, the team provided full Hong

Leading lawyers: Larry Kwok and Dieter Yih more than capable of handling large volume Kong and US law advisory to UBS in connec-

Milbank Tweed Hadley & McCloy is transactions and high-profile deals for firms tion to the HK$1.55 billion ($199.52 mil-

eager to showcase the firm’s listing and offer- yet to achieve Hong Kong law capability. lion) IPO and Hong Kong listing of China

ings abilities in jurisdictions around the For example, practitioner Rhoda Yung Metal Recycling.

region. advised Bank of America on behalf of Cleary However, Mayer Brown JSM’s true

In Hong Kong and Bangladesh, Greater Gottlieb on the Hong Kong law aspects of a strength continues to lie in the local market,

China managing partner Anthony Root and $2.8 billion sale of H-shares in China under the leadership of Patrick Wong, where

partner Josh Zimmerman acted as US counsel Construction Bank, the largest-ever block the firm acts for 60% of the blue chip clients

on two innovative issues this year. Root repre- trade in Hong Kong. Partner Ronny Chow on the Heng Seng Index and receives regular

sented the issuer on the Rule 144A/Reg S advised his client, Harbour Centre instructions for rights issues and top up plac-

tranches of China-based mining company Development, on its HK$942 million ($121 ings.

Lumena Resources’ $149 million IPO in million) rights issue. One local client says: “Mayer Brown JSM

Hong Kong. The timing of the IPO bravely “[Chow is] technically great in his respec- knows our company culture and people, and

tested the equity markets and perfectly timed tive area and able to lead me and our team to they always make themselves available to meet

the market’s recovery. Also, Zimmerman rep- utilise the resources of the entire Deacons to the urgent requests of customers.”

resented Grameenphone on its $140 million address our needs,” says a client. “His advice Leading lawyers: Mark Uhrynuk and Patrick

offering, the largest IPO in Bangladesh to is not just legal but very practical to the situa- Wong

date. tion and culture of our company.” Morrison & Foerster brought in partner

The team acted as underwriter’s counsel Leading lawyers: Ronny Chow and Rhoda Christopher Forrester from San Diego and

on several deals in India as well, representing Yung added of-counsel Gregory Wang from Davis

Citigroup and JPMorgan, among others, on DLA Piper sets itself apart from the com- Polk to reinforce the equity capital markets

offerings of global depositary receipts of Tata petition with a deal sheet that sparkles with practice after the departure of Paul Boltz in

Steel and Tata Motors. originality. With an equity capital markets mid-2009.

Leading lawyers: Anthony Root and Josh team led by some of the leading practitioners Under the helm of managing partner Ven

Zimmerman at the firm, clients entrust the firm with some Tan, supported by key partners Tien-yo Chao

and Stephen Birkett, the team successfully



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completed three China-related IPOs in 2009, Most notable was the firm’s representation many, many firms,” said a corporate client in

including the $404 million Hong Kong list- of Henderson Land Development Company early 2010, “but Allen provides us with com-

ing of China South City Holdings and the in relation to its bonus issue of 429 million paratively efficient and professional services as

$1.1 billion Hong Kong listing of Sinopharm, warrants, valued at HK$24.9 billion ($3.2 bil- he is a great communicator.”

one of the largest Hong Kong IPOs in 2009. lion). Of the IPOs the firm was involved in, Over this past year, partners Tom Deegan

“They have sound legal knowledge and a leading lawyer Carmelo Lee acted for the and Allen Wong acted as Hong Kong counsel

particular edge on how to deal with Chinese issuer Sundart International Holdings in its to the secondary listing of China Fishery

clients,” says a mainland client. HK$600 million ($77 million) global offering Group on the Oslo Stock Exchange, as well as

Morrison & Foerster maintains an excel- and HKSE listing. Hong Kong counsel to China Lodging Group

lent relationship with regulatory bodies, with Leading lawyers: Carmelo Lee on its $100 million offering of American

the added advantage that Birkett used to serve depositary shares on Nasdaq.

as the senior director of corporate finance at

the Securities and Futures Commission until Other notable firms Capital markets - debt

two years ago when he joined the firm. Ashurst in association with Jackson Woo &

“They are very diligent and good at their Associates leverages on the Hong Kong law Recommended firms

job,” notes an in-house counsel. “When we expertise of corporate partners Sabrina Fung Tier 1

encounter a problem, they would give us and Jackson Woo on a number of IPOs and Allen & Overy

enough alternatives to cover the bad solu- rights issues in the pipeline. Clifford Chance

tions.” The team closed an important deal recent- Davis Polk & Wardwell

Leading lawyers: Christopher Forrester and ly, advising sole bookrunner Piper Jaffray on Linklaters

Ven Tan the listing of Lansen Pharmaceutical on the Sidley Austin

Paul Hastings Janofsky & Walker advised HKSE, in one of the most oversubscribed Skadden Arps Slate Meagher & Flom

banks, issuers, and their shareholders on offers this year.

numerous offerings and IPOs in Asia, totaling “They maintain a very close relationship Tier 2

over $3.5 billion in value since the revival of with us and provide their services in an effi- Cleary Gottlieb Steen & Hamilton

the capital markets in mid-2009. cient and professional manner,” notes a cor- Milbank Tweed Hadley & McCloy

The pipeline of transactions is equally porate client. Shearman & Sterling

impressive, with the firm having already Minter Ellison’s capital markets team has

closed the first Hong Kong IPO by a Chinese extensive experience in the energy and Tier 3

property developer in 2010, the $200 million resources sector, a direct result of the firm’s Baker & McKenzie

IPO by China SCE Property Holdings. Australian roots. In the past year, Fred Herbert Smith

“They are among one the best law firms in Kinmonth, head of Corporate & Commercial Latham & Watkins

Hong Kong for equity-related deals,” says one practice in Asia, and partner Elisabeth Ellis Mallesons Stephen Jaques

investment banker. “They have some of the were appointed by two Australian mining Paul Hastings Janofsky & Walker

best knowledge in listing rules and even better companies with respect to their planned list- Simpson Thacher & Bartlett

knowledge in their understanding of China ing on the HKSE. Sullivan & Cromwell

regulatory issues.” Furthermore, because of Minter Ellison’s White & Case

Highlights from the past year include long history of working with the HKSE, and

advising BBMG on its $884 million global Kinmonth and Ellis’ thorough knowledge of Tier 4

offering which included a Rule 144A/Reg S the Listing Rules and other regulatory DLA Piper

placement. This high profile IPO was the first requirements, the HKSE instructed the firm Freshfields Bruckhaus Deringer

and only H-share listing on the HKSE this to advise on the proposed revisions to Chapter Fried Frank Harris Shriver & Jacobson

year and was oversubscribed by over 770 18 of the Listing Rules for mineral and explo- Hogan Lovells

times, making it one of the most popular ration companies. Jones Day

IPOs in Hong Kong this year. “Fred and Elizabeth have a lot of insight O’Melveny & Myers

Managing partner Neil Torpey continues because they’ve been around for a long time,”

to head the team, supported by partner says one key client. “They have quite strong As the second-ever Asian covered bond is on

Raymond Li, and they welcomed new partner opinions, even fighting for their view rather the verge of its launch, the bond market con-

Sammy Li on board last year from Morgan than sitting on the fence like other lawyers, tinues to offer a warm reception to the eco-

Stanley. and would tell us if they disagree with us.” nomic recovery and posts significant strength

Of Torpey, one fund manager says: “He’s Simmons & Simmons’ equity capital mar- in Hong Kong, China, Thailand, Indonesia,

very good and very protective of our interests kets platform intends to bring in a wider Singapore and Indonesia and South Korea.

- sometimes we have to tell him to back off!” scope of work and establish itself as one of the The growth in debt capital markets was in

Leading lawyers: Neil Torpey most balanced practices rather than an IPO- large part assisted by a soaring interest in

Woo Kwan Lee & Lo is the favourite long- focused shop. The team has significant Chinese sovereign bonds, although the period

standing local law firm among Hong Kong strength in exchangeable and convertible was also marked by the popularity and explo-

publicly listed companies. Although the firm securities, drawing from the expertise of its sive growth of medium-term note (MTN)

was less active than its competitors in IPO highly-rated structured products team. programmes. Most government bond yield

and listing work, Woo Kwan Lee & Lo was The firm suffered a tragic loss in July 2010 curves steepened in 2009, reflecting a combi-

kept busy throughout the year by bonus with the passing of leading partner Allen nation of supply concerns and build-up of

issues, top-up placings, and open offers for Wong. He will be missed within the firm and public debt.

clients with an established relationship with the market, and was well respected by his There has been several significant develop-

the firm. clients. “I have dealt with many lawyers from ments in the Chinese bond markets. For one,



www.iflr1000.com 2011 EDITION

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HSBC became the first foreign bank to billion, Reg S, euro-demoninated bond for Management Coporation (Psalm), which con-

underwrite a domestic, renminbi-denominat- Hutchison Whampoa, the largest issue ever by sisted of an exchange offer and an offering for

ed issue. Over the same period, a consortium an Asian corporate and largest euro-demoni- cash of $600 million each.

of small-medium enterprises (SMEs) issued nated bond in Asia ex-Japan. In addition, the team acted as counsel to

the first structured MTN programme ever in In China, the team advised an internation- Petronas in concurrent offerings of $3 billion

China and has been attracting a large amount al financial institution on the framework for senior notes and $1.5 billion in Islamic Trust

of investor attention. issuing renminbi bonds on the interbank mar- Certificates. The transaction marks the second

The Chinese government also issued a 50- ket, which if successful will be part of a pilot largest corporate debt issuance ever in Asia ex-

year bond, which following the government’s scheme for the first issue of renminbi bonds Japan, and is one of the largest global sukuk

first-ever bond offering in Hong Kong, is seen by a foreign institution. offerings ever completed.

as China’s efforts to broaden the international Of the two partners, one client mentions

use of the renminbi and further develop the that “Andrew Harrow and David Johnson are Leading lawyers

bond market in Hong Kong. our first point of contact whenever we have a Clayton Johnson

Otherwise, the bond market in Hong debt capital markets inquiry because they are

Kong remains less than vibrant, with MTN helpful, commercially practical and a pleasure

programmes issued by corporates as the pri- to work with.” Clifford Chance

mary activity in the market. As private equity Allen & Overy’s expertise spans across the Star partner Connie Heng’s commitment to

begins to pick up, interest in convertible region. Johnson’s US law knowledge was the development of onshore and offshore ren-

bonds is also on the uptick. “Foreign interest sought after by the government of Vietnam minbi debt markets is evident in the quality of

in the region’s bond market is rising due to for the country’s first sovereign debt issue her transactions and clients. The Clifford

Asia’s quick economic recovery, appreciation since 2005, a $1 billion Rule 144A/Reg S US Chance team, having previously led the mar-

pressure of the region’s currencies and higher dollar-denominated offering. ket on several deals including the China

returns in several markets,” notes a commen- India also deserves a special mention - the Development Bank’s inaugural renminbi

tator. Hong Kong-based team advised on more retail bond issue in Hong Kong and foreign

A trend on the revival is the issuance of MTN Programmes in all respects than any issuer IFC’s renminbi-denominated bonds in

high-yield notes by property developers in other international law firm and instructed on the domestic market, this year advised on the

China for projects in Indonesia who are some of the most significant bond issuances first offshore renminbi bond by HSBC China.

unable to tap into bank financing because of coming out of the country, including those This HK$1.13 billion ($145 million) offering

their perceived risk or unwillingness to tap for Axis Bank, Bank of Baroda, Bank of India, was the first foreign bank to be given clearance

into the equity markets because of the dilu- Export-Import Bank of India, Indian Oil by China’s State Council to issue renminbi

tion of ownership. These areas, albeit volatile Corporation and State Bank of India. bonds in Hong Kong through their mainland

depending on the movement of the market, subsidiaries.

will remain prominent over the course of the Leading lawyers More recently, Clifford Chance’s focus

year. Andrew Harrow weighed heavily on the side of innovation and

David Johnson created new opportunities for clients hoping

to broaden investor base and diversify funding

Allen & Overy channels. Heng’s close relationship with Bank

“Allen & Overy is one of my favorite law firms Cleary Gottlieb Steen & of China led to her lead role in a $1.6 billion

for debt capital markets transactions especial- Hamilton regulatory capital fund raising; the first since

ly for investment-grade issuers,” comments an Even with Hong Kong’s proximity to China, the Basel consultation papers on proposed

investment banking client. “Its service has locating a hub here does not necessarily mean changes to regulatory capital, and a $900 mil-

always been consistent and very reliable, and the best deals are found domestically - this is lion tap of its existing subordinated bonds,

as an in-house lawyer, working with Allen & the message Cleary intends to bring to clients marking Asia’s largest non-sovereign issue to

Overy gives me a lot of comfort on the legal by showcasing its variety of high-end deals in date.

aspects of the deal.” primarily the Philippines, Malaysia and Korea Clifford Chance’s Hong Kong team

With Allen & Overy’s traditional domi- advised on by specialists in its Hong Kong advised The Bank of New York Mellon in its

nance in debt capital markets, it is to no sur- office. capacity as delegate in relation to the

prise that this magic circle firm drew the most Cleary’s bright spot continues to lie in its Government of Malaysia’s $1.25 billion sukuk

benefits from market-leading opportunities representation of governments and govern- al-ijara (government bond). The sukuk yield-

once bond issuances picked up in the last ment-controlled companies in the region. The ed 3.92%, representing the lowest absolute

quarter of 2009. Following on from last year’s firm is the designated underwriters’ counsel yield achieved by an Asian sovereign over the

expectations, the team led by David Johnson for offerings by the Philippines, one of Asia’s past five years. The deal also represents the

successfully advised HSBC and Citigroup on most frequent sovereign borrowers. In one largest global sovereign Islamic issuance to

underwriting the first covered bond in Asia. noteworthy deal among many, partner Yong date.

Although a common structure in Europe, this G Lee acted for Barclays Capital, Deutsche Clifford Chance commands a notable

unique deal was a standalone issue owing to Bank and HSBC in a $1.5 billion dual- high-yield practice among magic circle firms

complex Korean law hurdles and credit card tranche bond offering by the Republic of the in Asia. Combined with the firm’s forté in tra-

receivables in the cover pool. Philippines. ditional debt offerings, Clifford Chance was

Practice head Andrew Harrow secured The team’s other experiences in Southeast adequately equipped for advising Barclays

appointments on some of the most ground- Asia include its representation of joint dealer- Capital, Deutsche Bank and ING on a $600

breaking corporate issuances, including his managers on the $1.2 billion liability manage- million combined high yield and loan financ-

role as counsel to HSBC, Calyon and ment transaction and global offering by ing package for Bukit Makmur Mandiri.

Deutsche Bank as lead managers on a 1.75 Philippines Power Sector Assets and Liabilities



2011 EDITION www.iflr1000.com

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Although the team also advised on the first Linklaters a quiet year with a scarcity of deals on its

high-yield debt issue since the financial crisis “They have a tremendous amount of experi- menu as a consequence, leading lawyers

for a Chinese property developer with a value ence in the region’s debt markets, and consis- Anthony Root and Josh Zimmerman regained

of $300 million, the market notes that the tently ranks within the top five firms from our traction this year with the team advising

firm has been less visible on significant deals perspective,” says an investment banker. Lumena Resources on its debut high-yield

since Alex Lloyd left to join Sidley Austin in “They are able to provide full service, to the issue; a $250 million, Rule 144A-registered

April. extent that if a capital markets transaction bond, alongside bookrunners Bank of China,

raises regulatory issues or escalates to a dis- Credit Suisse and Deutsche Bank. In one of

Leading lawyers pute, then they have strengths in all those the first debuts from the Asian non-invest-

Connie Heng areas as well.” ment grade market in more than two years,

The award-winning team at Linklaters Root and Zimmerman successfully closed the

should not be judged solely by its deeply-rooted deal despite the bond being sold in a new and

Davis Polk & Wardwell experience in convertible bond-type issues, but relatively unknown sector with few compara-

William Barron has driven the practice over rather on the breadth of their activity in all seg- bles.

the years to maintain Davis Polk’s position as ments of this market, including investment “Anthony Root is one of the strongest debt

the premier go-to firm for high-yield instru- grade bonds, high yield bonds, MTNs, sover- lawyers [in Hong Kong] and in terms of expe-

ments. Given the quality on its deal sheet and eign bonds, regulatory capital instruments and rience he is the greatest,” says an in-house

endless commendation from clients, the team retail bonds. Linklaters’ debt practice often sees counsel. “He’s very good at explaining issues

has continued to do just that - perform on an added advantage from its close interactions and very familiar with the high yield

high-calibre high yield transactions. with the financial services regulatory and struc- covenant.”

However, one unexpected transaction, tured products team in closing the most com- Milbank then followed with a landmark

Temasek Holdings’ $1.5 billion and $500 plicated transactions for clients. deal in representing Adaro Indonesia on its

million MTN issues, reveals a broader side of William Liu advised Bank of China and $800 million high-yield issue. The transaction

the practice growing off from the firm’s tradi- Bank of Communications on the Chinese was the first ever 10-year, US dollar-denomi-

tional offerings and expertise. Deutsche Bank, government’s Rmb6 billion ($886 million) nated private sector corporate bond out of

Goldman Sachs and Morgan Stanley were all sovereign bond debut in Hong Kong. The Indonesia, as well as the biggest Asian high-

advised on the deal, one of the largest Asian success of this deal is recognised for its yield launch since June 2008.

debt capital markets deals successfully 149,451 applications in the retail space,

launched in 2009. which made it more than three-times over- Leading lawyers

With the firm’s forté in high-yield subscribed; not bad for the first sovereign ren- Anthony Root

issuances, the market took comfort in Davis minbi bond issue outside of mainland China. Josh Zimmerman

Polk’s knowledge on the products largely in Linklaters also advised the distributor banks

the context of liability management. For on the retail distribution of the bond.

example, Davis Polk advised Credit Suisse as Another landmark transaction was the Shearman & Sterling

dealer-manager to Sino-Forest Corporation in $500 million capital securities issue by Bank “High yield bonds are very complex and

respect of its July 2009 exchange offer and of East Asia, the first hybrid Tier I offering for require someone with the expertise to work

consent solicitation. This was highly innova- a Hong Kong bank, completed ahead of through the complexities of the covenants, or

tive in that it was the first time an Asian issuer sweeping regulatory changes under the Basel there would be costly ramifications to any

had done a simultaneous exchange offer and III framework. errors made,” says an in-house counsel.

consent solicitation on a Rule 144A issue that Other notable highlights include “Shearman & Sterling has the best high-yield

were not contingent upon each other, thereby Linklaters’ representation of HSBC as practice out in Asia with their extensive expe-

satisfying typical high-yield covenants. arranger to The Link Finance’s $1 billion rience.”

The team also advised the underwriters in MTN programme, the first MTN programme While Colin Law and Peter Chen’s addi-

Sino Forest’s proposed concurrent convertible by a real estate investment trust in Hong tion to the existing capital markets team at

bond and secondary equity offerings in Kong, and the $188 million high-yield notes Shearman & Sterling is looked upon

December 2009 and its novel and complex exchange offer in connection with Sino- favourably by the firm’s competitors on the

exchange offer for Mandra Forestry debt. Forest’s acquisition of Mandra Holdings. equity side, its work on debt products is less

On Indika’s offering of high yield notes publicised but is equally integral to the prac-

(nominated for IFLR magazine’s Asia Debt Leading lawyers tice, particularly in convertible and exchange-

Deal of the Year award), Barron advised Nigel Pridmore able bonds.

Citigroup Global Markets to employ a com- Jeremy Webb This side of the practice is run by manag-

plex security involving parent and subsidiary ing partner Matthew Bersani. Having already

guarantees, share pledges, and intercompany developed the product expertise with Bersani

loans, and a covenant package to ensure bond- Milbank Tweed Hadley & McCloy and fellow partner Won Lee at the helm of key

holder protection and flexibility for the issuer Capturing instructions to some of the largest convertibles transactions, Law and Chen

in respect of its key asset, a 46% interest in and most attractive high-yield issuances this complete the picture with their familiarity of

Kideco. The covenant package was cus- year and divulging on equally fascinating and Hong Kong Listing Rules filings and compli-

tomised to ensure a greater-than-usual degree innovative solutions, Milbank heads upwards ance issues to provide a complete one-stop

of control over Kideco. in the rankings this year with clients and com- shop solution.

petitors alike acknowledging that the firm is “Won is the best high yield lawyer in

Leading lawyers one of the leading high-yield outfits in town. Asia,” says an investment banker. “He is

William Barron Having been penalised for the exclusivity extremely knowledgeable and experienced

of its offerings and having progressed through with the high yield covenants and will work



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closely with his clients to ensure that the deal The team expects to secure instructions to get up to speed with the structure and even

is tailored to the needs of the issuer and the across the region with Lloyd’s expertise, informed us of how it could be improved.”

investors.” although Sheridan’s has focused primarily on More recently, with the window of oppor-

This is most evident on Shearman’s ability the China market this past year. Outstanding tunity expanding around Chinese high-yield

to represent the issuer, China Green, on the deal highlights include the team’s representa- property work, Lam advised Bank of America

issuance of an Rmb1.35 billion ($199 mil- tion of Country Garden in its offering of Merrill Lynch and HSBC as underwriters in a

lion) convertible bond listed on the Singapore $300 million senior notes and $550 million $300 million Rule 144A/Reg S high-yield

Stock Exchange and subsequent application high yield notes pursuant of Rule 144A/Reg offering for Agile Property Holdings.

for listing of new equity converted from the S, in which the former deal marks Asia’s first Fellow capital markets practitioner Alec

bonds on the main board of the Hong Kong high-yield bond in 14 months and first China Tracy has also been busy, acting for Hidili

Stock Exchange. high yield since 2007. Industry International Development in its

Further signs of experience can be found “Sheridan is more efficient than I expected $250 million renminbi-denominated convert-

in the team’s role on Vincom Joint Stock and always gives constructive and practical ible bond offering, and for Goldman Sachs in

Company’s convertible bond offering that saw advice to tackle some of the issues,” says a relation to Country Garden’s $500 million

the firm take home Debt & Equity-Linked mainland Chinese client. “He would provide Rule 144A/Reg S high-yield offering, as well

Deal of the Year at the 2009 IFLR magazine’s us with good suggestions and tell us which as the subsequent tender offer for the convert-

Asia Awards. The deal is Vietnam’s first over- scenarios would fit us more.” ible bond holders of the same company.

seas sale of convertible bonds and first inter- The other side of the practice saw Timothy

national Vietnamese capital raising since a Li act for China’s Ministry of Finance in rela- Leading lawyers

2005 sovereign bond that Shearman & tion to the debut public offering and institu- Edward Lam

Sterling also advised on. Bersani successfully tional placement of renminbi-denominated Alec Tracy

navigated through the difficulties of the trans- bonds with principal amount of Rmb6 billion

action despite there being no concrete process ($886 million) in three tranches. The deal was

or procedure in place for registering and the third renminbi bond offering Sidley has Other ranked firms

approving convertible bonds in Vietnam. participated in 2009, and also the first time Latham & Watkins has received considerable

Also, Bersani’s active relationship with the Chinese government issued renminbi instructions from Indonesia and China in the

Hong Kong corporates made him a favourite bonds offshore. wake of economic recovery over the past 12

choice for one of the most high-profile invest- months. Leading partner and high-yield spe-

ment grade issues last year - the $3 billion Leading lawyers cialist John Otoshi, with support from fellow

Hutchison Whampoa offering. Constance Choy partner Eugene Lee and counsel Lou

Matthew Sheridan Rabinowitz, have been quick to successfully

Leading lawyers complete debt issuances.

Matthew Bersani Among the most notable are the $300 mil-

Won Lee lion convertible bond for Bumi Resources and

Skadden Arps Slate Meagher & the $800 million high-yield bond for Adaro

Flom Indonesia. Adaro’s senior notes offering was

Sidley Austin During the half year of stalled deals and a less- the first ever ten-year Indonesian private sec-

Sidley Austin propels into the first tier this than-favourable environment in the high- tor corporate high-yield bond and the largest

year with a strengthening practice that con- yield arena, Edward Lam’s team was kept on of any maturity.

tinues to win accolades from clients and admi- the tips of its collective toes by one of the few “I would recommend John Otoshi because

ration from peers. The team has largely bene- mandates still available in the market: a liabil- he is a very senior counsel and has deep

fited from growth areas that falls directly in ity management deal for SRE Group. knowledge of the practice,” recalls an overseas

line with its China strategy. That is, facilitat- Skadden was able to win this deal as a direct client. “He can reach your objectives and yet

ing the pursuit of capital by both the Chinese result of the firm’s capability to serve profes- also be able to work together with the issuer’s

government and property developers, result- sional advice on US, English and Hong Kong counsel to address problems that arise during

ing in one of the most well-rounded deal law all under one roof. the process and find solutions.”

sheets in the market and recognition as the The deal involved three related transac- Leading lawyers: John Otoshi

Most Innovative US Law Firm at IFLR maga- tions: a tender offer and consent solicitation Mallesons Stephen Jaques’ Richard

zine’s 2010 Asia Awards. to the holders of SRE Group’s $200 million Mazzochi won several impressive mandates

Already featuring veteran US law practi- high-yield bonds, governed by US law; an this year up against traditional and more

tioner Matthew Sheridan on its high-yield issue of Rmb446.9 million ($66 million) con- established players in this space, positioning

debt team, Sidley Austin recently welcomed vertible bonds, governed by English law; and the firm as one of the go-to MTN programme

Alex Lloyd from Clifford Chance to its grow- a top-up placement of its Hong Kong shares, outfits for Hong Kong blue chips.

ing bench of experienced lawyers. At the time amounting to HK$500 million ($64 million), In particular, the leading practitioner acted

of writing, it was announced that long-time governed by Hong Kong law. Lam’s success of for CLP Power Hong Kong on the issue of

debt and high-yield specialist Jason Elder the deal epitomised the true qualities of an $500 million Hong Kong-listed notes under

would be leaving the firm for rival Mayer integrated practice. its $2.5 billion MTN programme this year.

Brown JSM. “Asia ex-Japan, they are the best I’ve The deal adds greater quality to the team’s list

Of Sheridan, one client says: “He’s very worked with,” notes a financial client. “Once of clients that already includes DB Trustees,

experienced in high yield, and when he nego- we were relying on a document drafted by The Bank of New York Mellon Trustee and

tiated with bankers, it was a tough time but he another firm but we wanted more financing Hong Kong Electric Finance.

negotiated very hard for us.” on similar terms, so Skadden came in, “Mallesons have a thorough understanding

reviewed the document and was quickly able of our business model and our critical func-



2011 EDITION www.iflr1000.com

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tions,” says one commercial bank. “Most tion was the largest international bond offer- issue for the Urban Renewal Authority of

importantly they highlight the key risks and ing from the Chinese property sector and one Hong Kong.

areas where our documentations may require of the largest corporate offshore bonds from The team was involved in the annual

improvement.” China. updates of MTN programmes for many of

Additionally, Mallesons was involved in Fried Frank Harris Shriver & Jacobson Hong Kong’s blue chip corporates as well,

the debt restructuring of Rmb3.72 billion encountered a number of restructurings in the including Swire Pacific, Standard Chartered

($549 million) of promissory notes of proper- first half of 2009, as exemplified by the firm’s and MTR Corporation. Heading the transac-

ty developer Glorious Property Holdings. role as US counsel to dealer-manager Merrill tions on MTN programmes is partner

William Ku is often singled out as a client Lynch in a fixed price all tender offer by Nine Laurence Rudge.

favourite: “He takes extra steps to make sure Dragons Paper for all of its outstanding $284 Due to the firm’s expertise in this area,

our transaction is carried out smoothly-in million high yield bonds. Slaughter and May was also instructed to act

other words, he delivers.” Merrill Lynch continues to seek Fried for the Hong Kong Monetary Authority on

Leading lawyers: William Ku and Richard Frank for advice on related liability manage- the establishment and implementation of the

Mazzochi ment matters due to the expertise of seasoned government bond programme to issue gov-

Simpson Thacher & Bartlett is similar to capital markets lawyer Joshua Wechsler on ernment bonds to retail and institutional

other US firms in Hong Kong in that it is debt restructuring and high-yield debt offer- investors.

known widely for its equity capital markets ings. Sullivan & Cromwell retains its reputa-

capability and represented to a lesser extent in Of Wechsler, one client recalls: “We had a tion as an innovative, thinking and creative

its debt offerings. last minute hiccup in our transaction, but US law outfit with some of the widest range of

However, in 2009, Chris Lin led the team Wechsler was able to recommend an innova- product offerings, in all respects of debt and

that advised Credit Suisse as underwriters to tive workaround and pulled the deal together equity-linked capital markets work, available

two concurrent offerings of zero coupon in its final 48 hours.” to clients.

exchangeable bonds, with each issue valued at Leading lawyers: Joshua Wechsler With the support from counsel John

$127 million and $80 million respectively. Hogan Lovells considerably strengthened Young, Hong Kong partner William Chua led

The exchangeable bonds carried a negative its debt capital markets practice this year with the team that advised Tata Motors in a con-

0.5% annual yield. This transaction was the arrival of counsel and structured products current offering of $375 million convertible

reported to be the first convertible/exchange- specialist Vincent Sum from Linklaters. Sum notes and 30 million global depositary shares

able bond offering that was offered at a nega- has more than 13 years of experience in high for an approximate combined deal size of

tive yield by a Taiwan-based issuer since 2005 yield credit derivatives, structured credit and $750 million.

and the first convertible bond offering by any debt restructurings. Woo Kwan Lee & Lo is a particularly

Taiwan-based issuer since 2008. Sum was recently mandated by the Bank active local firm for its representation of Hong

Leading lawyers: Chris Lin of New York Mellon on a number of transac- Kong-listed blue-chip corporates. The team

DLA Piper offers a niche practice in two tions, including $300 million high-yield notes has acted on a number of single-issues, most

areas: convertible bond offerings and Korean issued by Country Garden. He also worked notably its role in relation to New World

notes issuances. Partner Jeffrey Mak is regard- closely with Singapore-based Ken Hawkes on Development Company’s $500 million guar-

ed as knowledgeable in drafting contract and the new issuance of $140 million convertible anteed notes.

disclosure documentations, as well as advising bonds and repurchase of $150 million and However Woo Kwan Lee & Lo also

on the adjustments to conversion prices. $250 million convertible bonds by Amtek exhibits experience in establishing MTN pro-

Key mandates include an issue of $280 Auto Limited, as well as the S$2.5 billion grammes, as demonstrated by its involvement

million convertible bonds for Beijing ($1.8 billion) multicurrency MTN pro- in one of the largest in Hong Kong, The

Enterprises Holdings. JC Lee is the head of gramme by CMT MTN. Hong Kong and China Gas Company’s $1

DLA Piper’s Korea Practice and often advises billion MTN programme.

financial institutions on debt issues in the

jurisdiction. A noteworthy example is his role Other notable firms Capital markets - structured

as advisor to Woori Global Markets Asia as Minter Ellison represented two issuers in rela- finance and securitisation

lead manager of a $50 million floating rate tion to the renegotiation and restructuring of

note issue by Fila Korea. their bonds with private-equity investors. Recommended firms

Leading lawyers: JC Lee and Jeffrey Mak Leading partners Fred Kinmonth and Tier 1

Freshfields Bruckhaus Deringer’s Andrew Elisabeth Ellis advised Hong Kong-listed Allen & Overy

Heathcote now replaces retired leading part- Aptus Holdings Limited on a $284 million Linklaters

ner Clive Rough as the firm’s team leader in notes restructuring, including providing Mallesons Stephen Jaques

debt capital markets work. Heathcote relocat- advice on Listing Rule requirements and

ed from Freshfields’ London office and brings obtaining approval from the HKSE. Tier 2

with him a wealth of knowledge in structured “They are punching above their weight,” Clifford Chance

finance. He has acted on multi-jurisdictional says a client. Mayer Brown JSM

securitisations, structured products and debt Kinmonth and Ellis also advised Hong Orrick Herrington & Sutcliffe

capital markets transactions over a wide vari- Kong-listed China Vanguard Group on a Simmons & Simmons

ety of asset classes. restructuring of $35 million senior convert-

Before Rough’s departure, the firm acted ible redeemable notes. Tier 3

for Bank of America Merrill Lynch and Boc Slaughter and May’s practice highlights Ashurst

International as joint bookrunners on the this year include representation on the estab- Baker & McKenzie

issue of $750 million high-yield notes by lishment of a $1 billion MTN programme DLA Piper

Evergrande Real Estate Group. The transac- and a HK$1.5 billion ($193 million) note O’Melveny & Myers



www.iflr1000.com 2011 EDITION

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Despite the rest of the market recovering from Matthew Hebburn advised Deutsche Bank on segments of the market from complex securi-

the depths of the financial crisis, investors the amendment of a variety of existing collat- tisations to OTC derivatives work. The team,

remain uneasy at the thought of structured eralised debt obligation (CDO) transactions noted as “highly responsive and quality” by

finance and securitisation. As expected, secu- to adhere to the 2009 Isda Credit Derivatives one client, took more than its fair share of the

ritisations are few and far between, with the Determinations Committees and Auction relatively few transactions in this area over the

rare exception of commercial and residential Settlement Supplement. Completed in June last year, including two securitisations and

mortgage-backed securities issued by Korean 2009, this deal proved significant as it was the three of the five structured products autho-

banks. first instance in which pre-existing CDO rised by the Securities and Futures

Structured products in general are not transactions were amended to cater for the Commission (SFC) for retail distribution in

completely relegated to the sidelines, as Auction Supplement. Hong Kong.

investors are showing a greater interest in Among the other notable advisory roles, Advised by star partner Andrew Malcolm,

asset-linked products to diversify their portfo- Catherine Husted closed a deal for Nomura Citigroup Global Markets creatively struc-

lios. However, “these are for hedging purposes International as the issuer on the establish- tured an issue of assignable call options and

and not for speculation” says a partner. The ment of a listed structured products pro- third-party warrants in conjunction with a

products are typically of a bespoke nature, gramme in Hong Kong, and was part of the loan facility offered to Yue Yuen to replicate

rather than plain vanilla retail products found team led by Hebburn that undertook a risk and customise a conventional convertible

on exchanges. The size of these transactions management project involving legal review bond offering. The $300 million deal repre-

tends to be small. and analysis of Morgan Stanley’s existing port- sented the most innovative synthetic convert-

Another immediate issue that has yet to be folio of SPV transactions. The latter included ible bond structure in the market last year.

resolved is the Lehman Brothers-related affair, CMBS, RMBS, credit-card securitisations, Because of the thin market, the experi-

in which liquidators are working closely with loans, repackaging transactions, CLOs and a enced team at Linklaters was able showcase its

securitisation experts to determine the value wide range of derivatives transactions. ability in non-transactional work. Aside from

of the insolvent company’s property mortgage “They are fast, comprehensive and critical- the team’s continuing key role in coordinating

securitisation portfolio in China’s real-estate ly correct,” says a client. “When I engage KPMG in relation to the close-out of Lehman

market. Allen & Overy, there is no doubt in my mind Asia’s OTC derivative positions with a signifi-

As a result of the problems raised during [our instructions] will get handled as cant number of counterparties and related

the financial crisis, this practice area is under- described and that it will be given all the minibond settlement valued at HK$6.3 bil-

going a lot of industry sponsored changes. attention it deserves, whether it is a small one lion ($808 million), Linklaters also advised

Many companies are now taking a step back off transaction or a larger recurring one.” Isda on its Asian CMISO equity derivatives

to reanalyse their structured products portfo- In transactional matters, Hebburn acted project and the Hong Kong Association of

lios to determine how securities can be for Standard Chartered Bank on a deal that Banks on the responses of the banking indus-

restructured to meet the new International comprised a structured oil futures arbitrage try to the SFC’s consultation papers on the

Swaps and Derivatives Association (Isda) transaction involving a loan facility, security future of the structured products markets.

requirements and proposals. How risks can be package, cash settled commodities derivatives However, the cornerstone of Linklaters’

identified and mitigated in future derivatives transactions and profit-sharing arrangements ability lies with Chin-Chong Liew as advisor

transactions, both taking up new positions or with one of the largest independent oil sup- to 32 banks in respect of the 2009 version of

divesting assets from a portfolio, is also being pliers in Singapore. Yvonne Siew advised on the China Inter-bank Market Financial

addressed. This is in light of a growing num- several structured equity financings for major Derivative Transactions Master Agreement

ber of disputes regarding structures products, banks, which included an innovative structure documentation published by the National

from claims of mis-selling, to attempted repu- to enable the acquisition of H-shares and Association of Financial Market Institutional

diation on the ground of lack of authority, to restructuring in relation to a transaction in Investors. Linklaters was the only foreign law

disputes on valuation. India. firm that was a member of the drafting com-

“Matthew [Hebburn] has a great wealth of mittee in both 2007 and 2009.

experience in the structured products space

Allen & Overy and has dealt with the gamut of issues in both Leading lawyers

With the renewed focus on the regulatory the legacy transaction and new business,” says Chin-Chong Liew

regime for structured products around the one commercial banking client. “For me, he Andrew Malcolm

region, Allen & Overy has been at the fore- really stands out because he is able to draw on Mary Matson

front of developing industry-sponsored experiences from working in the US, UK,

changes, including the introduction of mar- Japan and Hong Kong for transactions we

ket-wide methodology for the determination work on, and for someone of his level of Mallesons Stephen Jaques

of credit events, auction procedures and reso- seniority he is very much hands-on, respon- “They are top class,” says an in-house counsel.

lution of collateral disputes. The firm’s role as sive and even pro-active in his advice.” “They are lateral thinkers who give informed

Hong Kong, European and US counsel to answers that go outside of general thinking

Isda gives Allen & Overy the added advantage Leading lawyers and they would call regulators when they

as they often lead the charge in various legal Matthew Hebburn aren’t on the clock for just because they have a

regulatory and documentary developments in Catherine Husted good relationship with them [the regulators].”

relation to over-the-counter (OTC) deriva- Yvonne Siew In spite of securitisation specialist

tives. Adrienne Showing’s departure to the London

Clients substantially benefitted from the office, this Australian firm continues to posi-

firm’s analysis on the operational impact of, Linklaters tion itself ahead of the market with its

and adaptation to, the new regulatory Linklaters consistently features in the top tier tremendous capability in structured products

regimes. For example, leading partner for the breadth of their offerings, spanning all and derivatives. Leading lawyer Minny Siu



2011 EDITION www.iflr1000.com

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received a wealth of new instructions as banks their rights and obligations under various securities (ABS) deals from Korea that suc-

took on a renewed interest in the retail prod- structured products agreements following the cessfully closed in 2010.

uct space since the fourth quarter of 2009. collapse of Lehman Brothers. The Orrick team advised a Korean origi-

Siu is advising four financial institutions in nator and servicer in a securitisation of con-

the establishment of a listed structured prod- Leading lawyers sumer auto loans in one instance, and acted

uct platform in Hong Kong and an issuer on Paget Dare Bryan for the trustee and agents in relation to a $518

the potential launch of a new market access million securitisation of Korean mortgage

product. Her knowledge in this market is top- loans in another, further strengthening the

class, with clients including Bank of China, Mayer Brown JSM team’s ten-year track record of successfully

BNP Paribas, Deutsche Bank, Macquarie Drawing from the strengths of its restructur- structuring RMBS deals out of Korea. Orrick

Bank, Rabobank, RBS and UBS receiving ing and insolvency practice, Jeffrey Chen’s was also nominated for Structured Finance

counsel on the daily issuances of their listed structured finance team at Mayer Brown JSM Team of the Year by IFLR magazine for its

structured products. (described as “top notch” by a client) fully work on similar deals.

Other complicated transactions saw Siu demonstrates its familiarity on products with After representing Shinhan Bank on its

brought in to advise Credit Suisse on a com- varying degrees of sophistication as counsel on only RMBS issue last year, Orrick was

plex total-return swap mechanism with a the largest Asian insolvency in history - the instructed by joint lead arrangers, BNP

value equivalent to a $40 million credit-linked winding down of assets in Asia-based Lehman Paribas, HSBC and RBS, on a new $400 mil-

note in an event of any shortfall as part of a Brothers Group entities following its global lion Korean RMBS transaction for Shinhan

project finance deal in Indonesia. collapse. Bank in September 2009. This became the

JPMorgan also sought her representations Chen took a central role in the deal, acting only RMBS issue out of Korea in 2009.

to prepare a swap confirmation with options for the liquidators in respect to recovery of The team additionally handled a variety of

for early termination and subscription, with assets valued in excess of $10 billion and rec- real-estate mandates in China. Taylor was

the equity leg based on the performance of a onciliation of numerous intercompany trad- instrumental in her work advising on the

synthetic basket of mixed asset classes. “Siu ing accounts, of which assets include deriva- structure, composition and legal status of

has an excellent feel for the fast-paced changes tives and other OTC securities. complex insolvent bank debt and equity posi-

to the regulatory environment, and is very Mayer Brown JSM was substantially tions of Lehman Brothers Commercial

commercial and practical,” say an investment involved in non-transactional work over the Corporation Asia for Hong Kong-appointed

banker. past year, with the derivatives team assisting liquidators, and served as international coun-

Another in-house counsel also praises Siu: financial institutional clients in monitoring, sel to the workout and realisation of each

“In warrants and structured products [Siu’s restructuring and closing-out derivatives posi- asset, often without legal precedent in China.

team] seem to have a good feel of market prac- tions with their counterparties. The team has

tice and they know the regulator’s position so been doing work advising clients on the Leading lawyers

that adds value to their advice.” Events of Default and Termination Events Donna Healy

Partner Paul McBride acted for the joint under Isda master agreements, with a focus on Michelle Taylor

lead arrangers, RBS and HSBC, for the the triggering of credit events under credit

renewal of the S$150 million ($107 million) default swaps.

securitisation for Courts (Singapore) and Chen also leads a small but proficient secu- Simmons & Simmons

advised Goldman Sachs on structured notes ritisation practice, with Hong Kong Mortgage Simmons & Simmons possesses a leading

term sheets, including equity-linked notes Corporation (HKMC), one of the largest practice in the hands of Paul Browne, a spe-

issued by BNP Paribas, Société Générale and securitisation entities in Hong Kong, as a key cialist across structured products. Despite the

Deutsche Bank. client. The team represented HKMC as sole economic downturn, Browne’s team gained

buyer of $400 million floating-rate secured traction from demand-driven interest return-

Leading lawyers notes issued by Shinhan Mortgage Second ing to the region and new money being rein-

Minny Siu International. This was one of only four cross- vested into structured products, albeit less

border securitisations out of Korea in 2009. complex products found in years prior.

Together with Sau-Wing Mak, also a lead-

Clifford Chance Leading lawyers ing partner in the derivatives space, the team

Clifford Chance acts for a number of key Jeffrey Chen continues to advise on general asset repackag-

players in the structured finance and securiti- ings, CDOs and structured credit/equity

sation market, such as Morgan Stanley, on its products for investment banks including

debt-linked securities programmes. The team, Orrick Herrington & Sutcliffe Citigroup, JPMorgan, CLSA and Morgan

led by leading lawyer Paget Dare Bryan, works Under the guidance and leadership of lumi- Stanley.

regionally on OTC derivatives and cross-bor- nary Michelle Taylor, a name consistently Highlights include a bespoke transaction

der structured products in terms of new praised by fellow securitisation practitioners, for a Taiwanese company; advising the banks

issuances. the team at Orrick Herrington & Sutcliffe on a new credit- and commodities-linked debt

Clifford Chance also works closely with remains as one of the most impressive prac- product, as well as the first innovative equity-

regulators, such as Isda and the Securities and tices in Hong Kong due to its involvement linked investment programme from a foreign

Futures Commission, on proposed changes in with most securitisation deals circulating issuer and a new retail market products relat-

documentation and market practices in rela- around the region. ed to equity-linked, fund-linked, warrants,

tion to credit derivatives. In an otherwise dormant market, Taylor callable bull/bear contracts and renminbi

Assisting clients with the restructuring of worked alongside up-and-coming of-counsel bond structured products.

existing derivative positions is a large part of Donna Healy on the only two asset-backed Similar to its competitors, Simmons &

the team’s work, such as advising clients on Simmons was approached for a greater num-



www.iflr1000.com 2011 EDITION

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ber of advisory and restructuring work this Bank lending the start of 2010 led to the government’s pro-

year. This includes the team being retained by posed crackdown on borrowing in an effort to

Isda on new consultation papers on industry Recommended firms cool inflation in the real estate market. The

regulations. Tier 1 result was a scramble for liquidity offshore,

Allen & Overy leaving property developers to seek competi-

Leading lawyers Clifford Chance tively priced loans from low interest rate

Paul Browne Linklaters havens such as Hong Kong. “We’re seeing a

lot of syndicated loan and high-yield property

Tier 2 plays simply because they don’t want to com-

Other notable firms Baker & McKenzie mit their projects as collateral,” notes a com-

Ashurst in association with Jackson Woo & Hogan Lovells mentator.

Associates partner Peter Kwon moved from Mallesons Stephen Jaques

his previous role as a market-leading securiti- Mayer Brown JSM

sation specialist at DLA Piper to spearhead Paul Hastings Janofsky & Walker Allen & Overy

efforts at Ashurst Hong Kong’s newly set up Richards Butler in association with “They’re excellent as they cut through the

practice. Reed Smith complex transactions and tell us exactly what

Kwon has previously advised on some of White & Case to do,” says a client. “They think through all

the largest securitisation transactions in Asia the angles for us, and since we have a lot of

before the financial crisis and has extensive Tier 3 faith in the advice they give us, we can imple-

experience advising structured finance trans- DLA Piper ment their recommendations immediately.”

actions, international debt capital markets, Freshfields Bruckhaus Deringer This sentiment is shared unanimously

Isda documentation on derivatives, and secu- Herbert Smith throughout the market, reflecting the desire of

rities regulatory matters. Kwon also had a Latham & Watkins clients in Hong Kong to turn to the Allen &

hand in and successfully closed several of the Norton Rose Overy team for reliable and commercial

RMBS issued by Korean banks last year. Sidley Austin advice on their largest and most complicated

Leading lawyers: Peter Kwon Slaughter and May transactions.

O’Melveny & Myers is one of the leading Despite the tightening credit environment

niche outfits in the market for securitisation “The first half of the year [2009] was still cri- from the ensuing impact of the global finan-

despite a scarcity of issuances and a lack of sis work,” says one practitioner. “We only saw cial crisis, Vicki Liu’s team has been able to

demand for structured products in aftermath a trickle of new money come through in the seize the few new regional deals available in

of the crisis. Clients would not hesitate to second half.” Despite the positive sentiment the market. In light of Roger Lui and Joseph

instruct star practitioner Neil Campbell on and general optimism in the economy, com- Tse’s success with the $80 million Real Gold

some of the most innovative and complex mentators are often reminded that loan pre-IPO financing earlier this year, in particu-

mandates still available in market. restructurings and refinancing remain a large lar these are equity margin-type deals includ-

The firm represented Deutsche Bank in part of the game. With financial institutions ing pre-IPO and share-backed financings.

June 2009 as arranger in a combined ¥8.5 bil- more willing recently to provide a helping “They are competent because they’ve been in

lion ($86 million) securitisation of Asiana hand in the form of a credit line, many bor- the market for quite some time,” says a client

Airline’s ticket receivables, the first fully sold- rowers are benefiting from this window of of the team. “They always try to advise the

down securitisation in Asia and the first opportunity by renegotiating transactions issuer on what is acceptable market practice

investor-sold Korean securitisation since where weaker-than-expected performances and would even educate the borrowers in

2008. resulted in financial covenant tests not being order to facilitate the deal, because they’re not

In terms of structures with novel features, met. grandstanding lawyers.”

Campbell represented the Industrial Bank of Practitioners are observing strong indica- Of the notable deals that fall under this

Korea (IBK) as guarantor of a unique $200 tions of a resurgence in leveraged finance and category, the team advised a global investment

million structured note issue by FAF margin financing is among the popular routes firm with particular focus on distressed asset

Securitisation Specialty where the notes are through which companies can access credit. on the subscription of $220 million exchange-

unsecured and the security over the issuer’s Embracing a good common sense analysis and able bonds issued by a Chinese real-estate

assets is in favour of IBK. returning to more disciplined lending prac- company. Here, the funds flow and closing

“Campbell handled the unique structure tices, most current transactions continue to mechanics were complex given the different

thrown up by [the deal] in a clear, concise and shy away from syndications to structured intercreditor/subordination arrangements and

highly efficient manner,” says a trust manager. deals that can provide individual lenders with simultaneous settlement of syndicated loans.

“He is not afraid to stand firm and successful- greater forms of control. Allen & Overy continues to see restructur-

ly argue his client’s position.” Although pre-IPO and bridge financings ing as the norm. The team has managed a very

Campbell also represented Capita Trust are on the rise for investors seeking the first quick turnaround focus on refinancing, rene-

Company as Security Trustee in a $518 mil- viable exit from their investment since 2008, gotiating and restructuring previous high-pro-

lion RMBS issue by two Cayman SPVs; the “acquisition financing is on a standstill,” file transactions due to their intimate involve-

first asset-backed securitisation in Asia to close warns a banking specialist, “most acquisitions ment as originators of many such transac-

in 2010. are still funded through other means.” tions.

Leading lawyers: Neil Campbell It is not all bad news for the syndication In one highlight, managing partner

loan market in Hong Kong. In fact, Chinese Thomas Brown advised the mandated lead

and Australian banks have been more than arranger, Citigroup Global Markets Asia, on a

ready to provide liquidity, unlike their western $1 billion extension of the acquisition facility

counterparts. Record lending rates in China at agreement for Tata Motors’ takeover of Land



2011 EDITION www.iflr1000.com

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Rover and Jaguar in March 2008. Aside from lion ($110 million) Kexim guaranteed-facility McKenzie. However, its established relation-

tackling issues from market disinterest to agreement and a 110 million Kexim direct ship with a formidable domestic client base

extending credit, to extending debt arrange- loan agreement to be used to fund the acqui- positioned the firm well as Greater China spe-

ments for special purpose vehicles used in the sition of Skoda Power. cialists, and this helped originate a flurry of

initial acquisition, the team secured this deal regional deals for the team. Among the more

that was of the utmost importance to the Leading lawyers active clients are risk-averse Chinese banks

growth of the Indian economy. Andrew Hutchins seeking to release liquidity onto the market.

Anthony Wang “I would not hesitate to recommend them

Leading lawyers on Hong Kong matters, such as bank financ-

Vicky Liu ing,” mentions one in-house counsel.

Joseph Tse Linklaters “They’re number one when it comes to dedi-

While the post-crisis era credit markets looked cated partners and personnel.”

grim and financial institutions showed mini- In early fourth quarter of 2009, leading

Clifford Chance mal signs of activity outside of mainland partner Barry Cheng advised a syndicate of

With project finance specialist Geraint China, Linklaters was hard at work preparing banks and financial institutions in relation to

Hughes taking up the managing partner role a landmark deal with a leading property devel- a $700 million term loan facility arranged by

in Singapore, Clifford Chance continues to oper in Hong Kong that, given the right tim- the Bank of China (Hong Kong) for Sino-

concentrate its resources and capability out- ing, would reaffirm its top-tier position in Ocean Land Holdings. Although the dwin-

side of traditional investment hubs such as banking. dling market environment appeared least suit-

China and India. The opportunity came after the July 2009 ed for any syndicated loans, the rarity attract-

“Clifford Chance was extremely dedicated announcement of Henderson Land ed a very positive market response and was

to the clients and adhered to the strict sched- Development’s HK$8 billion ($1.01 billion) twice oversubscribed by a consortium of 19

ule while maintaining quality legal advisory,” three-year syndicated term facility. Led by the banks. The deal structure was in itself innova-

says one client. “Andrew Hutchins is superb ... experienced Trevor Clark, the Linklaters team tive, involving share and collection account

and truly helpful.” advised coordinating arranger Sumitomo charges for offshore holding companies, and is

Clients also speak highly of Anthony Mitsui Banking Corporation on its HK$18.1 a model for similar financings of Hong Kong

Wang: “He’s the number one lawyer in this billion term and revolving credit facility to Stock Exchange (HKSE)-listed real-estate

space [LBO financing] - innovative drafting Sun Hung Kai Properties. The result is the developers in the future.

skills, solid understanding of documentation, largest syndicated loan in the Hong Kong In addition, Barry Cheng led the charge in

extremely hardworking and reachable.” market to date (June 2010) in terms of facili- advising The Industrial and Commercial

Matthew Truman, one of the partners in ty amount. Bank of China on its HK$1.2 billion ($154

the “very experienced” acquisition financing However, while syndicated loans remain million) term and revolving facility to Regent

team, has been heavily involved in the region. few and far between - which led to John National Enterprise.

In an unprecedented deal that closed in April Maxwell relocating to London - the market Other real-estate transactions with interna-

2010, Truman advised CVC Asia Pacific looks to structured transactions with tional lenders fall under the expertise of

Limited on its Rs3.5 trillion ($388 million) favourable covenants and rates for comfort, Andrew Lockhart, who advised Citigroup

financing to Matahari Department Store in which play directly into the strengths of Clark Global Markets Asia on a number of refinanc-

Indonesia, the first ever successful sponsor-led and his team. ings to Chinese property developers. Included

leveraged buyout (LBO) in the country. “They know the market and they know in the affairs are the HK$1 billion to Lai Sun

The deal followed from another transac- the structures,” says one client referring to Development Company and HK$3.6 billion

tion completed by the same team that is no Clark’s team. “In my business there are a lot ofto China Estates and Finance, both having

less stellar in its standing. Under Truman’s issues that are not black-and-white, and they significant operations in Hong Kong. It is

guidance, one of the largest acquisition give the best advice on that.” worth noting that Lockhart is also involved in

financings in south east Asia in 2009, Royal Across the spectrum of noteworthy struc- several asset financing deals for aircraft leasing

Group’s $421 million senior facility agree- tured deals, the $2.5 billion term loan facilityto Air France and Thai Airways with signifi-

ment for the acquisition of shares from its for The Ministry of Finance in the Republic cant cross-border elements.

Cambodian joint venture partner, was com- of Angola demonstrates Clark’s capabilities. “They’re also responsible and very quick,”

pleted in November 2009. Having “knowledge of the legal frameworks says a client. “Our transaction was completed

Back in China, the $2.4 billion refinancing in different jurisdictions”, Clark acted for thesooner than expected,” says another.

and upsizing of a syndicated facility for Noble arrangers, Industrial and Commercial Bank of

Group required the expertise of Andrew China. The deal involved complicated struc- Leading lawyers

Hutchins, who dealt with a string of bookrun- turing to offset political risk and financing to Barry Cheng

ning mandated lead arrangers, including dovetail both the requirements of construc- Andrew Lockhart

Agricultural Bank of China, The Bank of tion contracts and offtake arrangements, with

Toyko-Mitsubishi, Commerzbank, DBS the loan to be repaid from oil sale proceeds.

Bank, HSBC, ING Bank, JPMorgan, RBS, Hogan Lovells

Société Générale and Standard Chartered. Leading lawyers “The firm is characterised by the significant

The syndicated loan involved the greatest Trevor Clark intellectual depth of its partners, which, cou-

number of participants in the post-Lehman pled with their affable yet highly focused

era. manner, creates a pragmatic results-driven

Other important deals under Hutchins Baker & McKenzie institution of the highest professional integri-

include his representation of several Korea- Market conditions in the last twelve months ty,” says one client.

based mandated lead arrangers on a 90 mil- proved challenging for the team at Baker &



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Like other stellar banking and financial thing but. “As far as I am concerned, they ducing top quality work and is regarded to be

firms in Hong Kong, Hogan Lovells is eager deliver services at magic-circle standard,” says the most reliable legal advisor for our busi-

to promote the synergy between its top-tier one client. ness,” says one investment banking client.

restructuring practice and its established Another one offers: “The star partner The firm’s primary role in advising the

banking outfit. Steven Christopher is very knowledgeable and Industrial and Commercial Bank of China on

The success of the First Engineering experienced, so you can rest assured that the a $50 million bridging facility to West China

Plastics deal, one of the largest and most high execution is in his good hands.” As the credit Cement, an Aim-listed company that

profile Asian leveraged finance restructurings markets began to unlock in the second half of announced its intention to list on the Main

in 2009, further exemplified the ability of 2009, Christopher’s team gained momentum Board of the HKSE, highlights the integra-

Gary Hamp’s team to provide seamless advice by advising property groups on a series of refi- tion between global offices of Mayer Brown

throughout the region. The transaction saw nancing. JSM as the Hong Kong and London offices

Hamp working alongside Neil McDonald, Two highlights from the period include stood on equal footing under this deal.

head of Hogan Lovells’ Asia restructuring and Christopher acting for HSH Financial MacAulay’s team has an established repu-

insolvency team, to advise Mizuho Corporate Services on a HK$1.23 billion ($129 million) tation in asset finance, with a particular focus

Bank, Unicredit, WestLB and Ta Chong Bank term loan facility for refinancing existing on shipping. “MacAulay is one of the most

as senior creditors in connection with the indebtedness in the parent company, The experienced shipping lawyers in Asia,” says a

debt-for-equity swap and provision of new Hong Kong and Shanghai Hotels, and repre- client. “He has always been able to achieve

facilities to First Engineering Group. senting Dynasty Property Investment in rela- very high standards in his legal work and

“He’s a UK-based lawyer who worked as tion to the refinancing by way of a $155 mil- advice, both when the shipping market is at

part of the LBO boom, so he knows his stuff,” lion syndicated facility involving coordinated high cycles or low cycles.”

says a client of Hamp. “He knows the best efforts across multiple jurisdictions. Of up-and-coming lawyers, one client

way to deal with securities-related restructur- Examples of Mallesons’ resilient practice says: “Dean Young, also a top rated ship

ing matters and could successfully conclude can be found in its abundance of new transac- finance lawyer with the same level of experi-

the part without anyone getting hurt.” tional work, as Christopher closed several ence and professionalism as MacAulay ... has

“A lot of our deals require lateral think- high-value syndicated loans in early 2010. definitely further enhanced the quality and

ing,” explains another client. “For example, “We typically use Steven Christopher for syn- reliability of their service.”

we had a deal in the Philippines where we dicated loans,” says a lender. “He is a safe pair In an ongoing deal, MacAulay is advising

needed a creative thinker who can think with- of hands in any banking and finance transac- Citibank Japan on the multi-currency sub-

out precedent, and Gary was our guy.” tion.” tranche of a ¥4.35 billion ($49 million) loan.

Equally noteworthy is Hamp’s involve- Most notable was his role as advisor to Combined with a US dollar denominated

ment in securing offshore funds, advising Standard Chartered Bank as mandated coor- sub-tranche provided by a syndicate of

international investment funds on the $165 dinating arranger to a HK$8 billion secured Chinese banks, this will finance two handy-

million financing for the acquisition of a dairy transferable term and revolving facility for max bulk carriers.

group in China and the $230 million facility Chengdu IFC Development involving a syn- CDB Leasing, the leasing arm of China

for real-estate investment in Shanghai. dication of 23 banks. Another transaction Development Bank, also instructed MacAulay

In another key cross-border matter, Hamp enacted under the same lead arranger was a on its first ship leasing transaction in relation

acted with fellow partner Owen Chan for the $225 million equivalent multi-currency term to three bulk carriers on long-term charter to

syndicate of banks including Standard and revolving loan facility issued jointly with Alfred C Toepfer International.

Chartered Bank, DBS, ICBC Asia, Bank of The Bank of Tokyo-Mitsubishi and Mizuho

Tokyo Mitsubishi UFJ, Bank of East Asia and Corporate Bank to Amcor. Leading lawyers

Wing Lung Bank in relation to the HK$2.8 Alistair MacAulay

billion ($360 million) loan for subsidiaries of Leading lawyers Dean Young

Pacific Century Premium Developments. The Steven Christopher

transaction involved a syndicated Hong Kong

dollar-denominated offshore loan and a Paul Hastings Janofsky & Walker

secured renminbi-denominated onshore loan. Mayer Brown JSM “The team at Paul Hastings is fantastic,”

A client describes Chan as “the partner “They know the bank industry and what recalls a client. “We go to them when we’re on

specialising in PRC law” and “a trustworthy, banks are looking for,” says a client. “They are a critical timeline and need to turn around a

impressive and likeable partner with whom to more bank-specific and commercial.” product quickly.” Paul Hastings’ bank lending

work whilst remaining the leader within his It has been an exciting and different sort of practice head Brett King often leads the pack

field.” year for Mayer Brown JSM. Typically leverag- with his team’s specialised focus on real-estate,

ing on its strong relationship with HSBC in asset-based and leveraged finance. Last year

Leading lawyers banking-related transactions, the recent con- Paul Hastings was instructed on the $1.8

Owen Chan servatism of one of the firm’s major clients and billion acquisition of Oriental Brewery by

Gary Hamp tightening market conditions meant that the KKR and Affinity Equity Partners, and

firm had to leave its comfort zone in search of advised a consortium of banks that included

opportunities. JP Morgan, HSBC, Standard Chartered,

Mallesons Stephen Jaques However, under the experience and direc- Nomura International, Calyon, Hana Bank,

In spite of claims that the market has been tion of practice head Alastair MacAulay, the ING, and WestLB as joint lead arrangers,

dead over the past year and consequently only team managed to close several club deals and among others. The transaction, completed in

plain vanilla-type products were delivered to bridge financings with international parties, July 2009 when credit was limited, was the

market, the impressive deal list from the and has several structured transactions in the largest sponsor-led leverage buyout ever close

Mallesons Stephen Jaques proved to be any- works. “[MacAulay is] very consistent in pro- in Korea and the largest of its kind in Asia last



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year, and was awarded IFLR magazine’s Asia into its general business practice. The team Hong Kong, described by clients as “highly

Private Equity Deal of the Year. represented BNP Paribas as lead arranger on a competent, knows his market extremely well”

“There’s no learning curve because they $185 million syndicated revolving loan facili- and “a pleasure to work with,” the two practi-

have the experience and they know the banks ty to Shinhan Bank and advised Citic Group tioners have redefined the team and refocused

so well,” says one investment banking client. on a $1.5 billion standby facility, convertible its capabilities.

“They just do stuff effectively and efficiently.” note and novations of forex contracts. Leading lawyers: Martin David and Jolyon

Although King’s deal solidified the firm’s Ellwood-Russell

standing in this practice, the team’s other siz- Leading lawyers Freshfields Bruckhaus Deringer recently

able transactions are not to be overlooked. Andrew Brown welcomed the arrival of partners David

Led by Vivian Lam, Paul Hastings instructed Winfield and Andrew Heathcote from the

Sino-Ocean Land Holdings, one of the largest firm’s head office. With respected partners

real-estate companies in Beijing, on a $700 White & Case Clive Rough and Bruce Cooper’s retirement

million loan facility with Bank of China and After two years of establishing his role as the from the partnership in April 2010, Winfield

China Construction Bank as mandated coor- head of the banking, capital markets and now takes lead of the team in Hong Kong

dinating arrangers to a syndication of 19 restructuring practice at White & Case, lead- having performed in a similar role in London.

banks. ing lawyer John Hartley closed a high volume The team is expected to have a diversified

Together with Raymond Li, Lam also of successful deals that launched his practice offering, especially in restructuring, securitisa-

advised China Everbright International from strength to strength and made him a tion and originating structured debt packages,

Limited on a $200 million loan facility pro- household name among competitors. given Winfield’s and Heathcote’s previous

vided by Asia Development Bank over the Among its prominent mandates is the refi- expertise in those areas.

same period. The financing came in the form nancing of PCCW in May 2010. The self- Over this past year, counsel Robert

of a direct $100 million A-loan and a comple- arranged HK$16 billion ($2.06 billion) Lonergan acted for a leading European com-

mentary B-loan of up to $100 million funded equivalent loan made to Hong Kong modity trader on the renewal of an $825 mil-

by commercial lenders. Telecommunications comprises a HK$8 bil- lion working capital facility; one of the largest

“Being able to interact with mainland lion revolving credit facility and two term financing transactions signed in Asia-Pacific

counterparties goes beyond language,” says a loans valued HK$3 billion and HK$5 billion. in 2009.

China-based client. “They have awareness of The financing was oversubscribed with more Herbert Smith re-established its banking

the cultural gap and they are more socially apt than 20 local and international banks joining and finance capabilities approximately 18

[than other lawyers], which goes a long way to the facility. months ago with the arrival of Alexander

help me get to the end point of where I need To further boost White & Case’s competi- Aitken from the Singapore office. Since then,

to be.” tive edge in mainland China, practitioner Aitken has worked tirelessly with leading pro-

Baldwin Cheng was transferred to the Beijing jects specialist Anna Howell to bolster the

Leading lawyers office. However, ahead of his departure, he firm’s project finance offerings.

Brett King acted with Hartley and partner Jeremy Leifer However, what often goes under the radar

for Pacific Century Group in a loan made to is the standalone banking practice and gener-

its property development arm. The dual- al banking advisory work that Herbert Smith

Richards Butler in association tranche, dual-currency loan for Pacific offers, often as a support function or added

with Reed Smith Century Premium Developments consisted of service to clients with an already strong rela-

An integral part of the banking space in Hong an offshore HK$2.8 billion secured facility tionship established by other teams at the

Kong, Andrew Brown leads a local practice syndicated to six banks and an onshore firm.

with an excellent expertise in asset financing, Rmb10 million ($1.48 million) bilateral Aitken was instructed by a leading

particularly aircraft and ship financing. secured facility. Chinese bank on an innovative $40 million

Richards Butler’s list of impressive clients offshore credit instrument issued to a Hong

includes Cathay Pacific, Bank of China, Leading lawyers Kong-listed company. The instrument

ICBC, the Export-Import Bank of China, and John Hartley includes an unusual mechanism designed to

numerous other international and Chinese link lender's fees and expected returns to the

financial institutions. value of the borrower’s prevailing share

Brown’s track record in representing Other ranked firms price.

lenders and leasors is sought-after internation- DLA Piper has established a solid foothold In more conventional banking, Aitken

ally. For example, the team advised European within this space and continues to act for both represented Bank of China International on a

export credit agencies in the financing of air- borrowers and lenders on refinancings as series of Hong Kong dollar-denominated off-

crafts for Oman Air and Qantas, with four opportunities come about. Examples include shore facilities for property development in

A380 aircrafts secured on contract for the lat- representing the Shui On Group in relation to China worth a combined HK$1.8 billion

ter. a refinancing by Standard Chartered Bank of ($232 million) in two series.

In ship financing, Chris Howse continues its existing global facilities, representing ICBC “Banking associates [such as] Kanyi Liu

to head the premier practice in Hong Kong, on the onshore/offshore financing of a prop- speak Mandarin,” says a client. “They can

acting for both banks and ship-owners across erty development in China, and the refinanc- explain the whole loan agreement to [our

a range of transactions. Recently, the firm ing and restructuring of a US microchip man- clients] in Mandarin, and they manage to

acted for China Shipping Group on a $129 ufacturer on its US and pan-Asian facilities. explain it very concisely.”

million facility from the Bank of China to The firm’s lead banking partner, Martin Leading lawyers: Alexander Aitken

finance the construction of two new VLOC David is consistently recognised. With the Latham & Watkins’ investment into

(very large ore carrier) ships. Brown is addi- support of long-term leveraged and projects Hong Kong law continues with the “always

tionally diversifying and shifting resources finance lawyer Jolyon Ellwood-Russell in promising” Raymond Kwok, partner and spe-



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cialist in real-estate financing, joining the ture of consultant Samuel Chau to Gide Standard Chartered as joint arrangers and

team. However, the main bulk of the banking Loyrette Nouel. lenders in relation to a US dollar and renmin-

practice remains in the projects-related space. “They provide the highest quality of pro- bi real-estate loan facility secured by China-

Asia finance veteran, Joseph Bevash, has fessional services and ethical standards, a based commercial real estate. The transaction

continued to build on his reputation through strong knowledge of our exposure, efficient had complex Chinese law hurdles had to be

leading on a number of deals including the and wide range of services and supports, and overcome under a tight time frame.

S$2.65 billion ($1.92 billion) Senoko Power an end-to-end legal service as well,” says a In addition, Orrick acted for Equinix as

refinancing project which involved client. borrowers in a $200 million multi-currency

senior/mezzanine debt and working capital Sidley Austin advised PT Indosat on a dual tranche syndicated secured loan facility.

facilities financing, to refinance the bridge $315 million syndicated loan facility and “Usually it’s the banks who do the first

loan facility used by shareholders to acquire acted for Nine Dragons Paper Group on its draft, but Orrick always wants a hand in the

Senoko Power from Temasek Holdings in $500 million syndicated facility with a ren- drafting, to make sure everything that should

2008. minbi tranche. Associate Benjamin Carale has be in the document is there from the very

David Miles has also led the Latham teams also been described as “young, talented and beginning,” says one client. “It’s their experi-

in the $600 million bank facility for PT professional.” ence that stands out, in terms of the work

Adaro, and secured financing by Credit Suisse Slaughter and May does not classify any of they’ve done around the globe, their knowl-

in connection with PT Bukit Mutiara’s acqui- its partners into a specific practice area, but edge the structures and their keen eye on the

sition of PT Risjadson, an Indonesia-based where bank lending is concerned, clients nat- market.”

coal company. urally gravitate to fund management specialist Leading lawyers: Donna Healy and Michelle

Of Miles, one client says, “I have had very Peter Lake for advice. Taylor

good experiences with the finance team in “They’re do a great job and they’re very Skadden Arps Slate Meagher & Flom’s

Hong Kong...Miles gave us excellent service.” solutions-orientated,” mentions a client. key driving force in this area comes from

Leading lawyers: Joseph Bevash and David “They’re as good as anybody out here [in leveraged finance counsel Dominic Gregory.

Miles Hong Kong].” Together with corporate partner Jonathan

Norton Rose relocated energy and infra- Lake was instrumental in advising on a sig- Stone and project finance specialist Alan

structure specialist Chris Redden, Islamic and nificant number of bilateral and syndicated Schiffman, Gregory was able to guide borrow-

asset finance specialist Davide Barzilai, and loans this year, totalling over $7.3 billion. ers and guarantors in relation to the $1.3 bil-

ex-Chairman of Norton Rose Group Paul Highlights include Lake representing China lion pre-IPO financing of Wynn Macau and

Giles to Hong Kong over the past year, signif- Investment Corporation (CIC) on its $1.9 the $350 million bridge acquisition financing

icant additions to the quality and depth of the billion senior loan facility investment in PT of an Indonesian corporate, in part to support

firm’s banking practice. Bumi Resources. deals under execution by the corporate team.

Clients are appreciative of the team’s work Lake also advised on the Hong Kong secu- “They are very commercial and under-

ethic: “They are extremely dependable and rities law aspects of a number of secured stand my needs,” says a client. “There is no

take a highly flexible approach to partner with financing transactions for Davis Polk & issue with working around the clock as is

us, recognising that they need to take some of Wardwell, including matters related to the sometimes necessary to get a trade closed.”

the risk when a deal doesn’t come through,” restructuring of NXP’s forward start facilities. Leading lawyers: Dominic Gregory

says one. Leading lawyers: Peter Lake

This year, Norton Rose advised, amongst Financial services regulatory

others, HSBC, ICBC and Société Générale

on several high-value, Asian export credit Other ranked firms Recommended firms

agency-backed transactions with Sinosure, Ashurst in association with Jackson Woo & Tier 1

Korea Export Insurance Corporation and The Associates’ team is headed by the experienced Herbert Smith

Export-Import Bank of Korea. In particular, Matthias Schemuth who transferred to Hong Linklaters

the firm worked for the HSBC Projects and Kong from the Tokyo office in January 2010.

Export Finance Team on an innovative $260 Although the practice opened for business Tier 2

million secured Finnish export credit facility just over half a year ago, Schemuth was able to Clifford Chance

for Idea Cellular of India. put his expertise in advising commercial Deacons

The team has also continued to strengthen banks on international banking and trade

its relationship with existing clients such as financing into use. One client says: “They Tier 3

Bank of China, The Export-Import Bank of serve their clients with heart and always try Allen & Overy

China, Natixis, Calyon, Fortis Bank and their best to resolve their clients’ needs.” DLA Piper

Sumitomo Mitsui Banking Corporation. Highlights thus far include acting for Lian Freshfields Bruckhaus Deringer

“They are able to distil the important Jie International Investment on a $40 million Mayer Brown JSM

details of transactions, spell it out and advise pre-IPO bridge financing, and for Pacific O’Melveny & Myers

on solutions,” says one key commercial bank- Bangladesh Telecommunications on a $160 Sidley Austin

ing client. “Norton Rose is always happy to million restructuring exercise. Slaughter and May

provide initial insights on deal structures prior Orrick Herrington & Sutcliffe’s specialisa- Timothy Loh Solicitors

to engagement. This type of support is critical tion lies squarely in the real-estate financing

for our business.” space. The financial services regulatory (FSR) prac-

Sidley Austin added counsel and financing Securitisation and real-estate specialists tice is set to take more of a backseat this year,

specialist Robert Mason to Sidley’s Hong Michelle Taylor and Donna Healy concen- with key reforms having already passed

Kong office in April 2010 ahead of the depar- trate their focus on structured and multi-cur- through in the previous two years.

rency loans, acting for Aareal Bank and Nonetheless, demand remains strong in the



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industry as regulators focus more closely and some switched-on guys who give us a lot of Leading lawyers

meticulously into the inner workings of finan- help,” says one client. Carl Fernandes

cial institutions. The contentious and non- Armed with four litigators headed by and Umesh Kumar

contentious sides of FSR are getting increas- including Mark Johnson, the firm continues

ingly spliced between dealing with the past to deal with some of the most pressing issues

and advising for the future. in today’s regulatory landscape. The team has Clifford Chance

The contentious side is marked by a peri- advised various investment banks on investi- Clifford Chance continues to be the primary

od of reconciling with the past, during and gations into pre-sounding external investors choice of external counsels for many leading

following the crisis where money has yet to in the marketing of block equity sales, financial institutions, regulators and industry

return to the hands of its rightful owners. The requirement of an SFC license to sell bodies in Hong Kong. The regulatory team

main issue in Hong Kong remains the Investment Linked Assurance Scheme prod- advised on regulatory matters for all of the top

Lehman Brothers debacle, both the firm’s liq- ucts, and employee insider dealing within a 15 investment banks, as well as handling

uidation in Asia and its associated minibonds. bank’s Real Estate Investment group. instructions from funds and listed corporate.

The Lehman Brothers liquidation has been Representation of commercial banks in the However, where Clifford Chance outpaces

marred by a collection of real-estate deriva- investigation into the Lehman minibond case its competitors is the close proximity between

tives that have yet to have their values correct- is also ongoing. its regulatory group and its market-leading

ly determined and liquidated. funds practice. When in tandem, the integrat-

The minibonds issue also has a similar Leading lawyers ed practice operates as a niche practice that

value-determination issue, but is more con- Mark Johnson offers ground-breaking regulatory advice with

cerned with commercial banks seeking to pro- Gavin Lewis respect to China’s increasingly important

tect their interests from government condem- Tim Mak qualified foreign institutional investor (QFII)

nation. In fact, protection of interests has and qualified domestic institutional investor

become a prevalent issue, with fund manage- (QDII) schemes.

ment and executives seeking counsel from Linklaters Commercial litigator Martin Rodgers co-

investigations by the SFC. This magic circle firm puts the spotlight on its heads the regulatory practice at Clifford Chance

On the non-contentious side, however, the market-leading, non-contentious offerings as with funds specialist Mark Shipman. On the

practice has been reflective of growth. Advice a product of its global reach. Linklaters boasts contentious side of the practice, Rodgers con-

has been given to the consolidation of industries its network of regional firms with dedicated tinues to represent the Bank of China in liaising

that has been less competitive in recent periods, financial services practitioners in China, Japan with SFC and HKMA on the Lehman mini-

such as the financial industry. In addition, the and Singapore, which places the firm in a bonds issues. Rodgers also represents Richard

recent increase of investment funds under estab- prime position to advise on regulatory issues Li, chairman of PCCW, on Commercial Crime

lishment is testament to the resilience of the for multinationals companies seeking local Bureau inquiries from last year’s aborted buyout

industry even with stringent regulation. advice. of PCCW.

There has also been growing interest from In Hong Kong, the firm represents clients In advisory work, Shipman was engaged to

private-equity firms into the Foreign Corrupt across the financial industry, including inter- respond on behalf of the investment banking

Practices Act (FCPA) involving due diligence national investment and commercial banks, industry in Hong Kong on SFC Consultations

in China as investors look to that market for private equity and hedge fund managers, papers regarding the Companies Ordinance and

their next investments. stock exchanges, alternative trading platform Securities and Futures Ordinance, as well as

providers and insurance companies. assisted in the set up of private banking and

Linklaters has also assisted in the prepara- alternative trading platforms.

Herbert Smith tion of various SFC consultation papers, most

Herbert Smith has one of the largest regulato- recently on money laundering regimes in Leading lawyers

ry teams in Hong Kong, although what sets Hong Kong, and advised clients on its first Paget Dare-Bryan

the practice apart from its competition is not hand knowledge of the topic. Martin Rogers

its size but its in-house experience. The firm’s Under the leadership of star practitioner Mark Shipman

bench features some of the most reputable Carl Fernandes, this year the team represent-

practitioners available in the market, with ed RBS on the sale of its retail, wealth man-

leading partner Gavin Lewis drawing from his agement and commercial business in Taiwan, Deacons

two and a half years of experience as manag- Singapore, Indonesia and Hong Kong, and its As the largest independent law firm in Hong

ing director at UBS in Hong Kong responsi- institutional banking businesses in Taiwan, Kong, dealing with regulatory and compli-

ble for regulatory issues and litigation in thir- the Philippines and Vietnam to ANZ. ance that arise within the jurisdiction is

teen countries in the Asia Pacific region. Although primarily an M&A deal, because Deacons’ forté. Although the firm does not

In addition, Ashley Alder and Tim Mak each relevant business conducted by RBS was have a dedicated financial services regulatory

have both previously worked at the SFC. To under branch banking licences and not practice, the work handled by Deacons’ con-

its advantage, the firm has a long-standing through subsidaries, regulatory issues arose tentious and financial services lawyers are

relationship with regulators, as several of its when the sale was exercised through the trans- more often than not Hong Kong-specific.

partners are represented on the highest level of fers of assets and liabilities on a jurisdictional Partners frequently face Hong Kong regu-

regulatory committees and panels in town. basis. Moreover, the regulatory issues were latory issues and can each advise on how to

While the firm enjoys touting its strength particularly complicated given that many of proceed-both for clients and for international

on both the contentious and non-contentious the jurisdictions involved had not previously law firms without Hong Kong law capability.

sides, clients and peers alike recognise the experienced banking asset sales, but the trans- The experience found at Deacons further

strength of Herbert Smith as a premier dis- fer closed successfully in August 2009. solidifies its standing among its international

pute resolution firm in particular. “They have competitors, with dispute resolution specialist



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Joseph Kwan and fund compliance services The recent hire of Iris Sung, previously defended the estate of Lehman Brothers Asia

consultant Jane McBride leading the outfit. Nortel Network’s Director of Compliance for in connection with the SFC’s investigation

Like other firms in this space, its work Greater China, significantly adds to the qual- into the various documents that had been pre-

continues with advising financial institutions ity of the team. The firm’s practice mainly pared in connection with structuring of mini-

in connection with the distribution of covers advising Hong Kong-listed companies bonds.

Lehman Brothers’ minibonds. Additionally, and their directors on the ongoing compliance Leading lawyers: James Wood

Kwan is often instructed on insider trading requirements under Hong Kong Listing Sidley Austin welcomed the arrival of Alan

and market manipulation cases due to the rep- Rules, Takeovers Code and the Securities and Linning to the firm’s commercial litigation

utation of the Deacons’ litigation team. In Futures Ordinance. and regulatory practice from his previous post

one particular instance, Kwan was involved in Further to this, corporate governance spe- as Managing Director and Head of Asia

defending a former senior executive of a large cialist Yuet Ming Tham enhances DLA Piper’s Regional Compliance at JPMorgan Chase.

investment bank in “Hong Kong’s highest capability on corporate compliance and inves- Although much of Linning’s work remains

profile insider trading trial”, according to one tigations, including the ability to advise on confidential, he generally works for entities

commentator. the Foreign Corrupt Practices Act. Although within the financial sector in investigations

On the non-contentious side, McBride key matters remain confidential, the team acts conducted by the SFC and defending them in

offers compliance advice to international fund for a several international investment banks subsequent enforcement proceedings.

management organisations, including assis- and other financial institutions. In addition, he acts for Hong Kong-listed

tance in relation to SFC investigations and Leading lawyers: Christopher Clarke and Yuet companies and their directors in relation to

enquiries. Ming Tham inquiries and disciplinary proceedings initiat-

Freshfields Bruckhaus Deringer brings to ed by the HKSE regarding alleged breaches of

Leading lawyers the market one of the most exciting changes the Listing Rules.

Joseph Kwan in financial services regulatory this year with Leading lawyers: Alan Linning

Jane McBride the addition of senior Citigroup counsel Slaughter and May’s Mark Yeadon has

Royce Miller as head of the practice in extensive experience advising many of the

January 2010. Miller’s department at major financial institutions and Hong Kong-

Other ranked firms Citigroup was twice awarded Asia In-House listed companies in relation to regulatory

Allen & Overy further bolstered the size of its Legal Team of the Year by IFLR magazine, and investigations and inquiries by the SFC, the

regulatory team this year with the lateral hire his substantial experience on a wide range of HKSE and the HKMA.

of Simon Clarke, a contentious regulatory legal and regulatory issues from his perspec- Although specific matters are not publish-

specialist. tive on the other side of the table is expected able, Yeadon acted on a number of investiga-

Alan Ewins continues to head the team, to translate well at Freshfields for his team and tions into alleged market manipulation, fail-

often supported by counsel Laveena Mahtani, clients alike. Miller also maintains an active ure of internal controls facilitating employee

in another fruitful year that brought to atten- and close relationship with key personnel at fraud, alleged misstatement by a CFO in the

tion a broad range of non-contentious mat- the SFC and international investment banks. course of a listing and irregular lending prac-

ters. These included day-to-day compliance, Mayer Brown JSM’s Sara Or leads a “pro- tices.

the integration of financial institutions, insid- fessional and detailed” practice backed with Slaughter and May has also developed a

er dealing, market manipulation and banking extensive experience in dealing with local reg- strong telecoms-specific regulatory practice,

authorisation. ulators and various government authorities and Yeadon has advised the Office of the

“Allen & Overy is one of the firms that is such as the HKMA, SFC, the Hong Kong Telecommunications Authority in relation to

very professional and provide a good standard Insurance Authority, and a number of provin- a number of proceedings.

of reliable legal advice,” says an investment cial and municipal governments in China. Leading lawyers: Mark Yeadon

banking client. “We use other firms [for regu- The team this year acted for East West Timothy Loh Solicitors has acted for 12

latory matters] as well, but we feel very com- Bank in the acquisition of United financial institutions ranked in Fortune

fortable with them.” Commercial Bank’s Hong Kong operations. Global 200 since 2004 and receives regular

In one notable case, Ewins represented the The target was put in receivership by the referral from major Wall Street law firms.

National Bank of Abu Dhabi to open a FDIC in the United States, marking the first Unlike other outfits in this space, Timothy

branch in Hong Kong with full banking FDIC receivership involving a Hong Kong Loh acts almost exclusively for financial insti-

licence, the first Middle Eastern bank to branch of a US Bank. Mayer Brown JSM han- tutions.

receive approval from the Hong Kong dled all matters related to legal due diligence “Timothy Loh is an exceptionally talented

Monetary Authority. and advised on applicable regulatory require- lawyer,” says a client. “His peers regard him

Leading lawyers: Alan Ewins and Angus Ross ments. very highly and whenever we request his ser-

DLA Piper has impressive depth and Leading lawyers: Sara Or vices, he goes beyond whatever he needs to

breadth in this space, with substantial com- O’Melveny & Myers’ strong bench of reg- achieve the result.”

mitment from star practitioner Christopher ulatory experience includes many lawyers who A selected representation from the firm

Clarke, managing partner and head of have a decade or more of government service. includes advising AXA on complex SFC regu-

Regulatory, to gain ground and push ahead of In Hong Kong, counsel James Wood and latory issues relating to a strategic reposition-

its competitors in non-contentious regulatory partner Mark Fairbairn have extensive knowl- ing of its Hong Kong product line and advis-

work. edge in dealing with regulators from their ing a European financial institution with over

“Clarke has a very steady, level-headed and restructuring and insolvency instructions. $46 billion in revenues on its establishment of

practical approach to problem solving,” says A prime example of a cross-over between asset management operations in Asia.

an accountant. “He’s very good to have on the practices is advising the provisional liq- Leading lawyers: Timothy Loh

your team and makes a big difference to the uidators and liquidators of the eight Lehman

result.” Brothers companies. O’Melveny successfully



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Mergers and acquisitions acquirers to look abroad for M&A deals. This Chance continues to preemptively respond to

came especially at a time when China did not the opportunities for banks and funds in the

Recommended firms suffer the same consequences from the finan- changed environment.

Tier 1 cial crisis as the rest of the world, meaning the Leading lawyer Roger Denny led the

Clifford Chance valuations of targets remained high within the charge on one of the biggest deals in the Asian

Freshfields Bruckhaus Deringer country. wealth management industry since the finan-

Linklaters However, as 2010 approached and the cial crisis, representing ING Bank on the sale

Skadden Arps Slate Meagher & Flom markets regained traction, and as foreign of its $1.5 billion private banking unit in Asia

Slaughter and May investors became less risk-averse and more to OCBC. The deal was run concurrently

willing to look for targets, the best deals were with a parallel sale of the company’s $505 mil-

Tier 2 still in China despite market prices. “Hot lion European units, with cross-border ele-

Baker & McKenzie money from American investors will not be ments adding to the overall complexity and

Davis Polk & Wardwell reinvested in American assets because, despite demonstrating the team’s ability to deliver

Herbert Smith being cheaper, the growth opportunities just strategically important transactions for

Latham & Watkins aren’t as high as it is out here,” says a partner. clients.

Shearman & Sterling That is true for most inbound deals cur- “Roger Denny is experienced, intelligent

Sullivan & Cromwell rently, with much of the capital typically and gravitas,” says one sovereign wealth fund

invested in the form of private equity or spec- client. “You can always count on Roger to be

Tier 3 ulative M&A rather than corporates that ahead of the curve and well prepared to take

Allen & Overy remain cautious of the ebb and flow of the on any M&A challenge, and always ready to

Cleary Gottlieb Steen & Hamilton markets. provide commercial and elegant solutions and

Hogan Lovells But strategic M&A has played a huge role alternatives.”

Mallesons Stephen Jaques in China outbound deals. “We are seeing a lot Additional highlights include advising

Mayer Brown JSM of interest from Chinese companies to make Mitsui & Co. on an innovative Pipe (private

Milbank Tweed Hadley & McCloy acquisitions abroad because of the inexpensive investment in public equity) investment in,

Norton Rose resources they can add to their portfolios,” and consortium takeover bid for, Hong Kong-

O’Melveny & Myers says one practitioner. Companies like Geely listed TPV Technology. The three elements

Paul Weiss Rifkind Wharton & Garrison are searching for opportunities to acquire within the transaction - a 10% Pipe invest-

Richards Butler in association with valuable assets for as long as low valuations ment into TPV, a block trade by TPV’s share-

Reed Smith exist in the market. holder of a 9.75% stake in Philips and the

Sidley Austin The growing appetite of Chinese con- mandatory takeover offer triggered by the

Simpson Thacher & Bartlett sumers means that their purchases abroad will block trade - are valued at over $1 billion. The

prove advantageous in the future. One indus- deal marks the first time a transaction of this

Tier 4 try under focus is oil, gas and natural nature, covering over six jurisdictions in total,

Deacons resources. With demands for commodities will be completed in Hong Kong.

DLA Piper ramping up in China, the hunt for opportu- Of Whan, who assisted on several of the

Jones Day nities in jurisdictions such as Australia has deals, a client says: “I thank Andrew Whan for

Kennedys become commonplace. his leadership among relevant lawyers and I

Minter Ellison most appreciate him because he accepted all

Morrison & Foerster our abrupt requests and made no mistakes, no

Orrick Herrington & Sutcliffe Clifford Chance haughty posture, however busy he is.”

Paul Hastings Janofsky & Walker “My greatest appreciation for the firm is their

Simmons & Simmons consideration of any action items and risks Leading lawyers

Weil Gotshal & Manges from our standpoint,” says a corporate client. Roger Denny

White & Case “I mean, they can advise more than we can Andrew Whan

Woo Kwan Lee & Lo ask.”

The magic-circle firm has once again

Similar to other practices, the mergers and proven to be the firm of choice for Asian Freshfields Bruckhaus Deringer

acquisitions markets recalibrated towards the clients in listed-company strategic stake Freshfields stole the thunder from most outfits

end of 2009, and the earnings forecast for acquisitions and takeovers in Hong Kong. in town with its ground-breaking deal - the

2010 revealed that the market is ripe for a The firm’s M&A focus spans through a wide representation of Zhejiang Geely Holding

greater volume of activity. There are quite a array of industries including energy and Group on its $1.8 billion agreement with

few interconnected trends at play in the M&A resources, healthcare and life sciences, con- Ford Motor Company to acquire Volvo Car

market, but one of the key forces is the grow- sumer goods and retail, and industrial and Corporation. Headed by managing partner

ing role of China outbound deals in compari- manufacturing sectors. Kuok Group, Teresa Ko, the transaction is expected to close

son to foreign direct investment (FDI) into PetroChina, NWS Holdings, Bank of East in the third quarter of 2010 and will be the

China. Asia and Mitsui & Co are among the promi- first takeover of a global premium carmaker

Inbound deals have been lacklustre at best. nent Asian corporations that sought the firm’s by a Chinese corporation, as well as the largest

In the first half of 2009, foreign companies services within the last 12 months. international automotive acquisition by a pri-

fortified their balance sheet with cash on hand A clear market leader in advising on vately-held Chinese company.

and deleveraged their holdings as a self- groundbreaking financial services sector trans- Some of the complex issues involved

defence mechanism against the economy. The actions for both leading international and included: a high degree of integration of

period was not the most opportune time for local Asian financial institutions, Clifford Volvo into Ford’s business on a technological,



www.iflr1000.com 2011 EDITION

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IP, and R&D level; negotiating the scale, Main Board and the Growth Enterprise Chow is one of the best commercial lawyers I

global span, and multi-layered nature of the Market of the Hong Kong Stock Exchange have ever met,” says a corporate client. “He

Volvo business; the fact that the transaction and another on the Takeovers and Mergers always thinks on behalf of his clients and he is

occurred in the midst of a changing emissions Panel and the Takeovers Appeal Committee of also very cost conscious as well.”

legislation; and the difficulties for a Chinese the Securities and Futures Commission. Cathy Yeung has continued to establish

buyer in arranging financing for a deal of this Of Alder, a client mentions: “Ashley is the herself as a trusted M&A partner, heading up

size broke new ground for any China out- go-to lawyer for complex structuring of SFC- a team, which included newly-appointed

bound investment. related deals because he’s very willing to get Hong Kong managing partner Michael Liu

Participation in headline deals is very involved in the nitty-gritty of deals.” and specialist Stanley Chow, that represented

much a trend the firm is involved in. In July Additionally, the team represented Morgan China Life Insurance Company in the

2009, Freshfields was instructed by GCL-Poly Stanley on the proposed privatisation of HK$8.5 billion ($1.1 billion) investment in

Energy Holdings of all equity interests in Denway Motors. The transaction is distinctive Sino-Ocean Land. This is the first time that

Jiangsu Zhongneng Polysilicon Technology as it is conditional upon the listing by intro- China Life has become the single largest

Development for HK$26.3 billion ($3.38 bil- duction of Guanghzhou Automobile shareholder in a red-chip Hong Kong-listed

lion) in one of the largest Asian M&A deals in Corporation’s (GAC) H-shares on the Stock company.

2009. More than 30 parties were involved and Exchange of Hong Kong. Other deals with Chow, ably supported by partner William

negotiations took two months to fully process the firm’s involvement include China Gas Woo, advised The Ming An Company in con-

and complete. Holdings on its voluntary general offer for the nection with its privatisation. This was a crit-

Head of corporate Robert Ashworth also GEM Board-listed Zhongyu Gas Holdings. ical strategic transaction for Ming An and one

advised China Strategic Holdings on its plac- “What differentiates Herbert Smith from of the few privatisations in Hong Kong to

ing of $1 billion convertible notes and subse- other firms is their good understanding of the involve shares of the offeror, China Taiping,

quent use of the notes to fund the $2.15 bil- lay of the land within [our bank], as they being issued as consideration for the cancella-

lion acquisition of Nan Shan Life Insurance accumulate this experience from working tion of the existing Ming An shares.

from AIG in consortium with Primus with other service providers,” says an invest- “We would recommend Latham &

Financial. The proposed on-sale of a 30% ment banking client. “As a result, we are more Watkins for their creativity in solving complex

stake in the acquired company to Chinatrust efficient because we can talk with the same merger issues,” says an investment banking

Financial Holdings will be unprecedented if jargon and spend less time trying to educate client. “Furthermore, Latham & Watkins is

materialised, in that a Hong Kong-listed com- them.” extremely responsive to requests and demon-

pany will acquire a substantial share in a strated full commitment to the deal at any

Taiwan-listed company. Leading lawyers given period throughout the transaction.”

Ashley Alder

Leading lawyers John Moore Leading lawyers

Robert Ashworth Andrew Tortoishell Stanley Chow

Teresa Ko David Zhang



Latham & Watkins

Herbert Smith “Their lawyers are very knowledgeable on the Linklaters

“We’re in a transaction with them right now, issues they are advising and very thorough on Even with the firm itself disclosing that this

and they work much more beyond what typi- all aspects of drafting agreements,” says one year has seen a greater number of uncomplet-

cal legal counsels would work,” says a banker. client. “They think ahead and give us scenar- ed deals in the public takeovers and private

“They would coordinate professional parties, ios of all the possible outcomes based on vari- equity space than usual, Linklaters has

deal with complicated takeover issues and ous negotiation strategies.” nonetheless secured several important man-

help all parties to make more informed deci- Following a year of settling into their roles dates that unequivocally showcases the team’s

sions with a lot of thought and advice.” in a firm that did not previously have a full- capabilities, particularly in the financial sec-

Known widely within the market for its scale offering, the seven leading Hong Kong tor, and places the firm in line with its com-

expertise in energy and natural resources, the corporate partners can now wholly experience petitors on the forefront on this practice area.

team at Herbert Smith does not disappoint the synergy of a combined practice that is able “They know this space, what levers they

this year with its representation on China to provide in-depth knowledge of Hong could pull on in our context to the extent that

National Offshore Oil Corporation Kong, US and English law on an impressive we could get the deal done better and faster

(CNOOC) on its $80 billion investment in range of cross-border transactions. without anyone getting hurt,” says a client.

BG Group’s Queensland Curtis LNG Project. The highly regarded David Zhang, who In a landmark deal that followed suit from

Although this was a project finance and bank- was appointed as a vice-chair of the firm’s the string of consolidations in the banking

ing exercise in nature, CNOOC purchased global Corporate department, led a team that and insurance sector, Samantha Thompson

5% of BG Group’s interest in reserves and represented Linkage Technologies in connec- took a lead role advising the Royal Bank of

resources in Queensland, and became a 10% tion with its $1.8 billion merger with AsiaInfo Scotland on its sale of certain retail, wealth

equity holder in one of two liquefaction trains Holdings. The deal was a complicated dual management, commercial and institutional

used in the first phase of the project. track transaction that required separate multi- banking businesses in seven countries in Asia,

A further example of the firm’s reputation jurisdictional IPO and M&A teams. with ANZ buying assets from six of those

in the M&A sector is the appointment of Zhang also worked on one of the largest countries. The full-scale advisory include the

managing partner Andrew Tortoishell to the China M&A deals of 2009 - the HK$26.3 sale agreement, jurisdiction-specific terms on

Hong Kong Takeovers and Mergers Panel. billion ($3.4 billion) sale of Jiangsu local law requirements, and pre- and post-

Herbert Smith is unique in Hong Kong with Zhongneng Polysilicon Technology closing transitional services, supported by a

one partner on the Listing Committees of the Development to GCL-Poly Energy. “Stanley



2011 EDITION www.iflr1000.com

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detailed restrictive covenant package that lim- (Equity) Fund, for a total subscription price that, for the first time, describing something

its the scope of retained business activity. of $150 million. The injection of capital into that will become part of the company on the

M&A specialist Chris Kelly became one of the Philippine’s key financial institu- completion of the IPO was an integral facet of

involved in AIG’s disposal of its $310 million tions helped support BDO’s efforts to in turn the prospectus.

consumer finance business in Asia after the offer financing to small and mid-cap enter- The firm’s pipeline looks as strong as the

insurer of last resort for a number of major prises, the backbone of Philippine’s economy. firm’s current deal list. To name one example

financial institutions yielded to the financial “They provide prompt and personal ser- of the types of deals Skadden expects to be

crisis and was required to restructure its hold- vice, and will get back to us fairly quickly at involved in, Norris has recently been instruct-

ings under Federal Reserve control. Every whatever time of day,” admires a corporate ed to advise on the merger of global equity

aspect of the transaction was monitored by client. “The quality of their advice is very brokerage units and Asian investment bank-

the Federal Reserve’s legal and financial advis- good - aside from just the technical stuff, they ing operations owned by Citic Securities,

ers to ensure maximisation of disposal pro- are practical and proactive in coming back to China’s largest brokerage by market value, and

ceeds for the benefit of US tax payers. us with suggestions and options.” Credit Agricole since the two firms signed a

Negotiations contained quite complicated memorandum of understanding in May

arrangements to be put in place including Leading lawyers 2010. The deal promises to be one of the

bank assurance contracts and transition ser- Gregory Puff largest outbound M&A transactions in recent

vices agreements. Paul Strecker memory.

“In our complex M&A transaction, Chris “Skadden advises us on transactions with

Kelly and his team managed to align each the most complicated issues and problems

stakeholder with his/her goal very quickly, but Skadden Arps Slate Meagher & because they always think out of the box,” a

also took a step back to look at whether we are Flom client says.

doing the right things when the deal moved “They were critical on the transaction and we

too quickly,” says a corporate client. couldn’t have done it without them,” says a Leading lawyers

financial counsel. “Due to all the knowledge Nicholas Norris

Leading lawyers necessary of regulations in Hong Kong, pri- Jonathan Stone

Keith Johnson vate and public equity, US regulations and

Chris Kelly SEC regulations, we really couldn’t have done

it with any other law firms in Hong Kong.” Slaughter and May

Skadden is no stranger to some of the “If they win any awards, you can give them

Shearman & Sterling largest and most dominant deals in the region, [our] stamp of approval for them,” says one

“They are an outstanding group of lawyers with more than a handful of market-leading large investment bank.

that consistently go above and beyond,” says companies in the energy and technology sec- Quantitatively, the firm admits that the

an international client. “They are dependable, tor, among others, requesting the firm’s ser- sheer value and number of deals it has been

professional and will ensure that your interests vices. involved in over the past year is less than its

are protected.” “The partners are heavily involved in main competitors. Yet measuring the average

One of the strongest US firms, Shearman transactions and did everything hands-on,” value per deal, Slaughter and May tremen-

& Sterling continues to make significant says and in-house counsel. “I would go to dously outpaces its peers, illustrating the firm’s

inroads into the M&A market since the them for all sorts of work because this team is traditional approach of focusing on high-end,

award-winning merger of China Netcom and outstanding, among some of the best M&A complex transactions, rather than the more

China Unicom last year. The firm has a robust lawyers in Asia.” commoditised types of work. This year, the

focus the financial sector, with its industry- In the first transaction ever to use shares of corporate team continues to shine with a

wide client base stretching from renowned a US-listed company as consideration in a more-than-impressive deal sheet, reaffirming

investment banks to private-equity funds, sov- Hong Kong public M&A transaction, Stone the firm’s commitment to maintain its stand-

ereign wealth funds to multilaterals. Clients and fellow co-head Nicholas Norris advised ing on the forefront of M&A activity in the

often found themselves returning to the one- Meadville Holdings on the sale of its $521 market.

stop outfit, particularly if complex equity cap- million circuit board business to Nasdaq-list- Since March 2010, the most publicised

ital markets are also involved. ed TTM Technologies and the sale of its $359 development in the financial world had been

Star partner Paul Strecker led the advisory million laminate and pre-preg manufacturing Prudential’s proposed combination with AIA

team to Goldman Sachs on the much-publi- business to Meadville’s controlling sharehold- Group, comprising $25 billion in cash and a

cised privatisation of Hutchison er, who subsequently will become the largest total of $10.5 billion in shares and other secu-

Telecommunications International Limited TTM Technologies shareholder. rities, payable to the parent company

(HTIL) by way of a scheme of arrangement. In addition, Norris represented TPV American International Group (AIG).

Each share was offered a cash settlement of Technology on its $150 million share sub- Specialist Padraig Cronin acted for Prudential

HK$2.20 ($0.28) each, for a market capitali- scription by Mitsui and subsequent $1.4 bil- for the proposed acquisition, which would

sation of HTIL valued at approximately lion mandatory general offer by Mitsui and have been the largest M&A deal in the world

HK$9.74 billion ($1.25 billion). The transac- China Electronics for the remaining shares in since the financial crisis collapsed in negotia-

tion was by far one of the most important TPV not already owned. tion stages. AIG shareholders rejected the bid

Hong Kong privatisations in years. The team faced its most intellectually and opted for an IPO instead.

Furthermore, Strecker represented IFC stimulating exercise in the $775 million merg- Meanwhile, leading lawyer Neil Hyman

Asset Management Company in relation to er of China Real Estate Information (CREI) was kept busy advising Diageo on its pro-

the acquisition of fully-paid common shares with the online real estate business of Sina posed acquisition of a controlling interest in

in Banco De Oro Unibank (BDO) through Corporation. The simultaneous merger and its existing Chinese joint venture. Completion

an investment fund, IFC Capitalization $248 million carve-out IPO of CREI meant of the acquisition would trigger a mandatory



www.iflr1000.com 2011 EDITION

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tender offer for the Shanghai Stock Exchange- mon stock and arranged for recapitalization of Davis Polk & Wardwell

listed Sichuan Shui Jing Fang that would, if its debts. Despite lacking Hong Kong or English law

successful, constitute the first foreign takeover capability, and with competitors often playing

of a mainland Chinese listed company outside Leading lawyers down the significance of the firm because of

of the financial sector. The mandatory tender Will Chua this, leading light William Barron has created

offer would value Sichuan Shui Jing Fang at Wei Chun one of the most successful Asia-Pacific merg-

approximately $1.5 billion. Diageo’s acquisi- Michael DeSombre ers and acquisitions practices in town on the

tion is subject to a number of regulatory back of his 16 years of market experience.

approvals, and is not expected to complete As an advisor on some of the key invest-

until the second half of 2010. Baker & McKenzie ments in south east Asia, China and India,

“Neil is a great negotiator, and always gets While it may come as no surprise that the Barron was responsible for leading the team

us the favourable terms,” says an in-house dearth of M&A activity over the past year was that advised China Investment Corporation

counsel. an uphill struggle for most firms, especially (CIC) in connection with a $1.9 billion

Additional instructions include MTR’s with local firms often conceding lucrative investment in Bumi Resources.

agreement with the Government of Hong deals to top-tier international firms, Baker & CIC sought the firm’s expertise as the

Kong for the construction and commission of McKenzie found its strong suit in advising investment was in the form of a debt-like

the Hong Kong section of the Express Rail mid-cap deals for Hong Kong corporates; and instrument with three distinct tranches. The

Link, ANZ’s acquisition of regional banking in its niche, it is king. The firm’s corporate debt obligations underlying the investment

businesses from RBS, Alibaba.com’s acquisi- team excels in its in-depth knowledge of were fully customised to suit the investment

tion of China Civilink, and OOIL’s disposal Chinese law and practices, with clients often needs of CIC, and Bumi’s borrowing needs

of Orient Overseas Developments to seeking the firm for that additional local and existing indebtedness. Structuring and

CapitaLand. touch on in- and out-bound investments executing the investment took considerable

because of the extensive experience it can pro- coordination among US, Indonesian, Dutch

Leading lawyers vide. and Chinese counsel, as well as consideration

Padraig Cronin “Bakers is very familiar with the rules and of the laws and regulations within the juris-

Neil Hyman regulations,” says an investment banking dictions.

Jason Webber client. “Although some of the work is not very Shanda Interactive Entertainment’s acqui-

Benita Yu complicated, they always try to think out of sition of a controlling interest in Hurray!

the box while protecting the client’s rights and Holding showcased Davis Polk’s expertise in

interests.” large public company M&A deals. Partners

Sullivan & Cromwell Cheung Yuk Tong heads the team on a James Lin and Mark Lehmkuhler represented

With rainmaker Chun Wei leading the M&A number of notable transactions this year, the acquirer on an all-cash tender offer for

practice at Sullivan & Cromwell, alongside including its role in advising Hong Kong-list- 51% of the issued and outstanding shares of

leading lawyers Will Chua and Michael ed Guangzhou Investment Company Limited the Nasdaq-listed Hurray! Although the deal

DeSombre, the quality of deals completed this (GZI) on a $291 million corporate reorgani- size was not significant, this was the first ever

year is impeccable. sation to completely spin off its subsidiary, deal in which an acquirer attempted to use a

In one of the most impressive and headlin- GZI Transport Limited (GZT), also a listed US-style tender offer to acquire a China-based

ing deals last year, DeSombre and Chua led company on the Hong Kong Stock Exchange. company with shares listed in the United

the team as counsel to Anheuser-Busch InBev The exercise took place in three stages, States. Difficulties in the interplay of US ten-

to its $1.8 billion divestment and sale of namely a special dividend distribution and der offer rules, Nasdaq listing requirements

Oriental Brewery to KKR. The transaction subsequent share offer from GZT to GZI and Cayman company law, and that few mar-

involved innovative uses of vendor financing, shareholders, and the reorganisation of GZI ket precedents existed, were successfully navi-

option agreements and contingent value and its shareholders’ interests. Novel and gated through.

rights to address valuation issues and to bridge complex legal and regulatory arose from issues Also of note is the firm’s involvement in

gaps between the seller and buyer and reach relating to the share offer, which was the first the asset sale of BearingPoint to

an agreement. The overlapping structures of its kind involving a public offer by a listed PriceWaterhouseCoopers in North America,

between the vendor financing and the contin- company of existing share of another compa- China and India. Sales were made in connec-

gent value rights involved a number of com- ny also listed. tion with BearingPoint’s reorganisation under

plex structuring and legal issues in multiple Baker & McKenzie also dipped its toe into Section 363 of Chapter 11 of the US

jurisdictions. one of the more prominent deals of the year. Bankruptcy Code. These transactions

A number of China-related deals also Prior to the $2.15 billion consortium acquisi- required detailed knowledge of the US and

reached the hands of Sullivan & Cromwell. tion of Nan Shan Life Insurance from AIG, local reorganisation regimes. Kirtee Kapoor

Chua represented Hong Kong-listed the team was instrumental in laying the was instrumental in driving the process to a

Alibaba.com on the US law aspects of its groundwork and the events leading up to the successful completion.

Rmb435 million ($63.7 million) acquisition proposed acquisition. Cheung advised Primus

of an 85% equity interest in China Civilink Financial Holdings on forming a consortium Leading Lawyers

from NYSE-listed Synnex Corporation. with China Strategic Holdings, essentially William Barron

Wei Chun also advised BGP in its agree- teaming up a private-equity style financial Kirtee Kapoor

ment to acquire a controlling interest in an oil investor with a Hong Kong-listed company. Mark Lehmkuhler

and gas exploration equipment joint venture James Lin

with ION Geophysical, a NYSE-listed com- Leading lawyers

pany. Concurrently, BGP also acquired Milton Cheng

approximately 19.9% of ION’s listed com- Cheung Yuk Tong



2011 EDITION www.iflr1000.com

2/72 Hong Kong

Other ranked firms fund. Hogan Lovells also worked on several lion) injection into the company by Cofco

Despite suggestions to the contrary by com- sizable M&A deals in Hong Kong and India. and Hopu Investment Management by way of

petitors, Allen & Overy was a noticeable force Mallesons Stephen Jaques had a relatively share subscription.

this year in M&A. Having settled in well on quiet year, but continues to regain its footing Leading lawyers: Jon Perry

their roles as M&A practitioners in Hong on mid-cap, China-related public M&A Paul Weiss Rifkind Wharton & Garrison

Kong for the past year, Jeremy Hunt, Mark deals. has an M&A practice that takes a very similar

Roppel and Will McCauliffe have led on sev- Larry Kwok leads the practice, although approach to its private-equity offerings.

eral quality transactions. most partners in the team had their fair share Managing partner Jeanette Chan is renowned

One particular highlight is Roppel’s repre- of quality deals over the past year. In line with for her expertise among technology, media

sentation of Sinopec on Project Haishang, a the firm’s strategy in Greater China, the bulk and telecommunications (TMT) clients, and

$2.5 billion deal and marked Sinopec’s first of deals were energy-focused with a specialisa- continues to play a leading role in the most

acquisition of overseas upstream oil and gas tion of bringing clients to the Australasian significant M&A deals that fall under the

assets. Hunt also acted for Chinese enterpris- markets. TMT category.

es on private-equity M&A work, although The team advised on the Hong Kong-list- Last year, Chan represented Ericsson as

their nature is confidential. ed Shell Electric MFG on its HK$1.5 billion international counsel in connection with the

Of Mark Roppel, one in-house counsel ($193 million) capital reorganisation, group acquisition of Nortel Networks’ CDMA and

says: “Mark can always understand rapidly restructuring and cash offer by JPMorgan on LTE (long-term evolution) businesses for $1.1

what we are concerned with and give us advis- behalf of China Overseas Land & Investment. billion through a bankruptcy auction.

able suggestions.” Leading lawyers: Stuart Valentine Leading lawyers: Jeanette Chan

Leading lawyers: Mark Roppel Milbank Tweed Hadley & McCloy Asian Sidley Austin is often the go-to firm for

Cleary Gottlieb Steen & Hamilton was counsel Weiheng Chen is instrumental to the corporate targets in the cross hairs of private-

instructed as US counsel on some of the year’s firm’s representation of China-based M&A equity firms and other investment funds.

most public and respectable transactions, in a deals. With a Chinese law background, Chen Analogous to its strong capital markets prac-

year that truly tested the patience of many is relied on by the Milbank team for advice to tice, where the firm acts for a majority of

M&A outfits. some of the most important mandates, a clear issuers, the M&A practice at Sidley Austin

Corporate partner Megan Tang advised advantage that differentiates the firm from its often sits across the table from financial insti-

Hewlett-Packard, alongside colleagues in New competitors. tutions and investors. Veteran Hong Kong

York and Beijing including leading practition- For example, in the single largest foreign partners Constance Choy, Gloria Lam and

er Filip Moerman, on its $2.7 billion acquisi- investment into China’s solid waste manage- Timothy Li lead the practice.

tion of 3Com Corporation. The target has ment industry and the client’s first ever invest- The team acted for Geely Automobile

significant operations in China. ment in China, Milbank advised Waste Holdings on its issue of HK$1.90 billion

In Hong Kong, David Hirsch first repre- Management in purchasing a 40% stake in ($244 million) convertible bonds and war-

sented Hutchison Telecommunications Hong Shanghai Environment Group via a wholly- rants. The bonds and warrants will be

Kong Holdings (HTHK) on its spinoff from owned Hong Kong subsidiary. The transac- acquired by GS Capital Partners VI Fund.

its parent company Hutchison tion involves complicated due diligence over After Li led the team on Sinotruk’s IPO on

Telecommunications International Limited the target’s existing and pending concession the HKSE in 2007, the client returned this

(HTIL) last year. The deal was a precursor to arrangements and analysis of contingent envi- year to instruct Li to advise on the company’s

the subsequent privatisation of HTIL into its ronmental liabilities. Due to Chen’s expertise cooperation project with automotive compa-

parent company, Hutchison Whampoa, by in Chinese law, Milbank was successful in ny Man. The transaction involved an equity

way of a scheme of arrangement in May this guiding the client through the entire deal suc- deal and a technology licensing arrangement,

year. Hirsch advised on US securities law in cessfully. with a total value of 645 million.

both occasions. Leading lawyers: Weiheng Chen “They are not only familiar with Hong

Leading lawyers: David Hirsch and Megan Norton Rose shored up its practice this Kong Listing Rules but also have excellent

Tang year with the addition of M&A specialists professional attitudes,” says a corporate client.

Hogan Lovells picked up on several Andrew Abernethy from Dubai and Shaun “They can immediately provide reasonable

notable deals his year from its close relation- McRobert from Perth. The team had a strong and comprehensive verbal opinions and

ship with financial institutions and regionally year in public takeovers, with new partner Jon advice in respect to our enquiries.”

favourable position after the completion of Perry having advised in relation to four sepa- Leading lawyers: Constance Choy, Gloria Lam

the merger. rate transactions. and Timothy Li

The team, which includes corporate Of Jon Perry, a client notes: “Jon is Simpson Thacher & Bartlett worked hard

department head Jamie Barr and partners Tim unafraid to deal head on with difficult situa- this year to land on several notable public

Fletcher, James Fong and Terence Lau, tions and provided solutions to problems as M&A deals with a distinctively Greater China

worked closely with the restructuring team in opposed to just identifying the issues.” flavour. Although more acclaimed for its work

advising ABN Amro, ING and BNP Paribas Perry has also been involved in three sepa- with strategic private equity investors, the

as trustees of the secured creditors to Peace rate cross-border acquisitions involving firm has buckled down to increasingly engage

Mark on the $80.9 million acquisition of Korean companies this year. In one of the Chinese and Taiwan corporate clients on their

Sincere Watch in Singapore. matters, Perry led the team that acted for outbound acquisitions.

In China, Lau advised Forex Investment Times’ $630 million acquisition by Lotte For example, Chris Lin deftly handled a

Group on the $200 million sale of 92.7% Shopping, the largest ever takeover of a $160 million acquisition of Digital Media

shares of Beijing Leader & Harvest Electric Chinese business by any Korean buyer. Group Company for client VisionChina

Technologies to private-equity fund Affinity Partners Freeman Chan and Stanley Lai Media. This transaction is expected to result

Equity Partners; the largest ever buyout in also represented China Mengniu Dairy in the most comprehensive mobile television

China by a single overseas private-equity Company on a HK$6.12 billion ($788 mil- advertising network in China. The firm struck



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again under Lin’s leadership to represent ($231 million) acquisition of Taifook company, and also represents the first time a

Taiwanese wire and cable manufacturer Securities, as well as the subsequent HK$1.7 Korean company has sold its shares back to

Walsin Lihwa in connection to its minority billion general offer by Hai Tong for the any Hong Kong-listed company.

investment in Seattle-based Microvision. remaining shares outstanding of Taifook. The Other notable transactions include the

Hong Kong M&A head since 2005, transaction marked the first takeover by a team acting for Gmarket on its acquisition by

Patrick Naughton relocated back to New York mainland brokerage of a Hong Kong-listed eBay via a tender offer. This transaction was a

in the spring. In his place the firm brought competitor. novelty in Korea as there was only one previ-

out up-and-coming partner Kathryn King Leading lawyers: Mabel Lui and Tejinder ous case of tender offers ever made, as well as

Sudol to drive the practice forward. Singh Mahil it being the first acquisition of a Korean com-

Deacons is a local favourite for home- Minter Ellison’s addition of leading M&A pany listed solely in the US.

grown corporates in domestic M&A deals, partner Matthew Hibbins last year has ended Leading lawyers: David Cho and Mark Lee

although the firm is beginning to seize the with his relocation to the firm’s Melbourne Paul Hastings Janofsky & Walker touts

benefits from a much broader regional out- office. Despite the transfer, Minter Ellison’s one of its key strength as the ability to offer

look. “Deacons not only gives me the right offerings this year remain on par as corporate clients a unique one-stop shop service in

legal advice, but the team has spent time to partner Elisabeth Ellis spearheaded the efforts, advising on complex M&A transactions

understand all the background and company leading the team to advise on two acquisitions involving private equity, leveraged finance and

culture/history to give us the right advice,” by the ASX-listed Toll Group, one of which high-yield debt. Despite the team’s loss of two

says a client. involved multiple jurisdiction and complex partners, Phoebus Chu and Maurice Hoo, the

In particular, the team has recently regulatory issues. team remained active from efforts led by cor-

received several Japan-related transactions. Ellis also represented Hong Kong-listed porate partner Raymond Li.

Clients of the firm typically find the team’s VTech Telecommunications in relation to its In one notable highlight, Paul Hastings

expertise in insurance, banking, broadcasting acquisition of Ingram Micro. acted for CIMC Enric on the expansion of its

and telecommunications the most com- Leading lawyers: Elisabeth Ellis and Fred transportation, storage and equipment busi-

pelling. Kinmonth ness through acquisitions in China and

M&A specialist Eugina Chan led on sever- Morrison & Foerster’s Christopher Europe, totaling $543 million. The deal is the

al landmark deals this year, including her role Forrester and Gregory Wang are equally well first transaction of its kind within the trans-

as counsel to Wing Lung Bank’s $2.48 billion known for their capital markets and M&A portation, storage and processing equipment

acquisition by China Merchants Bank, the expertise. In particular, Wang has long-stand- manufacturing industry, and involved highly

first takeover of a Hong Kong-based bank by ing experience in the privatisations of Chinese complicated legal and regulatory issues,

a mainland-based bank and the largest bank- state-owned enterprises, including the privati- including a reverse takeover, a very substantial

ing acquisition in Hong Kong in seven years. sations of ICBC, CCB and Metallurgical acquisition and connected transaction for

Chan also acted for Hutchison Harbour Corporation of China, all of which he worked Enric under the Hong Kong Listing Rules.

Ring on its $650 million sale an office tower on before joining the firm mid-last year. “They are better than most law firms in

in Shanghai to Asia Pacific Land. The transac- Of counsel Rod Floro also adds to team’s this area, particularly in M&A and private

tion is one the largest real-estate deals to date offerings, having recently relocated from the equity in China,” says a client. “I would not

in China. Partners Rhoda Yung and Alex Que firm’s Singapore office back to Hong Kong. recommend other law firms.”

also acted for Bank of America on all Hong Together with Forrester, corporate heavy- Leading lawyers: Raymond Li

Kong law aspects in relation to its HK$56.7 weights Thomas Chou and Tien-yo Chao Simmons & Simmons differs from its

billion ($7.3 billion) divestment of China head the M&A practice. competitors with defined sector focuses on

Construction Bank. Notable highlights from the team this year financial institutions, TMT, and energy and

Leading lawyers: Eugina Chan, Alex Que and include Chou’s representation of Draper infrastructure, which allows the corporate

Rhoda Yung Fisher Jurvetson in connection with the sale of team to advise on more significant deals with-

DLA Piper’s past year was one of achieve- their preferred shares in Ku6 Holding Limited in its chosen sector.

ments. For a practice that continues to take a to Hurray! Holding and Chao’s representation With Henry Ong’s departure from the

front seat under the leadership of corporate of TCC International Holdings in its $487 firm in September 2009 to Weil Gotshal &

heavyweight Mabel Lui and specialist Tejinder million acquisition of a group of cement pro- Manges, the team has been refocusing its

Singh Mahil, DLA Piper reached new heights duction companies in China from a wholly- efforts on energy deals under the helm of Tom

this year with its representation of Ping An owned subsidiary of AIM-listed Prosperity Deegan.

Insurance’s acquisition of Shenzhen Minerals Holdings. As a result, Simmons & Simmons acted as

Development Bank. The $3.2 billion deal, Leading lawyers: Thomas Chou and Tien-yo lead counsel to Qatar Petroleum International

ranked ninth-largest by value in the Greater Chao on an acquisition of a significant stake in a

China region in 2009, saw the firm advise Orrick Herrington & Sutcliffe’s corporate petrochemical plant. This deal was significant

Ping An on issues with respect to the transac- practice this year welcomed private-equity for it was Qatar Petroleum’s first purchase of

tion structure, compliance with the Hong specialist Maurice Hoo, cross-border M&A overseas assets and the acquirer was very

Kong Listing Rules, negotiations and drafting specialist Allen Shyu and of counsel Louise mindful with its choice of lead counsel. This

of the share purchase and share subscription Liu. Top M&A lawyers Mark Lee and David deal also involved complex analysis of compe-

agreements, as well as due diligence. Cho are the core pillars of this practice. tition law issues.

“Their approach is very personal and prag- In one precedent-setting transaction, Cho Leading lawyers: Tom Deegan

matic,” says a manufacturing client. “They acted for SK Telecom in its sale of a 3.7% Weil Gotshal & Manges operates a niche

have a wide client base, so they are able to pro- stake in China Unicom back to the company practice in Hong Kong, but despite its size,

vide us similar examples from experience.” for a consideration of $1.3 billion. The deal the firm is involved in several extensive mat-

The team also acted for Hai Tong marked the largest share repurchase by a ters around the region. Furthermore, demon-

Financial Holdings in its HK$1.8 billion Hong Kong-listed company from a Korean strating its commitment to growing this part



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of its offering, the firm lured over M&A spe- significant progress in this practice over the Hong Kong firm,” says a consultant. “Matt

cialists Henry Ong and Jasson Han from past year. Fung is described by one client as and his team were very responsive and proac-

Simmons & Simmons in September 2009. “professional and responsive”. tive, providing sensible advice in a timely

Renowned M&A practitioner Akiko Fung advised shareholders of Apollo fashion.”

Mikumo continues to push the practice to Precision on the proposed disposal of their Fulbright & Jaworski’s M&A offering

new heights, acting on the much publicised, entire interest in the company to the Hong enjoys a particularly strong focus on mainland

but now unrealised sale of AIA to Prudential Kong-listed RBI Holdings. The deal was val- China, especially within the realms of energy

and further developing the relationship with ued at HK$4.18 billion ($537 million). and infrastructure. Headed by partner Jeffrey

US public companies on their ventures into The team also advised Hong Kong-listed Blount and supported by fellow partner Jie

Asia, including clients such as GE, Mass China Mining Resources Group on its Zhang, the practice is often lauded by inter-

Mutual, Microsoft and Citigroup. HK$200 million ($26 million) acquisition of national clients for its strong local knowledge

In mid-2009, Mikumo represented shares of Quadra Mining, a Toronto Stock of Chinese laws and regulations.

Nomura as financial advisors to Hurray! Exchange-listed company. The limited time- One notable highlight is the firm’s repre-

Holdings in connection with a $46.2 million frame of the deal added to the complexity of sentation of YRC Worldwide, an internation-

partial tender offer by Shanda Interactive ensuring regulatory requirements are met on al transportation and logistics company, in

Entertainment, in one of the few China-to- both exchanges. connection with its cross-border acquisition,

China acquisitions structured entirely off- Baker Botts extends past its specialisation disposition and restructuring transactions in

shore due to US listing. on the oil and gas sector with a wide range of China. Fulbright & Jaworski also represented

“Akiko is always on the ball,” says one instructions on high value projects in infra- two energy companies in relation to a divest-

regional client. “She almost became a part of structure and energy-related services. ment and setting up of a joint venture.

our team and worked with us seamlessly “Baker Botts always take a leading role for “Their overall understanding of the chal-

together to the finish line.” gas and pipeline transactions,” says one indus- lenges faced by US companies working in

Another novel transaction Mikumo is try client. “It is not rare that the firm’s service China is superb and they help me to under-

working on is representing a key shareholder is beyond expectations during the cooperation stand the cultural differences of doing busi-

in Tokyo-listed eAccess on its merger with process.” ness in China,” says a loyal client. “I would

partly-owned subsidiary eMobile, which Instrumental to the practice at Baker Botts not make a major decision concerning our

involves a share-for-share exchange. is leading partner and head of M&A John operations in the China without first seeking

“They are always trying to solve problems Kuzmik, who advised Rosneft and Transneft their counsel.”

and roadblocks,” recalls a corporate client. in connection with multi-billion dollar con- Leading lawyers: Jeff Blount and Jie Zhang

“They take their work seriously and you feel tracts for providing oil supply to China Proskauer Rose is picking up pace in the

that you can completely rely on them because National Petroleum Corporation. The trans- region as the Hong Kong corporate team

they’re on such close terms with you.” action was considered as the most significant looks Asia-wide to instruct the firm’s long

Leading lawyers: Akiko Mikumo between Russia and China’s energy sectors, standing clients as international counsel on

Woo Kwan Lee & Lo works with a wealth given the political considerations and implica- M&A related issues.

of publicly listed companies in Hong Kong on tions. For example, the team advised

numerous matters ranging from general cor- Leading lawyers: John Kuzmik NeoPhotonics Corporation on consolidating

porate work to high-profile M&As. Leading Bingham McCutchen is very well placed its subsidiaries and operations in China in a

the team are two seasoned commercial to represent local corporates on international series of transactions, as well as advised NBA

lawyers, Carmelo Lee and Frank Yuen, with deals. With a niche M&A practice in Hong China, a key client from the firm’s premier

extensive experience on the local scene. Kong and a global network of offices, many of sports law platform, on the creation of a joint

Included in the highlights this year is the Hong Kong’s high net worth individuals, venture and operating arena in China. On

firm’s representation of Hutchison Whampoa including Carson Yeung and Vincent Lo, look both occasions, Ying Li was instrumental on

Limited in its HK$4.2 billion ($540 million) to Bingham McCutchen for advice for com- the China-specific aspects of transactions.

privatisation of the HKSE- and NYSE-listed plex cross-border matters. “Proskauer’s dedication to us as a client

Hutchison Telecommunications In particular, leading partner Matthew was at a level I have never experienced over

International, and acting for Cosco Pacific on Puhar continues to act for numerous hedge my past 20 years working as an executive,

a connected transaction relating to its $520 funds and private investment firms on debt including my days with a leading commercial

million acquisition of a 13.7% stake in Sigma and equity acquisitions in the region. bank,” says an in-house counsel. “The team

Enterprises. Recently, Puhar was instructed by Yeung in always knew how to identify our legal and

Leading lawyers: Carmelo Lee and Frank Yuen respect of Grandtop International Holdings’ business problems well in advance, and always

purchase of Birmingham City Football Club had a solution ready - in short, Proskauer

by way of a public takeover offer. The firm’s acted like our partner.”

Other notable firms ability to provide solutions to UK tax issues Managing partner Yuval Tal saw activity in

Ashurst in association with Jackson Woo & related to the deal was also critical to the suc- other parts of the region, most noticeably in

Associates continues to add talent to the team cessful acquisition. Japan, where he acted for Mori Building in

led by the head of the firm’s Asia practice, Additionally, Puhar was involved in China connection with their investment in Hyatt

Geoffrey Green. M&A practitioner Lina Lee Central Properties’ take-private action by its Hotels due to his reputation in the lodging

transferred from her previous role at Clifford major shareholder. The deal involved the and gaming industry.

Chance and Stuart Rubin relocated from restructuring and early termination of the “Yuval is smart, original and unmatched in

Ashurst’s London office. company’s convertible bonds. his legal abilities and business sense,” says a

They join Sabrina Fung from Jackson Woo “I would recommend them as they have a client. “He negotiated all the issues and got us

& Associates, a Hong Kong law firm in asso- very experienced UK capital markets partner, everything we needed.”

ciation with Ashurst, who has already made Matthew Puhar, who recently joined the Leading lawyers: Ying Li and Yuval Tal



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Competition/antitrust head Clifford Chance’s Global Antitrust and China practice in July 2009, two of the most

Foreign Investment practice in Asia. senior and experienced practitioners in the

Recommended firms Since the introduction of China’s Anti- field.

Clifford Chance Monopoly Law (AML), Clifford Chance’s Like its rivals, Freshfields continues to play

DLA Piper China antitrust practice has handled two of a key role in advising clients in merger reviews

Freshfields Bruckhaus Deringer the five conditional clearance decisions issued with Mofcom and hold the position of having

Herbert Smith under the AML. Recent highlights include been involved in more merger notifications

Linklaters core members of the team advising InBev on than any other international law firm in

Mayer Brown JSM the merger control aspects of its acquisition of China.

Norton Rose Anheuser-Busch, the first acquisition to Notable deals include obtaining uncondi-

receive public clearance under the AML; tional Chinese merger clearance for 3Com’s

Until recently, Hong Kong has been a compe- Pfizer on the merger control aspects of its $2.7 billion merger with Hewlett-Packard,

tition law-free zone, often filled with chatter acquisition of Wyeth, the first structural Assa Abloy’s unconditional clearance for the

of an Anti-Monopoly Law (AML) that never divestment under China’s AML; and Kraft’s acquisition of Pan-Pan, and an unconditional

seemed to materalise. Hong Kong had tradi- hostile-turned-friendly takeover of Cadbury. clearance for a strategic alliance between Fiat

tionally embraced the laissez-faire attitude, The firm has advised clients on more than and Chrysler on an expedited basis.

and with the exception of the broadcasting 25 other applications, most of which were Unlike its competitors, however,

and telecommunications industry, regulation cleared by the Chinese regulators without Freshfields has been advising clients on the

had been nonexistent. conditions. “They have a dedicated team next phase of competition enforcement in

However, after being in the works for sev- working on our project and the contact China, the commencement of non-merger

eral years, the Hong Kong Government has between us is very close, especially with the control enforcements. These include cartels,

finally introduced the Competition Bill, a specialists in Hong Kong and Europe,” says dominance and other anti-competitive

cross-sector competition law regime in Hong an industry client. “They are truly special arrangements.

Kong to be debated on by the Legislative lawyers, as they are both antitrust and trans- French and fellow co-head Michael Han

Council in the third quarter of 2010. In its actional lawyers.” have helped clients prepare through compli-

current form, the Bill will cast a wide net over Clifford Chance is also diversifying its ance training and competition audits in the

many industries, including those with mini- offerings, advising clients on other pillars of absence of clear guidance from regulators. In

mal threat, on market power dominance but the AML such as anti-competitive agreements addition, the duo continue to monitor the

does not provide for a general merger control and abuse of market dominance, as regulator introduction of Hong Kong’s competition law

regime. Apart from these peculiar differences, interest grows in these areas. and emergence of private actions in China

commentators have noted that the Bill and its very closely.

expected penalties is in-line with the standards Leading lawyers

of AMLs found in other developed jurisdic- Emma Davies Leading lawyers

tions. Ninette Dodoo Nicholas French

Regardless of the Hong Kong AML, law Michael Han

firms in Hong Kong have been servicing

clients in China and south east Asia for a DLA Piper

number of years. While corporates in China DLA Piper’s David Cox acts for several of Herbert Smith

are already used to the proactive decisions Herbert Smith’s practice has unparalleled

Hong Kong’s blue chip companies on a num-

made by Chinese regulators since the law’s expertise in Hong Kong’s competition law

ber of M&A-related issues, including merger

introduction in mid-2008, there has recently regime with the ongoing cases the firm is han-

clearances for the EU, merger filings in China

been a significant shift in focus towards non- dling in the local telecommunications indus-

under the new Anti-Monopoly Law (AML)

merger control arrangements. and the creation of joint ventures.try.

In the first cases that have come to light, a For example, Herbert Smith is often

Cox also advised on the formal investiga-

decision was made to fine the first rice noodle instructed by industry giant PCCW to advise

tion into Rio-Tinto/BHP Billion’s iron-ore

cartel in China that was sanctioned under the on issues and represent on disputes arising from

production joint venture. In his 35 years of

AML and Price Law. “Whether this is the the Telecommunications and Broadcasting

experience, Cox has dealt with the European

beginning of a shift towards more aggressive Ordinances, at times in the context of M&A

Commission on international transactions

enforcement by China’s agencies or whether within the sector.

and regulatory approvals, as well as discussed

this is a one-off issue has yet to be seen,” says the implementation of the AML (Anti- “I would recommend the firm for their

a partner. expertise, their understanding of the client’s

Monopoly Law) and recent merger control

In other jurisdictions around Asia, there needs and priorities, and their responsive-

decisions made by China’s Ministry of

has also been a more stringent approach to the Commerce with officials from key enforce-

ness,” notes a client in the telecom industry.

AML, with decisions in Indonesia, Korea and ment agencies. Senior consultant Stephen Crosswell is

Japan imposing increasingly greater fines. It responsible for much of the described work, as

seems only natural that unprecedented levels Leading lawyers well as acting for Global Sources in a dispute

of regulatory activity will follow. David Cox over anticompetitive conduct by a govern-

ment related entity. “Stephen is excellent with

legal analysis and distilling complex issues in a

Clifford Chance Freshfields Bruckhaus Deringer clear and easy-to-understand manner,” says a

Clifford Chance relocated leading lawyer Freshfields Bruckhaus Deringer has, since client.

Ninette Dodoo late last year from Brussels to leading lawyer and China competition co- Practice head Graeme Johnston provides

head Nicholas French joined the Greater specialist advice on competition policy to var-



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ious infrastructure clients. Additionally, the antitrust-focused seminars demonstrates Private equity

team has undertaken many major merger fil- Mayer Brown JSM’s recognition as having

ings in mainland China principally for multi- some of the best practitioners in this field. Recommended firms

nationals acquiring businesses in China. The team has benefited from the unique Tier 1

insights obtained in relation to the AML via Cleary Gottlieb Steen & Hamilton

Leading lawyers ongoing involvement of the firm’s lawyers in Clifford Chance

Stephen Crosswell the development of the AML and its supple- Freshfields Bruckhaus Deringer

mental regulations, and continues to enjoy a Linklaters

strong relationship with Mofcom. Mayer Paul Weiss Rifkind Wharton & Garrison

Linklaters Brown JSM also seeks to build a solid record Simpson Thacher & Bartlett

Linklaters relocated one of its best competi- in securing antitrust approvals from the

tion law practitioners, leading partner Erik Mofcom. Tier 2

Söderlind, to Hong Kong in 2008 due to the Leading partner Hannah Ha and senior Davis Polk & Wardwell

developments in China’s Anti-Monopoly Law associate Gerry O’Brien recently obtained Herbert Smith

(AML), and have so far held the advantage in antitrust clearance under the AML for a pro- Skadden Arps Slate Meagher & Flom

providing top quality and the highest level of posed aviation-related joint venture between

specialist advice to its roster of multinational two large multinationals, and is currently rep- Tier 3

clients. resenting a key Asian port to prepare a com- Allen & Overy

In addition, Söderlind draws from the plaint filing to SAIC alleging its competitors’ Baker & McKenzie

expertise of Yuan Cheng, a specialist based in unlawful abuse of dominance. Debevoise & Plimpton

the firm’s Beijing office, who is often invited Hogan Lovells

to participate in a number of closed-door Leading lawyers Kirkland & Ellis

meetings with Mofcom, the State Hannah Ha Latham & Watkins

Administration for Industry and Commerce Mayer Brown JSM

(SAIC) and the National Development and Milbank Tweed Hadley & McCloy

Reform Commission (NDRC). Norton Rose O’Melveny & Myers

“We work with Erik Söderlind because he Norton Rose’s antitrust practice was not built Paul Hastings Janofsky & Walker

is one of the top three experts in competition to cater only for China’s Anti-Monopoly Law Richards Butler in association with

law and willing to provide advice promptly (AML). Unlike other outfits in town, the Reed Smith

with comprehensive analysis,” says one corpo- team at Norton Rose garnered significant Ropes & Gray

rate client. “It is important for us to under- Asia-wide experience with their involvement Shearman & Sterling

stand EU and Chinese Anti-Monopoly Law, in cases and transactions spanning the entire Sidley Austin

and with his profound understanding in both North Asia and south east Asia, as jurisdic- Slaughter and May

areas, he can think from our perspective and tions outside of China, Japan and Korea begin Weil Gotshal & Manges

advise on the best way to approach things.” to implement competition laws.

One of the biggest issues currently being “They have good coverage of key jurisdic- Tier 4

analysed by the team involves the assessment tions,” says a Hong Kong corporate. “They DLA Piper

of compatibility between the AML and exist- provide timely and succinct advice, under- Fried Frank Harris Shriver & Jacobson

ing joint venture structures, and determining standing the level of detail that their client Mallesons Stephen Jaques

where regulators intend to draw the line. prefers.” Morrison & Foerster

Linklaters has been advising Linde, Cosco and This year, the team led by key partner Orrick Herrington & Sutcliffe

Credit Agricole/Société Générale in relation Marc Waha acted for HSBC, AIG, FTSE, Proskauer Rose

to these matters. Sumitomo and other companies in relation to SJ Berwin

“We get good support and the latest news multijurisdictional merger filings. Of note, Sullivan & Cromwell

and updates from them,” says one Hong Norton Rose also acted for AIA in a multi- White & Case

Kong corporate. “They have solid footing in jurisdictional merger filing on the proposed

this specialist field, because not all the inter- multi-billion AIG/Prudential acquisition. “Most of the capital raised in 2006 or 2007

national firms can really provide all updated In addition to merger control, the team has yet to be drawn down if the fund cleverly

and concrete advice like they do.” also advises on cooperation agreements, part- refused to invest at the very height of the mar-

nerships and distribution. For example, Waha ket,” says one fund formation practitioner.

Leading lawyers continues to represent Cathay Pacific on com- “But because the limited partners have been

Erik Söderlind petition law aspects of its alliance with Air paying so much carried interest and manage-

China, as well as on a number of other com- ment fees for a low internal rate of return,

petition matters, including on the possible with 75% of cash left on the sideline, the

Mayer Brown JSM adoption of competition law in Hong Kong. funds are under fire to invest in something.”

Mayer Brown JSM has taken the initiative to “Marc Waha is very knowledgeable in this The situation has drastically changed from

educate a broad range of leading businesses, area of law, and presents information and a year ago, when funds were struggling to raise

statutory authorities and chambers of com- arguments well,” says a client. capital and appeared unripe to take on more

merce on the Anti-Monopoly Law (AML) portfolio companies due to a retraction in all

and the need for preparatory compliance Leading lawyers key markets. The second half of 2009 brought

endeavours. Marc Waha about a change in market conditions. General

The team’s participation in many industry partners that had previously raised capital are

forums, journals, training programmes and now being pressured by limited partners to



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deploy commitments as rising management shares in Ping An Insurance through a share Malaysia. In an ongoing deal, Whan is advis-

costs have often outweighed returns from pri- placement. The firm initially represented ing the Asian management team of Stark

vate-equity funds over this period. With TPG in its 2004 investment in SDB, the first Investments on its acquisition of the firm’s

change of control favouring investors and sale of a de facto controlling interest in a operations in Hong Kong and Singapore. The

pressure mounting, general partners searched Chinese bank to a foreign investor. deal was the first management buyouts of a

for smaller deals that involved little or no Other representations for TPG include the major alternative investment fund’s Asian

leverage. private-equity house’s investment into an operations.

The tipping point came soon after the last indirect 17.7% equity interest in MI Energy

quarter of 2009, as investors saw a string of Corporation, and in its subscription of con- Leading lawyers

successful IPOs take place in Hong Kong and vertible bonds and warrants of the HKSE-list- Simon Cooke

mainland China. Market sentiment picked up ed Daphne International Holdings. Andrew Whan

considerably, and confidence was boosted

within the private-equity community due to Leading lawyers

the favourable signs of exit opportunities Clayton Johnson Davis Polk & Wardwell

within the market. For many new entrants, Although located in Hong Kong, the firm’s

though, the upward pressure on valuation far-reaching regional private-equity practice

continues, leading potential sellers to consider Clifford Chance and its emphasis on the strategic expansion of

high premiums on valuations as benchmark. Clifford Chance is among only a handful of the Indian market saw Davis Polk tackling

Most deals in China continue to be minor- firms that can truly say it competes with the some of the most compelling transactions in

ity stakes, in growth capital and venture capi- leading US contingent that traditionally dom- the industry outside of the traditional China-

tal type investments, rather than buyout deals inate this space. The firm is backed by both Hong Kong markets. The team’s work has

that potentially face greater difficulty of the quality of its clients and the experience of shown immediate results, as the firm was

receiving approval by regulators. its partners. Leading private-equity specialist named International Private Equity Team of

Recent developments in China have Andrew Whan not only provides global advice the Year at IFLR magazine/Asialaw’s India

opened up exciting opportunities for private and support for European powerhouses such Awards 2010.

equity-type investors. The State Council as 3i, CVC Capital Partners, Permira and Leading dealmaker and resident India spe-

adopted measures that provide a framework EQT Partners, but he is also instructed by cialist Kirtee Kapoor advised on several out-

for foreign-invested partnership enterprises Asian outfits including Affinity Equity standing transactions this year. His continu-

based on the Partnership Enterprise Law that Partners and HSBC NF China Real Estate ing role as a top private-equity advisor led to

recently came into effect. This will pave way Fund for landmark transactions. his recent representation of a consortium of

and ease restrictions on foreign participation “The associates [at Clifford Chance] are investors including Morgan Stanley

in renminbi funds onshore, as previously there very capable as they were able to handle com- Infrastructure Partners, General Atlantic,

was no clear legal basis for foreign-invested plex steps and arrangements in accordance to Goldman Sachs Investment Management,

renminbi funds to be set up as a partnership the timetable of a private equity deal,” says a Norwest Venture Partners and Everstone

structure. private-equity specialist. “Clifford Chance has Capital in connection with an investment of

It is intended new onshore funds, some of more debt lawyers, the complicated types of $425 million in Asian Genco. The investment

which is anticipated to be Asia’s most promi- brains, so they are able to do the most com- is the largest private-equity investment in the

nent, will attract new capital as a government plex deals.” Indian power sector to date.

strategy to encourage and improve foreign Since the firm relocated Simon Cooke In another transaction that was considered

direct investment. from the London office last year, the experi- as one of the top Indian private equity deals of

enced partner has been working almost exclu- 2009 by IFLR magazine, partner Mark

sively on a number of notable private invest- Lehmkuhler led the Davis Polk team that

Cleary Gottlieb Steen & ment in public equity (Pipe) transactions. advised Quadrangle Capital Partners on a

Hamilton Together with Whan, the Clifford Chance $300 million combined equity and debt

Much to the envy of peers, private equity and team advised Advantage Equity Partners on financing by a consortium of private equity

M&A specialist Clayton Johnson has the the first Pipe deal in Hong Kong. A holding investors in TowerVision. This deal marked

backing of TPG in Asia due to the firm’s close company, established by the funds raised from Quadrangle Capital Partners’ inaugural

ties to the private-equity powerhouse in the the private equity firm, will invest HK$185 investment in Asia, and included equity

United States. Although the team at Cleary million ($24 million) in Qin Jia Yuan Media investments from several offshore investors,

often falls under the radar in terms of the size Services through the issue of convertible including other marquee international pri-

and scope of the practice, its mandates from bonds, warrants and ordinary shares. The vate-equity firms as well as a group of Israeli

the US mega-buyout fund on some of the investment was structured in such a way that institutional investors.

prominent transactions in the region truly the transaction could still proceed in the event The deal also featured innovative yield

demonstrates what this niche practice is actu- of shareholder disapproval on specific issues. protection mechanisms, uniquely designed

ally capable of. “Andrew Whan and Simon Cooke are very parallel escrow funding arrangements to

One of the most recent transactions was committed and proactive in looking after our accommodate simultaneous capital injections

Cleary’s representation of TPG in the sale of accounts,” says a private-equity client. “The by different groups of co-investors and multi-

its 16.8% stake in Shenzhen Development relationship is such that they will pull out tiered provisions to facilitate the investor con-

Bank (SDB) to Ping An Insurance for $1.68 every stop to meet our deadlines.” sortium’s eventual exit.

billion. Consideration was paid in cash and Whan was also active in representing “Mark is absolutely top class and nothing

new shares in Ping An Insurance, which sub- CVC’s disposal of its entire interest in GS short of fantastic,” says a private-equity client.

sequently led to Cleary acting as an advisor to Paper and Packaging to Oji Paper in one of “He would find solutions to legal problems

TPG in the 160 million block trade of H- the first ever true 100% leveraged buyouts in with not a whole lot of precedent, and his



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mind is very creative, commercial and techni- Herbert Smith The Carlyle Group’s HK$800 million

cally orientated, which in absence would have Possessing one of the top capital markets ($103 million) acquisition of Natural Beauty

been near impossible to complete our deal.” experiences in Hong Kong, Herbert Smith Bio-Technology is a prime example of a com-

remains a clear choice for investment banks, plex deal successfully closed with the experi-

Leading lawyers private-equity houses and venture capital ence of leading practitioner Chris Kelly’s

Kirtee Kapoor funds in search of an efficient execution in team. Prior to this transaction, CVC had

Mark Lehmkuhler capital raisings and exit strategies on their pri- unsuccessfully tried to take the target private

vate equity investments. by way of a scheme. However, Kelly was able

This synergy is felt in no other than part- to restructure the transaction such that

Freshfields Bruckhaus Deringer ner Tommy Tong, often singled out by clients Carlyle holds an indirect interest in 65.5% of

One of the most striking features in as an all-round, multifaceted expert across the the target, making the mandatory general

Freshfields’ long sheet of mandates is the qual- firm’s corporate offerings. Tong is the de facto offer an unconditional deal and not vulnera-

ity and spread of private-equity clients it rep- specialist on Herbert Smith’s private-equity ble to shareholder vote down.

resents. Unlike some of its rivals that typically team, although managing partner and M&A July 2009 was an active month for the firm

have a loyal client relationship with one of the head Andrew Tortoishell oversees the practice. - within four days of the mandate, Linklaters

market’s leading private-equity players, Important transactions include Tong’s rep- advised Cofco and Hopu Investment

Freshfields is one of the few firms that private- resentation as counsel to IDG Capital Management to sign an agreement on their

equity funds would seek, outside of their Partners in relation to the placing by Fine subscription for shares, through an SPV in

usual circles, for trusted advice on complex Elite Management, an SPV, of its entire China Mengniu Dairy Company.

issues should the situation arise. HK$325 million ($42 million) shareholding The documentation contains detailed pro-

On the sheer number of quality deals, the in Digital China Holdings Limited. IDG also visions regarding board representation, a non-

firm is quickly gaining ground and outpacing instructed the team to represent two of its compete arrangement, a lock-up arrangement

its competitors under the direction of star funds, IDG-Accel China Growth Fund II and and anti-dilution rights. Consideration was

practitioner Robert Ashworth. For example, IDG-Accel China Investors II, on the sub- given to China tax residency status of the SPV

in a $600 million deal, the team advised scription of HK$97 million ($12 million) to be set up under the new China tax law.

Blackstone as lead investor in a consortium on placed shared in Media China Corporation.

a pre-IPO investment in China Shougang “They have a professional, timeline-orien- Leading lawyers

Agricultural Products Logistics Park. tated and customer focused team,” says a pri- Chris Kelly

The investment was by way of subscrip- vate-equity specialist. “Tommy’s experience Betty Yap

tion for new preference shares and acquisition and dedicated work attitude is highly com-

of certain existing ordinary shares, and marks mendable.”

Blackstone’s first pre-IPO investment in a Additionally, on the menu this year were Paul Weiss Rifkind Wharton &

China-based company. The deal involved private equity deals that focused on the ener- Garrison

complex restructuring of the company’s gy and natural resources sector, an area the If there is one thing for certain in this unset-

onshore assets, while measures were also taken firm has a principal position in, particularly tling economic climate, it would be that

to secure Blackstone’s interests and to ensure Pipes (private investments in public equity) or clients in the technology, media and telecom-

the performance of the company under the event-driven type strategies. Clients of the munications (TMT) sector need to look no

agreement. firm include Goldman Sachs PIA, TPG and further than Paul Weiss for some of the best

Other noteworthy highlights include the Blackstone. advice available in the market in private equi-

work of managing partner Teresa Ko, who ty deals. The same could be said for funds

acted for Newbridge on the $1.68 billion sale Leading lawyers interested in investing into the sector.

of its 16.76% stake in Shenzhen Tommy Tong Spearheaded by distinguished managing

Development Bank to Ping An Insurance. Andrew Tortoishell partner Jeanette Chan, who also fulfils her

The transaction saw Newbridge exit its invest- role as the head of Asian Communications

ment at a significant premium. and Technology practice, the team at Paul

Warburg Pincus also mandated the firm on Linklaters Weiss includes leading private-equity special-

its $20 million investment in a subsidiary of Linklaters’ Hong Kong office acts not only as ist Jack Lange. The combination of experience

the Hong Kong-listed Titan Petrochemical the epicentre for its private-equity practice in on the team results in a niche practice with

Group (TPG) by way of a convertible bond the region, but also acts as the centre of pri- highly-specific capability.

subscription. The deal had added complexity vate-equity offerings in the market. The This year, the team represented The

as the investment was considered a connected breadth of its Asia coverage is unparalleled; Carlyle Group in connection with the now-

transaction between the two entities under the covering all stages of private-equity activity unsuccessful share swap transaction between

Listing Rules and possible future dilution of including fund establishment, stake purchas- kBro and Taiwan Mobile. Under the terms of

shareholders’ interests in the event TPG does es, disposals and exits, the firm offers special- the transaction, Carlyle Asia Partners II were

not match Warburg Pincus’ commitment of ist teams focused on India, Korea, Taiwan and to exchange its existing holdings in kBro for a

funds. The successful transaction was struc- Indonesia. Complete full service offerings 15.5% stake in Taiwan Mobile and become

tured such that TPG could match commit- means that Linklaters played counsel roles on the second largest shareholder in company.

ments any time within the next 12 months. more deals in the region than any other firm. The transaction is valued at $1.8 billion and

In addition, its track record in public-to-pri- would have created the largest pay TV opera-

Leading lawyers vate deals in Hong Kong is unrivalled, having tor in Taiwan, although the deal ultimately

Robert Ashworth local law capability not found in its competi- did not gain regulatory approval.

Teresa Ko tors. Featuring on one deal as counsel to

Morgan Stanley Private Equity Asia and its



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subsidiary China Pharma, the team advised Skadden Arps Slate Meagher & Baker & McKenzie draws from its exper-

on a S$458 million ($318 million) offer to Flom tise in Hong Kong-China M&A and in-depth

acquire Sihuan Pharmaceutical Holdings With one of the leading public M&A prac- knowledge of Chinese laws and practices

Group, a Singapore-listed company, through tices in town, and the ability to advise clients under the guidance of star partners Cheung

its operating subsidiaries in China. This was a on the most complex topics in Hong Kong, Yuk Tong and Dorothea Koo.

private-equity sponsored public-to-private English and US law, it is not difficult to fath- “He knows the law and market standard in

buyout using an innovative structure - a gen- om how the Skadden corporate team’s capa- Hong Kong very well, and as a result, he is

eral offer for shares followed by compulsory bilities successfully translate over into the pri- able to say what is not reasonable and what to

acquisition of minority shares or merger vate-equity market. The core responsibilities ask for that is credible for the sell side,” says a

between the acquirer and target, rather than fall on the shoulders of one partner, corporate private-equity client of Cheung. “He is a very

the typical privatisation and delisting propos- heavyweight and private-equity specialist commercial and polite negotiator who is able

al to be voted on by shareholders of the target. Nicholas Norris, who plays a fundamental to function against a challenging character on

role in every single transaction. the other side.”

Leading lawyers Landmark deals include Skadden’s repre- Partners Jason Ng and Tracy Wut also take

Jeanette Chan sentation of Carlyle Asia Pacific Buy-Out the limelight this year as Ng was involved in

John ‘Jack’ Lange Fund II in the sale of a 49% stake in several fund raisings this year, most notably

Yangzhou Chengde Steel Tube to Precision the closing of a $250 million private-equity

Castparts. This deal was completed in January real-estate fund.

Simpson Thacher & Bartlett 2010 and was the second-largest ever private Elsewhere, Cheung and Wut advised EQT

Of all the private-equity law firms in Hong equity exit deal in China. Greater China II on the acquisition of a co-

Kong, none truly have the revered reputation The team also advised Bain Capital in its controlling stake in Japan Home Centre.

attached to its name than Simpson Thacher & approximately $432 million investment in Meanwhile, Koo acted for China Investment

Bartlett. From the firm’s traditional roots and Gome Electrical Appliances. The proposed Corporation on its $300 million private-equi-

strong relationship with mega-buyout funds investment took the form of a subscription by ty investment in Nobel Holdings Investment,

such as Blackstone and KKR in the United Bain Capital of Rmb1.6 billion ($233 mil- a Russian oil group.

States, the Hong Kong practice is on solid lion) convertible bonds, and an additional Leading lawyers: Dorothea Koo, Jason Ng,

footing, guided now under the leadership of $199 million open offer launched by Gome, Cheung Yuk Tong and Tracy Wut

rising star partner Kathryn King Sudol. She which was fully underwritten by Bain Capital. Hogan Lovells’ Tim Fletcher, regarded as a

recently took the reins from former M&A Skadden has an added advantage for being leading individual by clients and peers, has

head and private-equity specialist Patrick instructed on deals referred through financial continued to advise on a range of private equi-

Naughton, who headed back to New York in institutions because of the firm’s close ties ty transactions that includes acting for GEM

the spring. with the sector in capital markets and M&A. Investment Advisors and GEM Global Yield

The healthy development of private equity In one notable example, Skadden recently Fund on a series of share acquisitions and

in Asia and the firm’s influential position in represented Credit Suisse as independent equity line of credit facilities transactions with

the market means that a great deal of Simpson financial advisor to the Hong Kong-listed listed companies in Hong Kong, Malaysia,

Thacher’s resources is tailored towards private Lenovo Group in its $260 million acquisition Indonesia, Singapore, Thailand, Bangladesh

equity, with Phil Culhane from the invest- of Lenovo Mobile Communication and the Philippines.

ment funds practice and Sinead O’Shea from Technology from a group of private equity Martin Currie Investment Management

the banking practice providing support for investors. remains an active client for the firm with

most of the breakthrough transactions the investments in Hong Kong and China, while

team is involved in. The end result is a fully- Leading lawyers Threadneedle Asset Management and

integrated, private-equity focused outfit Nicholas Norris Government of Singapore Investment

designed for sophisticated clientele. Corporation Special Investments are also on

Several highlights from the Simpson team the client list.

this year include the representation of KKR Other ranked firms In addition, Fletcher has advised on the

on its $1.8 billion acquisition of Oriental Allen & Overy has a team of M&A special- establishment of offshore private-equity funds

Brewery, the largest LBO to date in Asia- ists, comprising star partners Jeremy Hunt, managed by a private-equity fund house sup-

Pacific by a private-equity firm; the represen- Linda Lee, William McAuliffe and Mark ported by funds from China.

tation of Silver Lake in connection to its Roppel, that handles complex cross-border Corporate leading partner Jamie Barr is

12.7% minority investment in the Nasdaq- private equity transactions across a broad also acting for International Finance

listed Spreadtrum Communications; and the range of industries. Corporation on numerous complex invest-

representation of Primus Financial Holdings In particular, the team advised a private- ments in Hong Kong, China and India.

in the $2.15 billion acquisition of Nan Shan equity house in connection with an equity Kirkland & Ellis has one of the most

Life Insurance Company; one of the largest investment in a technology business based in promising outlooks in private equity among

transactions to date by a foreign company in China, the acquisition of a BVI company the stacks of US firms that entered the Greater

Taiwan’s financial sector. holding Hong Kong real-estate assets via a China market in the last few years. With key

joint venture, and a fund on its investment in clients including mega-buyout fund Bain

Leading lawyers a Hong Kong company in connection with Capital, Advantage Partners and Oaktree

Kathryn King Sudol the acquisition of another Chinese company. Capital Management, the firm works with

John Doe “The characteristics of Allen & Overy, in more than 50 private equity and asset man-

my opinion, are professional, quick and exact agement firms in the region.

in responding, and open and flexible,” says One reason for client retention is the expe-

one client. rienced and relevant advice that star partner



2011 EDITION www.iflr1000.com

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and rainmaker David Patrick Eich offers on dates from mega-buyout funds such as posed acquisition of H-shares in Wumart

complex buyouts under novel situations. Avenue Capital, Bain Capital, DE Shaw, Stores by TPG Asia V. The acquisition will

“David has been an excellent counsel on many Goldman Sachs and TPG, among others. give TPG Capital a 6.17% interest in Wumart

deals,” says a large private equity client. “He “We use them a lot because they’re US for a consideration of HK$930 million ($120

has a very balanced approach, is very com- guys with Asian experience,” says an invest- million).

mercially savvy and will run through walls to ment banker. “Some of the partners have the Other key highlights include representing

meet the client’s needs.” language skills necessary to read and write.” GS Capital Partners VI Fund’s investment in

Clients also praise Jesse Sheley, described Private equity specialists Alison Bomberg Geely Automobile Holdings, GE Capital

as “really their best lawyer in Asia”. and Scott Jalowayski are active in this space, Equity Investments’ investment in Sany

In one of Kirkland’s landmark deals of the especially on financing transactions and lever- Heavy Equipment International Holdings,

year, the firm represented Bain Capital regard- aged buyouts. “Scott’s a very calm and and China Environment Fund III’s invest-

ing its investment in Gome Electrical methodical, thoughtful sort of person,” says ment in Neo-Neon Holdings.

Appliances convertible bonds, representing an in-house counsel. “That kind of karma is Leading lawyers: Neil Hyman

10% of the enlarged issued equity capital of helpful, almost having that quietness amongst Weil Gotshal & Manges has positioned

Gome, for a consideration of $233 million. people that can bring the room temperature itself as one of only a handful of US law firms

The transaction is one of the largest private down and find a solution rather than every- with full Hong Kong capability. The firm

equity deals in China to date. body chucking their toys at each other.” recently welcomed Henry Ong and Jasson

Leading lawyers: David Patrick Eich and Jesse Leading lawyers: Alison Bomberg and Scott Han from Simmons & Simmons, two senior

Sheley Jalowayski Hong Kong corporate partners with extensive

Latham & Watkins has gained a signifi- Shearman & Sterling is popular among experience in M&A and securities offerings.

cant private equity following stemming from clients for their work in China and India, The addition is particularly relevant for

a client base of private-equity funds and especially for the much sought-after expertise private-equity fund as the integrated team can

investment banks that instruct the Hong of Gregory Puff and Paul Strecker. now provide clients a one-stop shop for a

Kong corporate partners for their expertise on Puff has excellent relationships with a range of investment options in Hong Kong.

transactions in China. number of private equity firms and sovereign For example, Ong previously advised WL

The highly-regarded vice-chair of the funds, counting Temasek, Goldman Sachs Ross on its investment in China Longyuan

firm’s global Corporate Department, David PIA, Mt Kellett Capital and DE Shaw among Power Group as an IPO cornerstone investor

Zhang, has worked closely with up and com- the funds that he works with. He recently on a highly compressed timetable.

ing senior associate Tim Gardner on private- advised a consortium of investors on a pre- Currently, the team is representing a pri-

equity deals such as the HK$26.3 billion IPO investment in China and a major fund vate-equity sponsor on a significant acquisi-

($3.4 billion) sale of Chinese renewable ener- on an investment in Korea. tion of a Hong Kong-listed company. As

gy company Jiangsu Zhongneng Polysilicon Strecker is well-regarded for his work with international counsel, head of practice Peter

Technology Development to GCL-Poly a range of clients including Citi Venture Feist advised Providence Equity Partners in

Energy, one of the largest China M&A deals Capital International, The Longreach Group the merger of eTelecare Global Solutions, a

in 2009. The team worked with Milestone and IFC Cap Fund. Strecker also has an excel- Providence portfolio company, and Stream

Capital on the transaction. lent relationship with Bain Capital, which he Global Services in a stock-for-stock exchange.

Leading lawyers: David Zhang advised on its proposed acquisition of a stake The transaction was complex as both compa-

O’Melveny & Myers’ Douglas Freeman in CICC. nies involved were portfolio companies of key

heads the M&A and private-equity practice However, Shearman & Sterling did not private equity firms.

after the departure of Hong Kong partners rest on its laurels, adding Colin Law and Peter Leading lawyers: Henry Ong

Colin Law and Peter Chen. Freeman splits his Chen to the partnership for an integrated DLA Piper’s strength in private-equity

time between the firm’s New York and Hong Hong Kong law capability suited for funds feeds from its market-leading position as the

Kong office. seeking an exit strategy in town. go-to firm for venture capital in China.

In a recent representation, he acted for “Colin law is very thoughtful and meticu- Although partly based in Beijing, head of

FountainVest Partners, Sequoia Capital lous,” says a client. “He is very sensitive to the practice Rocky Lee is regionally regarded as

China, and Citic Capital Holdings in the complex interconnectedness in private-equity one of the leading practitioners in his field.

financing of a management-led $180 million relationships and is very professional.” Back in Hong Kong, Ester Leung repre-

investment in Sina Corporation. A portion of Leading lawyers: Colin Law, Gregory Puff and sented the HKSE-listed Peak Sport Products

the Sina subscription was financed through a Paul Strecker in its third round of investment by private

margin loan from a third party bank. The Slaughter and May’s partners are each equity investors, a consortium led by Sequoia

transaction required complex and novel struc- multi-specialists in their own right, making Capital China, CCB International Asset

turing and other arrangements in order to bal- the firm an excellent choice for highly-com- Management and Lenovo, in a deal worth $60

ance the interests of Sina management, pri- plex private-equity transactions that cross million.

vate-equity investors and the third party multiple practice areas. As a direct conse- Leading lawyers: Rocky Lee and Esther Leung

financing bank. quence, Slaughter and May is one of the mar- Fried Frank Harris Shriver & Jacobson’s

“They have very good technical knowledge ket leaders in Pipe (private investment in pub- Andrew Colosimo leads the well-respected

and did a good job at overcoming hurdles,” lic equity) transactions due to its full service private-equity team on several interesting

says a client. “Their deal structuring part is offerings. transactions this year. Most notable is the

very good and they have the best general The practice is spearheaded by leading team’s counsel to private-equity funds man-

knowledge of every aspect of the deal.” lawyer Neil Hyman, although Benita Yu and aged by Morgan Stanley Real Estate in con-

Leading lawyers: Douglas Freeman Lisa Chung are also regularly involved in nection with the disposal of an interest in

Ropes & Gray continues to gain ground working with private-equity funds. Hyman Wuhan Shimao Splendid River Real Estate

in Hong Kong with many impressive man- advised TPG Capital in relation to the pro- Development, among other transactions.



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Colosimo also acted for AEA Investors in a lion senior financing for the $1.8 billion lever- Investment funds

consortium of investors on its acquisition of a aged buyout of Oriental Brewery by Affinity

majority interest in Northern China German Equity Partners and KKR last year. The deal, Recommended firms

Auto Company. Fried Frank continues to act spearheaded by leverage finance specialist Tier 1

for a longstanding and established list of pri- Brett King and partner Patricia Openshaw, Clifford Chance

vate-equity clients, including CIC and won Private Equity Deal of the Year at IFLR Deacons

Goldman Sachs Capital Partners, on a num- magazine’s 2010 Asia Awards. Debevoise & Plimpton

ber of undisclosed transactions. A team led by Raymond Li also acted for Sidley Austin

Leading lawyers: Andrew Colosimo International Far Eastern Leasing, a subsidiary Simpson Thacher & Bartlett

Morrison & Foerster has closed more than of Sinochem, in a $160 million investment

$5.5 billion in private equity transactions from a consortium of investors including Tier 2

since 2005 and its current list of private-equi- KKR, GIC and CICC. Kirkland & Ellis

ty clients include the well-known Warburg “They are fantastic-some of the best Linklaters

Pincus and Carlyle - testament to the firm’s experts in the market,” says a client. “They are

commitment in this practice area. very proactive and the type of lawyers who Tier 3

Key M&A practitioner Thomas Chou drives the process rather than just take Allen & Overy

brings a wealth of experience to the team, hav- instructions.” Ashurst

ing represented global private-equity funds Leading lawyers: Brett King, Patricia DLA Piper

and venture-capital investors in numerous Openshaw and Raymond Li Mallesons Stephen Jaques

types of transactional matters. Proskauer Rose has sizable volume in act- O’Melveny & Myers

One of his most recent mandates involved ing for mid-sized private-equity arms and Orrick Herrington & Sutcliffe

acting for Carlyle and another top tier private investment management firms. Hong Kong- Shearman & Sterling

equity investor in connection with the acqui- focused deals have the added benefit of James Simmons & Simmons

sition of $29.6 million secured convertible Chapman as counsel, who practices Hong Slaughter and May

notes issued by iTour International Holdings. Kong law at Chapman & Co in association Timothy Loh Solicitors

“Overall, we feel Morrison & Foerster is a with Proskauer Rose. Weil Gotshal & Manges

full-service firm that could meet the needs of Chapman represented an interested party

clients in many aspects, from early stage ven- in the sale and purchase of shares in a hedge A key market trend for this practice area is

ture capital investment, to growth stage pri- fund, and also advised a large US-based that capital has started to return to the alter-

vate equity investment, to IPOs in Hong investment management firm on its new Asia- native fund industry. “Although the Asian

Kong and US,” says a private-equity client. focused fund. hedge fund industry had lost between 20-

“The quality of service is no doubt among the As a showcase of the firm’s global abilities, 25% of its funds in the last two years, the

top of full service firms.” corporate partner Ying Li represented industry is now starting to return to original

Leading lawyers: Thomas Chou Votorantim Novos Negócios in a $390 mil- pre-financial crisis levels with new start-ups in

Orrick Herrington & Sutcliffe expanded lion agreement to sell an iron ore mining, Hong Kong ramping up, including ETFs

the breadth and depth of its regional practice pipeline and port project in the State of Minas [exchange-traded funds],” says a practitioner.

with several partners joining the firm in the Gerais, Brazil, to China-based Honbridge However, investors in hedge funds are

Greater China region. Private equity specialist Holdings. demanding greater transparency and liquidity

Maurice Hoo recently joined the Hong Kong “Proskauer has a very experienced team of in the wake of the financial crisis. Funds that

team as co-head of the practice, having previ- counsels and is able to provide the clients with have a clear entry and exit investment policy

ously led the China private equity practice at different types of consultancy in different are expected to raise more capital than those

Paul Hastings. M&A practitioners Edwin Luk jurisdictions,” notes a corporate client. with illiquid underlying assets. One addition-

and David Cho regularly feature on several Leading lawyers: James Chapman and Ying Li al concern relates to the European Union’s

significant transactions as well. Sullivan & Cromwell is typically known proposed Alternative Investment Fund

In January 2010, the team advised One for its capital markets capabilities, but this Managers Directive, which threatens to tight-

Equity Partners, the global private-equity year the firm secured an enviable deal sheet, en Asia-based funds’ access to European

investment arm of JPMorgan Chase, on a largely due to the market’s recognition of investors for funds without comprehensive

$69.6 million purchase by its wholly-owned Michael DeSombre’s strong knowledge of pri- investor guidelines as set under the Directive.

subsidiary, OEP CHME Holdings, of a con- vate equity. Another trend relates to the balance of

trolling stake in China Medicine After dipping its toe in one of the largest power between investors and managers. After

Corporation. The deal was One Equity leveraged buyouts since the dawn of the finan- the financial crisis, the control over funds has

Partners’ first investment into the Greater cial crisis as counsel to corporate giant been in favour of limited partners (LPs) in

China region. Anheuser-Busch InBev, DeSombre was alternative asset classes, such as private equity.

Hoo acted on several other key matters as instructed by Goldman Sachs as financial LPs are now conducting due diligence with

well, which includes representing Warburg advisor to LG Household & Health Care in greater rigour and negotiating fund terms

Pincus in its investment in a Chinese internet its $364 million acquisition of The Face Shop more aggressively. Private-equity investors are

platform and Olympus Capital in its $47.5 Korea from Affinity Equity Partners and Jung now also increasingly willing and able to dic-

million investment in Zhaoheng Woon-ho, the chairman of The Face Shop. tate terms.

Hydropower. Leading lawyers: Michael DeSombre There is also widespread interest in

Leading lawyers: Maurice Hoo Chinese-law governed, renminbi-denominat-

Paul Hastings Janofsky & Walker was ed funds formed as limited partnerships.

instrumental in advising the mandated lead However, “there are a number of structural

arrangers and lead managers on the $850 mil- issues, such as licensing, change of control,



2011 EDITION www.iflr1000.com

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and conduct of business, that remain to be Trusts, although the firm has a particularly “Although he’s very quick to respond to

resolved,” notes a commentator. strong record with authorised retail funds and our counterparts and quick to close transac-

Although there is a significant push hedge funds. tions, it’s all well thought through and he tries

towards onshore renminbi funds, it remains to Led by veteran funds practitioner Rory to meet everyone’s aims - all the parties

be seen whether Chinese law, under the new Gallaher, who has more than 19 years of expe- involved in the transaction,” says a client of

Partnership Enterprise Law, can fully accom- rience in Hong Kong alone, the team consists Ostrognai. “He innovates but he’s very down

modate the legal structure of private-equity of seven partners and one consultant. Few to earth and he’s not one to get tied up in the-

funds that more closely match international other firms in town can truly attest the senior oretical things.”

offshore fund norms. talent or breadth of service that Deacons Additionally, Debevoise advised one of the

brings to the market in areas the firm spe- most prominent foreign sponsors in two high-

cialises in. profile, renminbi-denominated fundraisings,

Clifford Chance Deacons holds a market-leading position and is currently acting for three fund man-

Often revered as a mainstay in fund formation in the authorised retail funds market. The agers in establishing what are likely to be some

from its traditional strength as one of the lead- firm continues to act for the lion’s share of of the most important funds in the region in

ing private-equity outfits among its magic cir- international fund managers and asset man- the coming years.

cle peers, Clifford Chance finds itself in a agement groups, including Aberdeen Asset

unique position with the growing opportuni- Management, BNP Paribas, HSBC and Leading lawyers

ties in advising hedge funds and asset man- Société Générale, and also for providers of Andrew Ostrognai

agers on both the qualified foreign institu- structured funds such as Barclays Capital,

tional investor (QFII) and qualified domestic Deutsche Bank, Macquarie and JPMorgan.

institutional investor (QDII) regimes. In terms of hedge funds, Deacons has Sidley Austin

Leading practitioner Mark Shipman, often advised more than 100 managers of start-ups “They are at the top end of the scale,” says an

supported by his newly-promoted Beijing funds throughout Asia and continues to act offshore practitioner. “When someone

counterpart Yan TieCheng, heads the practice for Asia’s largest hedge fund players such as instructs Sidley Austin for [what they think is]

and draws considerable experience from his Sparx Group, Artradis Fund Management, something new, or some new structure, then

dual-role as a financial regulatory specialist. Fullerton, Value Partners, Income Partners, they will receive top-quality advice because

“Mark Shipman responds to questions and Lloyd George, Pinpoint and Sail Advisers. As Sidley Austin would have already known or

issues with depth, due to his long years of a result, Deacons has developed close relation- seen the structure before.”

experience in this business,” says a hedge fund ships with prime brokers and hedge fund Sidley Austin has one of the most estab-

client. “We regard them [Clifford Chance] administrators. lished alternative funds platforms in Hong

very highly because they come up with the Kong, representing a wide range of funds such

right answers and solutions.” Leading lawyers as hedge funds, private equity and venture

In the last 12 months, the team has Rory Gallaher capital funds, and real estate and infrastruc-

advised QFII/QDII overseas investment man- ture funds. The practice is helped in no small

agers on brokerage agreements, global and part by the firm’s global reputation in repre-

sub-custody agreements, as well as various senting mutual funds and the recent addition

other investment-related agreements involved Debevoise & Plimpton of Alan Linning as the resident financial ser-

in overseas investment process. Clients “The quality of their advice and the chemistry vice regulatory specialist.

include American Century Investments, between our teams is first-rate,” says a fund Linning brings a wealth of contentious and

AllianceBernstein, Fidelity, Goldman Sachs manager. “Their work ethic is incredible and non-contentious fund management regulato-

Asset Management International and ING they are a pleasure to work with, even during ry experience to the team, both from his pre-

Asset Management, among others. stressful times on difficult issues.” vious roles as in-house compliance at

In private-equity funds, Shipman acted for Always on the minds of its competitors JPMorgan Chase and at the SFC, which truly

Prax Capital on the establishment of its and award presenters, Debevoise is admired defines Sidley Austin’s standing as a premier

Rmb1.5 billion ($211 million) fund. by peers and clients as the foremost market one-stop shop.

Although the deal size is not the most impres- leader in private-equity fund formation. As The core of the team consists of leading

sive of funds, the transaction was quite note- one of the most well-known private-equity investment funds practitioners Effie

worthy as Prax Capital became one of the first names in the US and as an early market Vasilopoulos and Scott Peterman. As head of

foreign firms to set up an onshore private- entrant in Hong Kong ahead of the influx of the practice, Vasilopoulos is involved in the

equity fund. The fund is managed out of private equity-focused law firms, Debevoise establishment of several of the largest funds in

Shanghai. represents a wide range of Asia-focused, for- Hong Kong, including acting for ING Real

eign sponsors in their fund formation activi- Estate in the development of the $750 million

Leading lawyers ties, including AIF Capital, Baring Private ING Real Estate China Opportunity Fund II,

Mark Shipman Equity, The Carlyle Group, Credit Suisse and as well as the much publicised set-up of Soros

Deutsche Bank. Fund Management’s first office in Asia.

This year, under the leadership of pre-emi- “They are very solutions-orientated,” says

Deacons nent practitioner Andrew Ostrognai, a hedge fund client. “In situations where deals

Deacons has the largest public funds depart- Debevoise represented CDH Investments, cannot move forward, Sidley is very willing to

ment and one of the most prestigious history Navis Capital Partners and Saif Partners in explore new ways and new documentations.”

in this sector in Hong Kong. Its expertise significant fundraising efforts, all of which Another client says of Vasilopoulos: “She’s

spans across the entire spectrum of investment ranked among the largest in committed capi- very good, communicative, thoughtful and

funds, including private-equity funds and tal in Asia. creative, but most startling is that she regular-

Mandatory Provident Fund (MPF) Master ly stays up until four or five in the morning,



www.iflr1000.com 2011 EDITION

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without a sense that anything is important tionship with several of the largest industry funds outside of China to achieve a successful

apart from the deal.” players in the region. closing.

Additional highlights include Scott Kirkland & Ellis structured numerous Of Edward Smith, one client says: “When

Peterman advising CIC on investment man- high-profile funds, including pan-Asian and asked to insert mark-ups following negotia-

agement mandates with equity and fixed country-specific funds, for global and indige- tion with potential invstors, he will always

income asset managers, and the development nous sponsors in Asia. The team has also been point out ramifications of these changes to

of ex-Goldman Sachs trader Davide Erro’s advising several global sponsors in relation to ensure the commercial team fully appreciates

Turiya Fund in connection with its offer of up renminbi funds and represents key institu- what they might have agreed to during

to $2.5 billion of hedge fund securities. tional investors across Asia in their private investor negotiations.”

“Peterman’s breadth of knowledge and investment fund activities, including sover- Although the focus continue to be on the

experience is impressive and he brings these eign wealth funds and state-owned enterpris- establishment of offshore funds, a growing

assets to bear upon the clients’ needs,” says a es. A sample of the firm’s clients includes CVC part of the firm’s practice is now devoted on

leading hedge fund. Capital Partners, Ironbridge Capital, Limetree the establishment of renminbi-denominated

Capital Partners and MKW Capital Partners. funds in China sponsored by international

Leading lawyers More recently, the team advised GL financial institutions. These mandates are

Scott Peterman Capital Management on its GL China highly complex and Linklaters is able to offer

Effie Vasilopoulos Opportunities Fund, led by top partners the combination of fund formation and

Justin Dolling and Albert Cho. The fund, China regulatory expertise that is necessary

with more than $1 billion in commitments, is effectively to execute them.

Simpson Thacher & Bartlett among several similar-sized funds that the In addition to advising sponsors, the team

Simpson Thacher remains a household name firm is working on for global private-equity also advises a number of clients, including

within the fund formation practice due to the sponsors. several sovereign wealth funds, on their invest-

standing of Philip Culhane, one of the most Around the region, Kirkland & Ellis is also ments in private funds.

recognised private-equity lawyers in Hong acting for an Australian sponsor regarding an

Kong. The firm lends its strength from its top- $A800 million ($706 million) domestic pri- Leading lawyers

tier downstream private-equity practice, pro- vate equity buyout fund and representing Edward Smith

viding private-equity fund managers a full CIC regarding numerous outbound invest- Betty Yap

gamut of services from fund raising to divest- ments.

ment. Of Cho, one in-house counsel notes: “His

However, lesser known but equally impor- ability to keep things going with many sec- Other ranked firms

tant is Culhane’s work in other private invest- ondary transactions is impressive.” Allen & Overy benefited from the addition of

ment structures, such as special situations and Alan Ewins to the corporate team last year.

distressed debt funds, as well as venture capi- Leading lawyers Although originally relocated to Hong Kong

tal funds and hybrid funds. Albert Cho to jumpstart the regulatory practice, Ewins

A snapshot of Culhane’s recent highlights Justin Dolling brought with him his experience on a wide

include advising on a $2 billion Japan-focused range of non-contentious, fund-specific regu-

buy-out fund served by Advantage Partners, latory matters. His experiences include advis-

the largest of its kind at the date of closing, Linklaters ing numerous financial institutions on the

and representing FountainVest Partners on a “The Linklaters brand in this area of the law establishment and operation of funds, and on

$1 billion China-focused growth capital fund, is extremely dependable, knowledgeable and a wide range of product, risk management

the first fund to include both a US dollar and experienced,” says an investment banker. and compliance issues.

a synthetic offshore renminbi-denominated “Other firms are starting to establish track “There are quite a few knowledgeable

parallel tranche. records in this area, but for funds investing in lawyers there for Japanese funds investors,”

Additional representations that exhibit the Asia Pacific region targeting institutional says an asset management client. “Since they

Simpson Thacher’s involvement in special capital that is largely European or Middle have a range of legal advisors in quite a few

focus funds include acting for a $1.25 billion Eastern, Linklaters have a demonstrated track jurisdictions, we do not need to hire different

onshore Chinese TMT, consumer products record and can provide the best service and law firms even if our fund is sold not only in

and renewable energy industry fund and a $1 documentation that investors are familiar Japan but other countries.”

billion Hong Kong capital investment vehicle with and which suit fund managers.” This year, Ewin’s highlights were the com-

with a mandate to invest in financial services Linklaters welcomed fund formation spe- plex reorganisation work in relation to a shari-

industry. cialist Edward Smith in July 2009 from its ah-compliant Chinese real-estate fund and

London office’s investment management advising on the establishment of a close-end

Leading lawyers group. Smith now leads the regional invest- capital protection private fund investing pri-

Philip Culhane ment management platform, with particular marily in foreign exchange contracts instru-

expertise on private equity fund formation, ments and currencies.

while supported by Betty Yap in the RMB Leading lawyers: Alan Ewins

Kirkland & Ellis funds space. Ashurst in association with Jackson Woo

“They are very dedicated, hardworking and Linklaters this year advised UBS Global & Associates’ Dean Moroz joined the firm

diligent,” says one client. Among the rising Asset Management and Gemdale Corporation this year as counsel from an in-house role at a

stars in the private-equity fund formation on the establishment and initial closing of the Vision Investment Capital. Moroz continues

space, Kirkland & Ellis continues to gain con- UBS/Gemdale China Real Estate Fund. The to advise Vision Investment Capital on a

siderable momentum backed by its close rela- fund is one of the relatively small number of number of funds-related matters, most

notably the formation of two fund structures



2011 EDITION www.iflr1000.com

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including master funds, fund managers and O’Melveny & Myers’ fund formation launched by Citigroup First Investment

feeder fund vehicles to engage on commodi- practice does not have partners on the ground Management, and Da Cheng SPC - Greater

ties arbitrage and long/short positions in in Hong Kong, but partners Dean Collins and China Segregated Portfolio, the first offshore

Greater China. Lawrence Sussman have acted for clients, privately-placed funds launched by Da

“I really appreciate [Moroz’s] excellent including China Investment Corporation and Cheng.

legal skills and believe he is one of the best Warburg Pincus, through its Singapore and Hayden also held significant discussions

legal talent in this area,” says an in-house Beijing offices. with the SFC on the initial delay of six DB X-

counsel. “I think he is the right guy you Orrick Herrington & Sutcliffe has long- trackers ETFs for Deutsche Bank following

should go to if you want to set up an offshore standing relationships with many of its clients Lehman’s collapse, and was successful in list-

fund investing into China.” in this practice. For example, Orrick has ing them in mid-2009.

With his extensive experience on the estab- advised HSBC Private Equity since 1995 in Leading lawyers: Rolfe Hayden

lishment of open-and closed-ended funds, connection with the establishment and ongo- Slaughter and May has an established rep-

Moroz was able to incorporate in one of the ing activities the funds with aggregate capital utation on acting for a full range of funds,

funds a number of market leading provisions commitments of over $1.5 billion. This year, from retail funds to private-equity funds. In

intended to address investor concerns about Orrick advised HSBC on the establishment of particular, the firm has an outstanding real-

liquidity and transparency in the wake of the its $230 million HSBC Asian Ventures Fund estate private-equity fund practice, building

financial crisis. 3. on the expertise of the firm’s leading property

“I have worked with other firms whom I Sook Young Yeu, who leads the investment group.

will not mention, but Ashurst was clearly funds practice at Orrick and advises on virtu- Among other transactions, key partners

superior,” says a prominent hedge fund man- ally all types of funds, continues to build a Jason Webber and Peter Lake acted for

ager. loyal client base, which includes Vision Fidelity China Special Situations, a new

Leading lawyers: Dean Moroz Investment Management Asia, Overlook investment trust, in relation to its £460 mil-

DLA Piper’s fund formation platform has Investments, 3A Asia and Vegasoul lion ($693 million) admission to listing on

seen a substantial increase in instructions Investment Capital Management, and looks the Official List of the UK Listing Authority

regarding hedge funds over the past year. to be more involved in advising on the forma- by way of offer for subscription and placing.

Partner Luke Gannon’s expertise of structur- tion of renminbi-denominated, China-based The investment manager is to be FIL

ing and establishing asset management busi- funds with offshore components. Investment Management (Hong Kong).

ness, along with his strong relationship with “We have worked with Orrick for many Other highlights include advising a

fund managers, banks and investment houses, years,” says a loyal client. “Their responsive- European hedge fund group on the establish-

mean that clients return to him for work on ness and ability to provide solutions distin- ment of a futures fund and advising an Asian

funds with capitalisation ranging from $50 guishes the firm.” alternative investment manager on the estab-

million to $500 million. Leading lawyers: Sook Young Yeu lishment of a multi-strategy fund.

For example, Gannon represented Chater Shearman & Sterling’s investment funds Leading lawyers: Peter Lake and Jason Webber

Capital Advisers on the $30 million establish- platform has been boosted with the perma- Timothy Loh Solicitors has acted for a

ment of a new hedge fund and SFC license, nent relocation of highly experienced asset number of funds over this past year, including

including the preparation, drafting and nego- management specialist Lorna Xin Chen to Timothy Loh’s representation of an asset man-

tiating all fund documents. Hong Kong. The counsel will head the prac- ager, with $700 million assets under manage-

Leading lawyers: Luke Gannon tice in Asia, with the added advantage that she ment, in the launch of a new China-based,

Mallesons Stephen Jaques leverages on the is one of the few fluent Mandarin-speaking industry-focused private-equity fund with an

expertise of key partner Hayden Flinn in funds lawyer in town, and acts on all types of atypical multi-round fund raising facility and

infrastructure, telecommunication and prop- upstream work involving hedge fund estab- performance incentive structure.

erty funds, including Reits, to fortify the lishment and private equity fund formation. Loh also advised on the formation of a

firm’s fund formation platform. Although the list of clients Sherman & new credit derivative hedge-fund with com-

Once the economy picked up late last year, Sterling works for remains confidential, the plex tax issues involved. Additionally, Loh

Mallesons was able to quickly secure man- firm represents recognised international finan- specialises in special situations transactions.

dates from real-estate companies and invest- cial institutions, sovereign wealth funds and “What struck me was that he listened to

ment funds. Representative of the types of multilaterals. our concerns,” says a fund manager. “The ser-

work Mallesons is involved in, the firm acted Leading lawyers: Lorna Xin Chen vice is really worth it - it’s more analysis and

as advisor to Invista on the successful first Simmons & Simmons is a mainstay in explanatory driven rather than just documen-

closing of its Big Orange Self Storage (BOSS) hedge fund start-ups and exchange-traded tation and drafting.”

fund, one of the first new regional property fund (ETF) formation. Since April 2009, the Leading lawyers: Timothy Loh

funds established since the economic down- firm has achieved ten SFC hedge-fund man- Weil Gotshal & Manges’ foray into an

turn. ager licences and has another seven currently investment funds practice in Hong Kong was

Macquarie also instructed Flinn on its in process. radically altered by John Fadely’s addition to

joint venture with China Everbright to estab- The Simmons & Simmons team has also the team in May 2010 from Clifford Chance.

lish an international and domestic infrastruc- acted for the manager and listed over 75% of Instead of operating out of Shanghai,

ture fund to invest in China, Hong Kong and all ETFs on the HKSE. The partner behind Fadely now leads an on-the-ground team in

Taiwan. this leading practice area is top practitioner Hong Kong for primarily private-equity fund

“They have a good culture with strong Rolfe Hayden, who acted on some of the most formation. In addition to the wealth of off-

team performances that are well-coordinat- interesting mandates under his particular area shore and renminbi fund structuring experi-

ed,” says a real-estate client. of expertise. For example, he acted on Citi ence he brings from his previous role at

Leading lawyers: Hayden Flinn Investment Trust (Bermuda) - China Storm Clifford Chance, Fadely continues to be

Riders Fund, the first SFC-authorised fund instructed by his loyal clients, including CIC,



www.iflr1000.com 2011 EDITION

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Temasek Holdings, Trustbridge Partners and more complex than before the financial crisis, Allen & Overy

Prax Capital. the essence and type of loans remain the same. Allen & Overy’s team once again boasts a

Matters include the formation of a $410 For project-finance practitioners in Asia, market-leading practice despite the general

million China-focused fund and the establish- the main battleground for limited recourse slowdown in the execution of projects as

ment of a Rmb2 billion ($295 million) fund, financing is in south east Asia. There has been sponsors and lenders act with greater caution.

the first foreign-sponsored private-equity fund considerable hype and interest in projects Following a year marked by the closing of

to be successfully registered in China. across the board, including energy and power several exciting projects in the conventional

“John had been our go-to lawyer and there projects in Indonesia and Philippines, oil and and renewable energy area, star partner Roger

is no question we would follow him to Weil gas projects in Thailand and Malaysia, and Lui continues to work with existing lenders

Gotshal after his move from Clifford infrastructure projects in Vietnam. on new phases of financing. Among the exam-

Chance,” one client says of Fadely. “He is a Although a wealth of activity exists in the ples is the Theun-Hinboun project, closed in

tireless worker, always available, knowledge- region, many key opportunities have exclu- October 2008, which saw Proparco, FMO

able on Hong Kong, US and Cayman law and sively benefitted domestic firms and banks and DEG join as US dollar lenders under a

practices, and always provides practical advice that are eager to the lead. Observers point out new foreign direct investment (FDI) invest-

designed to solve the issue or problem.” that local banks “share a similar cultural ment facility; and the new long-term financ-

Leading lawyers: John Fadely understanding and government initiatives” ing structure for Senoko, of which the original

with sponsors, thus are able to snatch up acquisition bridge financing also closed in

Project finance many of the multi-million dollar deals while 2008.

their foreign counterparts are busy shoring up Of Lui, one client says “he’s very respon-

Recommended firms their balance sheets. sive and approachable, but most importantly,

Tier 1 Where international law firms are required he understands the business of our clients.”

Allen & Overy to add value in transactions are in some of the In the firm’s most ambitious project this

Clifford Chance most complex financings involving cross bor- year, leading and managing partner Thomas

Herbert Smith der sponsors and contractors. In those attrac- Brown worked alongside his Singapore col-

Latham & Watkins tive cases, development banks, multilaterals leagues to advise the lenders, including

Linklaters and export credit agencies (ECA) also engage Calyon and Eksport Kredit Fonden (EKF) as

in active lending. Coming out of the crisis, guarantee provider on the financing of the Cai

Tier 2 ECAs played a bigger role in spaces where Mep International Terminal Project. The

Baker & McKenzie international commercial banks left an open- $201 million facility will be used to finance a

White & Case ing. ECAs no longer only provide pure cover container terminal in Cai Mep Thi Vai, with

for project finance transactions, but are will- the overall value of the deal at $269 million.

Tier 3 ing to bridge the entire liquidity gap. Innovative intercreditor arrangements were

Milbank Tweed Hadley & McCloy A popular tactic in this region involves involved as this deal was the first significant

Minter Ellison sponsors teaming up with Japanese and project financing in Vietnam since the onset

Orrick Herrington & Sutcliffe Chinese companies to access ECA-backed liq- of the financial crisis and was EKF’s first sig-

Paul Hastings Janofsky & Walker uidity. Additionally, multilaterals such as nificant investment into the country.

Shearman & Sterling International Finance Corporation and Asian The focus on the outbound activities of

Skadden Arps Slate Meagher & Flom Development Bank have been more active in Chinese contractors and banks are met with

their lending rather than their equity invest- heightened curiosity. The Allen & Overy

Tier 4 ments. team joined the action this year with its repre-

Ashurst One of the other main trends in the indus- sentation of Sithe Global as the majority equi-

Deacons try is the Chinese revolution and dominance ty investor on its investment in a greenfield

Freshfields Bruckhaus Deringer in the market. While originally exporting coal-fired power plant in the Philippines.

Mayer Brown JSM credit exclusively to Chinese sponsors abroad, Funding for the $1 billion project was secured

Norton Rose Chinese ECAs are beginning to finance pro- from China Development Bank and became

jects with all sorts of Chinese angles, includ- the first Chinese financed, non-Chinese spon-

“There are not a lot of actual project financ- ing projects where the Chinese elements are sored independent power producer (IPP) pro-

ings going on in Hong Kong,” says one prac- far removed from the actual project, as long as ject outside China.

titioner of a thought shared by many. Though the risk profile is right. China will be expect- “They have good regional knowledge of

this is true, some Hong Kong and Macau pro- ed to play a much greater role in projects in the law,” says a lender. “They would come up

jects such as the Guangzhou-Shenzhen-Hong addition to its already leading position as with ways in which to remove roadblocks.”

Kong Express Rail Link and Galaxy Macau engineering, procurement and construction

have caused the local scene to bustle with (EPC) contractors. Leading lawyers

activity. These multi-billion projects, pinned On a similar note, current Chinese EPC Thomas Brown

on the hopes of economic recovery, are the contractors are also keen to diversify their Roger Lui

primary focus of many local practitioners portfolios, and seek larger representation in

here. “These are the ones that are truly Hong projects, both in terms of equity stakes and

Kong projects,” says one lawyer. involvement in initial development and plan- Clifford Chance

However, loan terms to Hong Kong devel- ning stages. As Chinese contractors continue In the region, most notably in mainland

opers are typically straightforward, full to develop a greater number of high-profile China, Clifford Chance stands at the fore-

recourse credit, occasionally with a helping of projects at home, it is very likely their roles front of the market with its banking and pro-

high-yield bonds. Although the covenants and abroad will further expand in the near future. ject finance team frequently mandated as

structures of the loans may be stricter and



2011 EDITION www.iflr1000.com

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lawyers of choice for transactions involving In arguably the highest profile transaction structed next to the existing Paiton 7/8 project

international financial institutions. undertaken in the energy space this year, which Bevash previously advised on, will

In Hong Kong, however, the firm’s strate- Howell acted alongside banking specialist include two coal-fired units owned and oper-

gy in this area has been to divert resources and Alexander Aitken for China National ated by the same sponsors and operator,

outsource work to the more appropriate hubs, Offshore Oil Corporation (CNOOC) on its Ipmomi. A novel financing structure was

namely Beijing to cater to financiers and investment in BG Group’s Queensland Curtis undertaken, where sponsors separately

Singapore for proximity to the actual projects. liquefied natural gas (LNG) project. financed the existing Paiton 7/8 project and

This was evident in Geraint Hughes’ reloca- CNOOC’s subsequent purchase of LNG the new Paiton 3 project using the same spe-

tion to the Singapore office to take on the role from the project was the largest ever volume cial purpose entity.

of office managing partner in addition to his of LNG sold in a single contract, while the

existing roles as head of Clifford Chance’s Asia entire deal, spanning over 20 project agree- Leading lawyers

energy & infrastructure group. ments and valued up to $80 billion, was Joseph Bevash

That being said, project finance remained China’s largest ever export transaction with

plentiful for Clifford Chance in Hong Kong Australia.

by way of Macau. “Capable of managing the Aitken also displays his strength in this Linklaters

largest transactions” according to one client, practice by leading his team on a $232 million Coincidentally, in light of leading projects

practice head Huw Jenkins was instrumental project facility for the development of an practitioner John Maxwell’s departure from

in structuring the first bank/bond deal for the open-cut thermal coal mine and two coal- Hong Kong in early 2010, Stuart Salt returned

Asian gaming sector. Acting for both fired power plants by China Shenhua Energy to the Hong Kong office to commence his new

Deutsche Bank and Barclays Capital, the Company in South Sumatra. The deal was the appointment as Asia managing partner.

$600 million high-yield bond issuances and client’s first electricity generating project out- Formerly head of Asia Banking & Projects for

the subsequent application of bond proceeds side of China. three years, Salt revolutionised the outfit into

against Melco Crown Gaming’s existing $1.75 In an ongoing transaction, Aitken is also one of the most highly ranked in the region.

billion bank debt was executed within one advising ICICI Bank on a $350 million facili- “I’ve worked with a lot of [other] firms, but

month amidst enormous uncertainty in capi- ty agreement to Delhi International Airport Linklaters is my first pick,” says one client.

tal markets. for the construction of a new airport terminal, “Their key is that they do a lot of very good

Jenkins also acted for ICBC, Bank of which when completed will stand as one of the transactions.”

China, DBS Bank and HSBC as lenders on a world’s largest terminals. For example, banking specialist Trevor

HK$9 billion ($1.16 billion), six-year term Clark heads the project finance team into sev-

loan facility for Galaxy Entertainment Group. Leading lawyers eral high-profile transactions involving the

The financing was a fully underwritten club Alexander Aitken gaming and hospitality industry. In one

deal and was oversubscribed by existing Anna Howell notable highlight, Clark represented Baha Mar

banks. as borrower and BML Properties as investor in

“Their associates have very good technical a $3.5 billion casino resort project financing.

skills and are very pleasant to deal with,” notes Latham & Watkins China Exim signed the deal, marking the first

one client. A powerhouse of project finance, Joseph time a truly limited recourse project was whol-

Bevash’s team at Latham & Watkins has ly financed by Chinese lenders, as there were

Leading lawyers enjoyed what may well have been their most no sponsor guarantees, no ECA (Export

Geraint Hughes successful year yet with a remarkable deal Credit Agency) or multilateral agency support.

Huw Jenkins sheet. Latham’s expertise in deriving innova- Also active is David Irvine, who advised

tive solutions for both sponsor and lender Galaxy Entertainment Group in relation to the

clients continues to shine in highly sophisti- HK$8.8 billion ($1.13 billion) debt financing

Herbert Smith cated and complex transactions, with Bevash of the HK$14.1 billion project development

While competitors claim the firm has con- setting the precedent for similar deals that fol- and construction of Galaxy Macau. When

straints in its project finance offerings, low in some cases. completed, Galaxy Macau will be one of the

Herbert Smith more than makes up for its “Bevash is very good and very practical, but largest leisure complexes in Asia. The facility

limitations with its unparalleled expertise and he’s more of a banker’s than a borrower’s coun- was secured via a club loan with a consortium

reputation as one of the leading energy firms sel,” says one borrower. “He’s very easy to deal of leading Asian banks comprising of ICBC,

in the world. Prestigious panel appointments with, because he always telepaths his answers Bank of China, DBS Bank, Hang Seng Bank,

include energy powerhouses such as China over to me and won’t bang his head against the HSBC, Banco Nacional Ultramarino and

Light & Power, Sinopec, Huaneng, COSL wall.” Guangdong Development Bank.

and China Minmetals. Since the beginning of 2009, Bevash’s

Typically recognised for its ability to advise transactional experience includes a lead role on Leading lawyers

on groundbreaking and complex transactions, the Senoko Power Project refinancing, which Trevor Clark

the combined Hong Kong and China team at involved debt financing comprising a S$2.2 David Irvine

Herbert Smith played central roles in several billion ($1.6 billion) five-year senior term Stuart Salt

substantial China energy deals under the lead- facility, a S$150 million 5-year senior working

ership of Anna Howell. capital facility and a $220 million 8.5 year

“Partner Alexander Aitken and senior asso- mezzanine facility, to refinance the bridge loan Baker & McKenzie

ciate Kanyi Lui are very impressive and a plea- facility used by shareholders to acquire Senoko Practice head and leading partner David

sure to work with,” says a client. “The team is Power from Temasek Holdings in 2008. Smith’s expertise in infrastructure project con-

commercially astute and able to provide tai- Bevash also led the $1.22 billion Paiton 3 struction and financing is often called upon by

lored advice to suit our specific needs.” power project financing. The project, con-



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the biggest players in local Hong Kong pro- Closer to Hong Kong, partner Hallam Natural Gas, Great Eagle and Dragages Hong

jects. Chow had a slew of activity from several spon- Kong.

It is not uncommon for government enti- sors and lender clients on their investments Orrick Herrington & Sutcliffe remains

ties to seek Smith as sole project counsel on the into China. Chow acted for an international exceptionally active in the region with the

highest value and publicised projects in Hong multilateral agency on loan financings to guidance of seasoned project finance specialist

Kong - a key example being their involvement improve energy efficiency of Chinese compa- Christopher Stephens. “Christopher Stephens

in one of the first and largest domestic public- nies and other aspects of their environmental always provides innovative means to structure

private partnerships for the development of a performance, as well as the development of a a financing and strive to obtain the greatest

key infrastructure facility financed on a limit- portfolio of municipal wastewater treatment interest from a transaction,” says a client.

ed recourse basis. Smith’s team remains active projects in China. He is also currently advising Despite market conditions, Orrick among

in this project, on all operations and finance- Asian Development Bank on its investments the few law firms to be involved in all ongo-

related issues, and is now acting on contracts in a number of infrastructure and environ- ing major power projects in Vietnam as of

for the construction of three new lands in an mental projects. April 2010, including Mong Duong 2, Vinh

expansion. Tan 1, Kien Luong, Nghi Son 2 and Hai

Other ongoing matters include acting on Leading lawyers Phong-Quang Ninh, with individual values of

the $300 million build-out and development Hallam Chow more than $1.2 billion each.

of Phase 2 of the Hong Kong Science and However, the team’s landmark deal this

Technology Park, and the HK$5.5 billion year was not geographically located in Asia.

($706 million) Master Redevelopment Project Other ranked firms Late last year, the firm was instructed to act as

for the expansion of Ocean Park since 2006. Milbank Tweed Hadley & McCloy’s regional Hong Kong and international legal counsel to

With the rise of social infrastructure projects practice means that it is often sparsely repre- Piraeus Container Terminal (PCT), as bor-

in Hong Kong, the government approved a sented in Hong Kong, despite its regional rower, and Cosco Pacific (CPL), project spon-

HK$21.6 billion ($2.8 billion) for the estab- footprint being one of the most prominent in sor and parent of PCT, in a 339 million pro-

lishment, development and operation of the Asia, especially in the energy, oil and gas sec- ject financing of a marine container terminal

West Kowloon Cultural District, which tors. facility located at the Port of Piraeus in

Smith’s team also had a key part on. Young Joon Kim and of counsel Desiree Greece. The transaction represents the first

Although the MTR Corporation continues Woo lead the practice in Hong Kong. “They project financing in Greece and Europe for

to be a regular on Baker & McKenzie’s clien- are personable, intelligent, don’t waste time or China Development Bank (CDB) as lenders.

tele list, Smith was approached by the firm to words and are able to do what was necessary,” The financing of the project involved a credit

advise on all aspects related to the further plan- says one developer. “Only a handful of firms facility provided by CDB and a complex

ning and design for the Hong Kong section of can make that happen, and they are one of interlocking matrix of security structures,

the Guangzhou-Shenzhen-Hong Kong them.” where all the various tranches could be sub-

Express Rail Link, one of the most high-profile Described as a “breakthrough” and “text- participated by different groups of banks.

projects carried out by MTR Corporation in book case” for future overseas project financ- “Orrick stands out for its willingness to

recent years. The $3 billion project has been ings to be undertaken by Chinese institutions, come up with different initiatives to solve the

scheduled for completion in 2014/2015. Woo advised project company GNPower same problems, which facilitate the company

“The most important thing is that they Mariveles Coal Power on the development to choose what is best,” says a client.

have the all the local resources to execute a deal and financing of a coal-fired power project in Leading lawyers: Christopher Stephens

in a timely manner,” notes one client. “The Barangay Alas-asin, the Philippines. The pro- Paul Hastings Janofsky & Walker’s pro-

deal was completed sooner than expected.” ject is designed and constructed by a Chinese ject finance team led on two large projects this

contractor, China National Electric year under the leadership of practice head and

Leading lawyers Equipment Corporation and financed by project finance specialist Brett King.

David Smith CDB. The $850 million deal is the largest The team advised Cirebon Electric Power

Philippine greenfield power project financing in the development and financing of a power

in over a decade, and the first non-recourse plant in Cirebon, Indonesia. This long-run-

White & Case overseas power project financing by CDB and ning transaction, valued at $595 million, is

White & Case recognises the strengths of its Sinosure. particularly significant as it is the first of the

mainland Chinese clients in fostering the Minter Ellison has one of the best local new generation of power purchase agreements

development of projects in other parts of the project teams and the most experienced ener- awarded by the Indonesian Government. It is

region and, in building experience from nego- gy team in Asia Pacific. “[Their] breadth of also the first new power project since the

tiating and closing key projects in China, has experience in dealing with all project related Asian financial crisis that has been successful-

reaped the rewards by securing mandates on matters is highly valued,” says a client. ly financed by international lenders.

several notable deals. In Hong Kong, the team primarily advises Paul Hastings also advised the Export-

Although largely completed through its on locally based projects with a particular Import Bank of Korea, Asian Development

Beijing office, its representation of China focus on infrastructure. However, head of Bank, Sumitomo Mitsui Banking

Development Bank as the arranger, facility practice Sam Farrands recently advised Corporation, Crédit Agricole and ING in

agent and original lender to two $350 million Leighton on two coal mining projects in Asia, relation to the $270 million financing of a

Sinosure-backed senior secured loan facilities with one particular case relating to a $35 mil- power project in Cebu, Philippines. The pro-

to Aircel was the biggest telecom project and lion financing from the European Bank for ject is being developed by Kepco SPC Power

pan-Indian network expansion to date. These Reconstruction and Development on mining and is the first merchant power project in the

financings were nominated for Project Finance operations in Mongolia. Philippines that has been financed entirely by

Deal of the Year at the IFLR magazine/Asialaw Other clients of the firm include West international lenders, in particular by interna-

India Awards 2010. Kowloon Cultural District Authority, Macau tional commercial banks.



2011 EDITION www.iflr1000.com

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Leading lawyers: Brett King Transferred to Ashurst’s Hong Kong post managed well from top down,” a key client of

Shearman & Sterling’s resident counsel from Tokyo at the end of 2009, Schemuth has the firm says. “Despite pressure from other

Nick Wang spearheads the project develop- led on some of the larger deals in south east [law] firms to get more of our wallet, I did not

ment and finance practice in Hong Kong, Asia, including his representation of PTT of feel that the deal team [at another firm] had

although he works closely with banking spe- Thailand and Petronas of Malaysia as the pro- the same level of commitment to the outcome

cialist and managing partner of the Shanghai ject companies and sponsors of the Trans that Norton Rose continually exhibits.”

office, Andrew Ruff. Thai-Malaysian Pipeline Phase 2 project,

Having been appointed to IFC’s panel of funded by a Rmb1 billion ($313 million) pro- Restructuring and insolvency

legal advisors in 2008 and advised by long- ject sukuk bond.

standing client ADB on a regular basis, He was also involved in one of the largest Recommended firms

Shearman & Sterling has benefited from the public-private partnerships (PPP) to date, Tier 1

contractions in the credit markets since the advising lender groups to the SGD2 billion Allen & Overy

crisis due to the increasing prevalence of ($1.45 billion) development of the Singapore Clifford Chance

financings from multilateral development Sports Hub. Hogan Lovells

banks and export credit agencies. Deacons’ “outstanding” project finance Mayer Brown JSM

The firm recently advised Sinosure, China team continues to act for sponsors and devel-

Development Bank and Bank of China on the opers across different jurisdictions under the Tier 2

financing of the Salalah IWPP (independent leadership of Philip Gilligan. The firm advised Baker & McKenzie

water and power project) in Oman. The trans- a European sponsor on two water projects in Linklaters

action was the first time that Chinese banks China, including the acquisition, joint ven- O’Melveny & Myers

provided a greater share of funding compared ture and concession agreements. Tanner De Witt

to the local currency tranche and internation- It additionally advised an Asian sponsor of

al banks’ dollar tranche. plants in Argentina and Brazil, and acted for Tier 3

Skadden Arps Slate, Meagher & Flom an Asian developer on all aspects of the devel- DLA Piper

does not have the market-leading projects opment and financing of a $170 million Jones Day

team in the market, but banking specialist smelter in Central Asia. Richards Butler in association with

Alan Schiffman was able to secure mandates “Deacons’ advice is not just professional Reed Smith

on and successfully close one of the most but practical to the unique situation and

recognised and award-winning deals in pro- development of our company,” says one It has been said repeatedly by many practi-

ject finance. client. “Their advice is more than just legal.” tioners that the big restructuring wave has not

“Alan Schiffman is the best lawyer I have Mayer Brown JSM derives its platform in yet hit Asia. The only case that remains to

worked with in my life,” says one loyal client. project finance from the expertise of banking hold any clout among professionals is Lehman

“While other lawyers often rely on what’s specialist Alastair MacAulay in asset financ- and its associated fallouts. For some, it would

been done, he’s absolutely creative but knows ing. seem that an investment into restructuring

what’s possible.” This year, the team acted on the behalf of personnel to prepare for the wave is laughable,

Recently taking home IFLR magazine’s sponsors in relation to a $180 million financ- as the most topical restructuring cases have

2010 Asian Project Finance Deal of the Year ing of a ship under the Shanghai LNG (lique- not been in Asia. “Maybe you should ask why

award, Skadden represented Paiton Energy fied natural gas) project, and acted for a con- some practitioners are moving to Dubai,” says

Corp on a $1.3 billion financing from Japan tractor in relation to a contract for six LNG a restructuring specialist. “There isn’t enough

Bank for International Cooperation (Jbic) transport ships, with each ship valued at work here to go around.”

and a consortium of commercial banks for around $230 million per vessel. However, the onslaught of loans and high

Paiton III, a coal-fired power plant. Skadden “They’re always proactive and provide us yield covenant refinancings and a lack of new

also advised the project company in relation something extra,” says a client. “We deal with money in the market proves that the market is

to construction and equipment supply, opera- MacAulay regularly, not just on business, but not as stable as some may wish. China’s real-

tions and maintenance, and fuel supply and seeing what’s on in the market - that’s where estate and heavy materials industries were the

off-take. he has an edge.” scenes of many high-profile restructurings and

“He stood in for me [as an in-house coun- Leading lawyers: Alastair MacAulay insolvencies, with Evergrande and Asia

sel] when I was gone, because he’s the kind of Norton Rose’s addition of two banking Aluminium being the prime examples, but

guy who can handle himself in those meet- partners, energy specialist Chris Redden and the effect was not limited due to government

ings, with governments rather than business Islamic project financing specialist Davide stimulus.

people,” continues the client. “He’s Barzilai, supported also by the recent arrivals The problems, however, are not going

[Schiffman] been around the block and has of mining specialist Shaun McRoberts and away as restructurings begin to hit other

extraordinary vision in Asia.” energy specialist Andrew Abernethy, signifi- industries in China - and this time a stimulus

Leading lawyers: Alan Schiffman cantly pushes the team’s experience to new would not be as viable due to the govern-

Ashurst in association with Jackson Woo heights. ment’s concentrated efforts to curb inflation.

& Associates’ resident energy and natural Although many of the completed transac- “The lack of liquidity for many companies

resources specialist Matthias Schemuth has tions remain confidential, much of Norton was very difficult, but credit markets and cap-

substantial experience in advising sponsors, Rose’s work involves the development of coal ital markets are beginning to free up,” says

developers, commercial banks, multilateral and metal mines in Australia by Chinese one practitioner. “Will the companies have

lending agencies and export credit agencies in sponsors and lenders, in line with the know- enough time and last that long?”

project financings particularly in the oil and how of the new partners. Also, one of the main problems that persist

gas, LNG, petrochemical, infrastructure, “The partners are heavily involved in the from the few restructurings in China is the

metal and mining sectors. transactions, ensuring deals are covered and question of control and seniority. The fact



www.iflr1000.com 2011 EDITION

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that many foreign entities invested or lent “We worked with them as a team and has Mayer Brown JSM

money to Chinese businesses offshore at the direct communication with them every day,” “We were involved in a transaction that had a

top of the market increases the level of com- says an accountant. “They are not limited to lot of specialised problems, but Mayer Brown

plexity when resolving who is owed what, and their own areas and they are able to assist us JSM demonstrated their good knowledge of

how much. with a lot of ideas and solutions.” different insolvency laws and came up with

The one constant theme that arises over The client continues: “If we get to work something,” says an insolvency consultant.

the course of recent restructurings is that the with them again, that would be great.” “They are right on the ball with things.”

companies undergoing a reorganisation usual- For large-scale deals that require a lot of

ly have a convoluted borrowing structure, Leading lawyers manpower, Mayer Brown JSM is often the

loose terms and unreliable management that David Kidd firm of choice for the added value it brings in

mean that investors end up receiving little transactions with the largest restructuring and

principal from their investments at the end of insolvency team based in Hong Kong. In

the process. It remains to be seen how this will Clifford Chance addition, the team’s reputation in both con-

affect foreign direct investment, but bank This all-round, award-winning firm snatched tentious and non-contentious matters is high-

lenders will undoubtedly be on their highest IFLR magazine’s 2010 Asia Restructuring ly regarded in the region. Both these impor-

alert. Team of the Year and worked on the 2010 tant factors led to the firm’s most significant

Restructuring Deal of the Year this year; its mandate to date-the liquidation of Lehman

accolades reflective of the immense experience Brothers entities in Hong Kong, including all

Allen & Overy and clout that seasoned practitioner Scott conflicted work from Linklaters’ lead role in

Widely respected in the market and with Bache and his team wield in the market. the matter.

more than ten years of restructuring experi- Being a full-service practice, Clifford Chance The Lehman liquidation saw Mayer

ence in Asia, leading practitioner David Kidd acts for a wide-range of clients from liquida- Brown JSM advising the liquidators of

heads the practice at Allen & Overy on sever- tors and receivers, to creditors and individual Lehman Brothers Commercial Corporation

al headline deals this year. “We use them for investors. Asia on international cross-border protocols,

pure restructuring, particularly non-con- Clients often instruct Bache on the most reconciliation of numerous intercompany bal-

tentious and consensual restructuring,” says complex of matters, to which he delivers a ances and the resolve of trust claims by former

one receiver. “I would put them in the creative value-added solution that many other firms clients. The estimated value under dispute

category [in terms of structuring transac- cannot. For example, Clifford Chance acted and in recovery is greater than $10 billion.

tions].” for OK Spring Roll (OSR) on its minority Assets that include derivatives and other OTC

Focusing on some of the most complex shareholding in the now-defunct Asia securities were worked on collaboratively with

restructuring cases in the world, the magic cir- Aluminum Group (AAG). Because OSR was the securitisation team.

cle firm is well known for its far-reaching abil- a shareholder in one of the only offshore sub- Mayer Brown JSM has a dominant Hong

ities to pull together the best global team of sidiaries of AAG that did not enter into for- Kong market position with 15 major corpo-

experts, as evidenced by Kidd’s current man- mal insolvency proceedings, the firm was able rate insolvencies under its watch, with anoth-

date for Dubai World. to achieve a higher return for OSR on its share er ten company restructurings involving assets

Closer to home, Kidd was heavily involved of the $1.4 billion debt than would have been in China. Besides advising the much talked-

in the Asia Aluminium Investments (AAI) possible under normal circumstances. Bache about insolvencies of Oasis Airlines and Asia

debacle. The team closed the matter in August also successfully acted for the lenders of a Aluminium, the team also represented Nortel

2009 after acting for KPMG as receivers and bridge loan in relation to the restructuring of Asian companies in the finalisation, adoption

liquidators to AAI, having previously advised liabilities of Hong Kong-listed Skyfame and implementation of the Asia restructuring

offshore payment-in-kind note holders in a Group. The restructuring involved the com- arrangements entered into with Nortel enti-

series of unsuccessful negotiations that result- plex interlocking of two distinct creditor ties abroad.

ed in AAI’s management uncompromisingly groups.

liquidating the company. The $1 billion deal However, what truly tested Clifford Leading lawyers

was significant in that AAI was the first dis- Chance’s ability was its dealing with John Marsden

tressed company with a substantial offshore FerroChina’s problem in the unprecedented Steve Miller

debt structure, with the outcome setting a test of China’s new bankruptcy laws. The Richard Tollan

precedent for similar deals in China. team acted for Citicorp International as

Among the selection of high-profile lender under $160 million syndicated loan

restructuring deals completed in 2009, the facilities made to Superb Team and Changshu Hogan Lovells

Allen & Overy team played key roles in the Everbright Material Technology, subsidiaries “The quality at Hogan Lovells is higher [com-

restructuring of Evergrande and the Lehman of FerroChina. The team engaged in unprece- pared to other firms],” says an investment

minibonds. In the former case, Kidd advised dented discussions over the treatment of for- banker. “I would not hesitate to seek their ser-

Credit Suisse on the Chinese property devel- eign lenders in debt claims made against vices for restructurings involving Chinese

oper’s $500 million secured loan and, along Chinese borrowers and enforcement of asset companies and large Hong Kong corporates.”

with other creditors with stakes in the compa- security on the mainland in relation to the As with other principal outfits in Hong

ny’s $1.5 billion core financings, timed an new law. Kong, star partner Neil McDonald coordinat-

IPO perfectly in a narrow window of oppor- ed an international team of specialists under

tunity to successfully raise $725 million. In Leading lawyers the interests and mandate of a Hong Kong-

the latter, Allen & Overy continues to coun- Scott Bache based investor, Standard Chartered Bank

sel PricewaterhouseCoopers as receivers to the (Hong Kong), on the multi-billion dollar debt

mortgaged property securing of the $1.2 bil- obligations by Dubai World and Nakheel

lion minibonds. Group. The team’s continuing role as an advi-



2011 EDITION www.iflr1000.com

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sor to three financial institutions on their sig- provide seamless advice on their knowledge- Offshore Services. Initially, because the loan

nificant global exposure arising out of the col- able aspects in relation to Hong Kong law. was provided to a holding company with no

lapse of Lehman Brothers is equally notewor- Further prominent deals include their security over operating assets, the team had to

thy. ongoing counsel to provisional liquidators of work ingeniously to implement a solution

“Their strength is in restructuring work 3D-Gold in dealing with claims by unsecured that would present lenders with greater con-

with a contentious angle,” says an accountant. creditors and to provisional liquidators of trol and subsequently a satisfactory exit

“They’re realistic and able to deal with things EganaGoldpfeil, a cross-border insolvency process.

in real-time.” with debts valued in excess of HK$3.5 billion

However, the distinction Hogan Lovells’ ($449.1 million). Leading lawyers

practice draws is with the remarkable growth Eno also took part in the HK$83.5 million Trevor Clark

of their non-contentious side, as well as their ($10.7 million) restructuring exercise of Ngai Howard Lam

ability to pioneer a solution if the situation is Lik Industrial Holdings and advised the com- Melvin Sng

called for. One highlight is McDonald’s repre- pany in relation to the reorganisation of the

sentation of Mizuho Corporate Bank, group and capital structure, and subsequent

WestLB, UniCredit and Ta Chong Bank on subscription of the company’s shares by a O’Melveny & Myers

the restructuring by way of a debt-for-equity white knight. Of the outfits with increasingly strong reputa-

swap of First Engineering’s $164 million “They really can give some value-added tions, the restructuring and insolvency prac-

senior secured loan, an uncommon outcome services,” says one client. “Although they are tice at O’Melveny & Myers particular stands

that was tailored to the needs of the parties more conservative, they are good at protecting out from the pack and was brought to new

involved. “They provide effective solutions to our interests.” heights this year under the leadership of Mark

very difficult situations,” says one client. Fairbairn, a staple among the small circle of

Because of the one-stop, typically person- Leading lawyers practitioners in this field. The firm now repre-

alised service, Hogan Lovells has an enviable Stephen Eno sents some of the top financial institutions,

client following that includes RBS, The Bank Gary Seib including KPMG, Deloitte Touche Tohmatsu

of New York Mellon, Goldman Sachs and and Standard Chartered on a number of deals

Unitas Capital. Additionally, long-term client having only setting up the practice two years

Ferrier Hodgson has continued to instruct the Linklaters prior.

firm on a number of high profile liquidations, “We go to Linklaters for restructuring advice “We thought it was a strong performance

including the receivership of the defaulted that falls outside the norm of the definition of by an experienced team,” says a private equity

S$120 million ($86 million) notes by Thumb restructuring,” says one investment banking client referring to one restructuring deal. “On

Holdings. client. “Linklaters has an expertise in default top of that, the attention and dedication to

swap restructuring advice, especially in the our position was excellent.”

Leading lawyers interpretation of Isda protocols on counter- A portion of O’Melveny & Myers’ practice

Neil McDonald party defaults.” is dedicated to bondholder representation.

Kelly Naphtali Linklaters was put under considerable The specialist team successfully represents

spotlight last year after spearheading insolven- bondholders, dealing with other investors and

cy proceedings and the liquidation of Lehman the company and guiding them through

Baker & McKenzie Brothers. Now a year on, the team continues lengthy procedures.

Although the firm acts for a number of land- to capitalise on its celebrity status to further For example, Fairbairn has recently advised

mark cases in the Asia-Pacific region through the development of its growing practice into major funds in relation to their bond holdings

its network of domestic offices, here Baker & one of Hong Kong’s mainstay outfits for in Asat, Sunshine Holdings, China Milk and

McKenzie expends its key partners and restructuring and insolvency. Melvin Sng, Celestial Nutrifoods. In the case of Asat, the

resources on only Hong Kong and China- who leads the practice with banking specialist firm advised Clearwater Partners as coordina-

related deals, creating a truly Hong Kong Trevor Clark, continues to see their practice tor of the holders of $150 million senior notes

team with local expertise. The team’s client having a distinct competitive advantage over and posed a considerable challenge as the

base also boasts a strong home presence and local firms in Hong Kong with the team’s guarantor is listed on Nasdaq.

familiarity, with Guangzhou Investment global reach and cross-border expertise. More recently, Fairbairn acted for Escada

Company and Citic Ka Wah Bank as clients Among the most significant and innova- (Asia) on the sale of substantially all its assets

the firm has an established relationship with. tive case this period was the restructuring of a to the Mittal family as part of a global sale of

Practitioner Stephen Eno, a specialist in $200 million pre-IPO facility and related war- all business operations, including employees,

debt restructuring, heads the practice but rant instruments in Kaisa Group Holdings. brand rights, production facilities and distrib-

often works in tandem with professional liti- Clark advised a consortium of investors with ution networks. The result was the first time

gator Gary Seib in this formidable combined interests in the matter, including Credit Suisse an insolvent company in Hong Kong was per-

team with full-service offerings. “Both of and Merrill Lynch PCG. The deal, creative in mitted by the Court to sell its entire business

them are understanding of a client’s situation the negotiations of covenants and a guaran- as a going concern, without liabilities and the

and needs,” says a client. teed internal rate of return for the lenders, is appointment of an insolvency practitioner to

One example to showcase their abilities the first such restructuring that has successful- oversee the sale, for the benefit of creditors.

was their representation of a group of Hong ly led to an IPO. “They were instrumental in helping us

Kong creditors on the recovery of outstanding In the works are two new restructurings negotiate a solution,” says a client.

debts due to them from the liquidation of announced in January 2010. In one deal,

Asia Aluminium Investments (AAI). As the Counsel Howard Lam is currently advising Leading lawyers

deal soured from a restructuring to a liquida- HSBC on the reoganisation of a leveraged Mark Fairbairn

tion standpoint, Eno and Seib was able to acquisition loan provided to Nautical



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Tanner De Witt experienced insolvency practitioner. “Graham Although Winfield’s expertise in banking

“They have ‘nuts and bolts’ liquidation exper- is the resident insolvency expert,” says a lies across the entire credit spectrum, his pri-

tise,” admires a client. “There are relatively receiver. “On top of technical knowledge, I mary specialisation is in financial debt restruc-

few lawyers in Hong Kong who do non-con- found him very commercial and possess excel- turings. Before Cooper’s departure, the team

tentious stuff - they are one of the few.” lent local knowledge.” advised on a number of restructurings includ-

Leading insolvency firm Tanner De Witt Additional representations include acting ing senior and mezzanine facilities relation to

continues to receive instructions from some of for the Receivers appointed by the US a leveraged acquisition, and bond issues with

Hong Kong’s most prominent liquidators, Securities and Exchange Commission on a deeply subordinated note holders.

bankers and receivers, and remains in the van- cross-border jurisdiction issue, and a major Herbert Smith hired Michael Barker in

guard of firms to which these institutions turn Chinese garment manufacturer on the acqui- May 2009 to spearhead the practice in Hong

for advice. sition of a UK based chain of retail outlets our Kong, with the support of senior associates

“We would go to them purely for insol- insolvency. Davyd Wong and Shaun Langhorne also hired

vency work,” says an accountant. “They are Leading lawyers: Graham Ridler in the past year. However, with much of the

the best priced firm in town for local litigation action in restructuring and insolvency taking

work.” place in the Middle East, Herbert Smith relo-

Although the lack of full service offerings Other notable firms cated Barker to its Dubai office in June 2010.

may dissuade clients from seeking the firm’s Bingham McCutchen does not have the During his time in Hong Kong, Barker

quality representation, both market commen- largest restructuring team in Hong Kong, but advised the scheme administrators on lenders’

tators and competitors of Tanner De Witt nonetheless it managed to secure deals that entitlements under the insolvency proceed-

admit that “for what they do, they do best.” rival some of the leading practices in the city, ings of Peace Mark. “I’ve found Michael

The firm’s partners in this practice, Ian De reflective of the added value that the firm’s Barker to be one of the most knowledgeable

Witt and Robin Darton, often feature in a lawyers are capable of providing. and experienced restructuring and insolvency

number of first-time events. Darton saw his Leading the practice at Bingham lawyers in Hong Kong,” says one client.

appointment by the court as a receiver over McCutchen is Naomi Moore, known for her Orrick Herrington & Sutcliffe’ restructur-

the $800 million assets of a prominent Asian experience on a number of complex restruc- ing and insolvency practice has a deep focus

businessman in connection with the long- turings in Australia and London, with a par- on reorganising and unwinding structured

running and high-profile international litiga- ticular focus on solvent and insolvent schemes products and derivatives, owing in large part

tion concerning the liquidation of Akai of arrangement. Moore recently advised a to specialist securitisation expertise that lead-

Holdings, the first ever engagement of a solic- working group of bondholders of The Griffin ing partner Michelle Taylor and of-counsel

itor in this role in Hong Kong. Coal Mining Company in relation to $475 Donna Healy brings to the table.

“They really understand what liquidators million senior notes with missing coupon As a result, the team is very well positioned

are looking for and provide a service that is payments as the company was placed into vol- to act on the workout sale of Lehman

tailored to our profession,” says a liquidator. untary administration. The firm also contin- Brothers assets in China with KPMG, liq-

“We are always under time pressure and ues to work on Lehman Brothers-related liq- uidators to Lehman Brothers Commercial

urgency, and we never had any problems with uidation matters in Hong Kong. Corporation Asia. Taylor and Healy advised

Tanner De Witt on that front.” Leading lawyers: Naomi Moore on the structure, composition and legal status

Other deals of substantial value and Deacons’ finance specialist Philip Gilligan of the insolvent banks debt and equity posi-

importance include Darton’s ongoing role in was instructed on its fair share of insolvencies tions in China and served as international

acting for the administrators of the UK in Hong Kong this year, due to the increasing commercial counsel in connection with the

Lehman entities in connection with the over demand for firms that can provide local insol- realisation of each asset. The workout was

HK$100 billion ($13 billion) intra-group vency advice through a tightly-knit banking complicated structurally, with currency, tax

claims on Hong Kong assets, and De Witt’s and litigation team. and real estate considerations, and had no

long-term instruction for the liquidators of “From my experience with Deacons, the legal or commercial precedent in China.

Oasis Hong Kong Airlines in all aspects of the firm has high level of professionalism in line Paul Hastings Janofsky & Walker was

cross-jurisdictional administration, from the with the top firms in Hong Kong,” says one faced with a number of restructurings on

final sale of aircraft to contentious court appli- client. high-yield debt issues and onshore loan facili-

cations valued in total in excess of HK$3.7 Seasoned practitioners such as Gilligan ties this year, mostly from the real estate

billion ($475 million). and litigator Robert Clark can often draw on industry that the firm has built a reputation

their experiences from the Asian financial cri- in.

Leading lawyers sis in the current environment. Gilligan acted Recently, Paul Hastings advised on the

Robin Darton for Deloitte as provisional liquidators of the successful completion of the high profile

Ian De Witt Norstar Group and advised Krispy Kreme Rmb3.11 billion ($455 million) Zhu Kuan

Doughnut on all aspects of insolvency of its debt restructuring, one of the most complex

Hong Kong franchise, including the recovery and high profile restructurings to ever take

Other ranked firms of property and de-branding issues. place in Asia. Led by key partner Raymond Li,

DLA Piper’s most remarkable mandate this Leading lawyers: Philip Gilligan the transaction is the first ever three-way

year came from the US Federal Deposit Freshfields Bruckhaus Deringer’s leading cross-border restructuring, involving entities

Insurance Corporation (FDIC) and allowed finance and restructuring partner Bruce in Macau, Hong Kong and mainland China.

the firm to exhibit its regional expertise. The Cooper retired from the firm, but prompted Li was also instructed to advise Glorious

deal marked the first time FDIC had sought London’s banking practice head David Property Holdings Restructuring ahead of its

advice on a cross-border bank receivership. Winfield take over the Hong Kong team in his $1.28 billion Hong Kong IPO and global

Leading lawyer Graham Ridler, who heads absence. offering.

the practice, is often named by clients as an



2011 EDITION www.iflr1000.com

2/92 Hong Kong



Sidley Austin has star high yield practi-

tioner Matthew Sheridan in charge of a prac-

tice that was dominated last year by the finan-

cial restructuring of high-yield bonds.

In a deal nominated by IFLR magazaine’s

Asia Award as Restructuring Deal of the Year,

Sheridan acted in connection to the restruc-

turing of approximately $238 million in out-

standing bonds through an exchange offer

coupled with an Indonesian composition plan

bankruptcy process. The transaction involved

an exchange of existing high yield notes for

new high-yield notes at a 50% discount to

face value and achieved an acceptance of over

98%, a highly unusual feat for a capital mar-

kets exchange offer.

Also nominated by IFLR magazine’s Asia

Deal of the Year award was partner Timothy

Li’s role in advising Evergrande Real Estate

Group on its private equity, preferred financ-

ing and debt financings and subsequent pre-

IPO restructurings prior to its successful list-

ing on the HKSE.









www.iflr1000.com 2011 EDITION