Solicitors governing body: All China Lawyers Association (ACLA)
Competition authority: Ministry of Commerce (MOFCOM)
IFLR1000 ranking categories for this jurisdiction:
Energy and infrastructure (published June) - Energy and infrastructure
Financial and corporate (published October) – Banking, Capital markets, Competition, Investment funds, M&A, Private equity, Project finance
Buoyed by the state’s continuing encouragement of outbound investment—known as the Go Out Policy (走出去战略)—there has been an emerging ‘red circle’ of PRC firms making inroads into Hong Kong and overseas. Linguistic factors play a key role as PRC firms follow their clients and provide legal services to Chinese companies and enterprises setting up abroad. Chinese firms are also growing in sophistication as overseas trained lawyers return home in a rising pattern of reverse brain drain. Such firms though are likely to struggle with cross-border deals for some time still, so will use international firms especially in outbound transactional work.
It seems that China’s protectionist strategy establishing a quasi-closed system has underlined a long-term capacity-building strategy that appears to be paying off for its legal market. In the US, Japan, and the EU, Chinese law firms are generally able to establish offices, hire local lawyers, and engage in corporate law and litigation services. However, while foreign firms can open offices in mainland China, access to the legal market—excluding Hong Kong and Macau—is restricted. Foreign law firms cannot practice PRC law while PRC qualified lawyers employed by foreign law firms have their licenses suspended for the duration of their employment.
Global law firms can advise on home and international law but will need to turn to local law firms for domestic matters. Following China’s accession to the World Trade Organisation in 2001, foreign law firms were then allowed to open additional offices in mainland China, but need to wait three years between each opening.
Mergers or joint ventures with Chinese firms involving financial integration are not allowed either, but in recent years we have seen its legal market soften ever so slightly. Hitting the headlines this year, we saw Chinese firm Dacheng combine with Dentons to form the world's largest firm by headcount, which was only the second time ever a Chinese firm completed a substantial ‘merger’ with an international firm after Chinese firm King & Wood, Australian outfit Mallesons and the UK's SJ Berwin formed King & Wood Mallesons (KWM) in 2012.
The vehicle for such combinations in a restrictive environment is the Swiss verein, which has become a popular entry strategy for international firms into domestic markets. It is a form of voluntary association where members do not share commercial or professional liability for the debts or actions of other member firms and often do not share revenues or pool profits. The idea of large global brands operating under local rules inspired the adoption of the verein structure, which allows firms to overcome jurisdictional obstacles to international mergers.
Another initiative unveiled in September 2013 was the Shanghai Free-Trade Zone—the first free-trade zone in mainland China—being used as a testing ground for a number of economic and social reforms. In April 2015, Baker & McKenzie became the first foreign law firm to take advantage of this and enter into a joint operation with Beijing’s FenXun Partners. It is the only formal structure where global and PRC firms can work together to serve clients in China under the current regulatory framework.
Adam Majeed - Asia-Pacific Editor
Banking and finance is one of DeHeng Law Offices’ key strengths. It has considerable experience in acting for domestic and foreign clients such as the Banco de la Nación Argentina. Cross-border transactions have kept the firm busy last year.
“It is very responsive. Its lawyers have good language skills. I am also impressed by its professionalism and attitude,” says one client who established a long standing business relationship with the firm’s banking and finance team.
Regarding the firm’s banking practice, the biggest mandate last year was its advice to China Development Bank (Heilongjiang branch) on a final draft of an $8 billion cooperation framework agreement with a Russian counterpart in relation to an infrastructure investment as part of the One Belt, One Road initiative. DeHeng mainly acted for the lenders.
Other significant deals include advising China Development Bank (Shenzhen branch) on a project finance loan for a power plant in Ghana; guiding China Merchants Bank (Beijing branch) on a $900 million loan it provided for the delisting from Nasdaq of Perfect World Merger Company and associated companies; and advising China Merchants Bank on a $450 million acquisition loan. The firm also worked with Bank of China on a loan transaction with a Bermuda incorporated and Hong Kong listed borrower.
Baker & McKenzie’s has a strong understanding of the government approval process, especially in the infrastructure sector in China. Its transactional lawyers are experienced in development work, corporate matters, finance, PPP/PFI investments, climate change, energy trading and disputes across sectors such as energy, transport, petrochemicals, water and waste, oil and gas, mining and telecommunications.
In the research period, the firm became the first and only international firm to be granted a joint operation license in the Shanghai Free Trade Zone when it established an office in association with PRC law firm Baker & McKenzie – FenXun.
Highlights in the past 12 months include advising Ocean Park Corporation in the construction of Ocean Park’s new Water Park, which has been approved by the government and allocated financing of HK$2.3 billion; acting for the same client as its sole legal counsel on its HK$5.5 billion master redevelopment project to develop, construct and expand Ocean Park; and, advising a confidential investor in the solar power industry in an international arbitration in Hong Kong concerning defective photovoltaic production lines for use in a facility in China.
Among the magic circle firms active in China, Clifford Chance is prominent. The firm’s extensive network of 35 offices in 25 countries enables it to assemble strong teams tailored to the requirements of a specific mandate.
A key client for the firm is China Development Bank, and it has developed strong relationships with Chinese policy and commercials banks in its long history in the region.
In the research period, the firm has been active in large energy and natural resources transactions in oil and gas, renewable energy, mining and metals. In 2015, it advised on over $25 billion of Chinese lender financed projects.
Highlights include advising Barclays Africa, Standard Chartered Bank, Industrial and Commercial Bank of China, Bank of China, Industrial Development Corporation of South Africa and Development Bank of Southern Africa on the $825 million financing of the construction and operation of a coal-fired power plant in Zambia, and advising China Southern Power Grid and Vinh Tan 1 Power Company on the development of the 1200MW Vinh Tan 1 coal-fired power project in Vietnam.
CMS is a large law firm in Europe and has developed a strong reputation on the continent. In China it has a full service office in Shanghai and a sector-focused office in Beijing.
The firm acts for companies doing business in China, with clients such as SMA, Linde, BP, ALE UK Holdings, APM Terminals and DP World and British Telecom. It is also actively building relationships with Chinese energy and telecom companies including Jiangsu Zeversolar New Energy, Zhenhua Oil, Sinochem, Avic, CNPC, CNOOC, Goldwind, Huawei, China Telecom and China Unicom.
In the research period, the firm relocated energy expert Andrzej Blach from its office in Warsaw, and he now manages a team of sector specialists in Beijing focused on both inbound and outbound projects.
In the past year the firm has been acting in a number of confidential mandates in the healthcare, industrials, solar and transport industries. In one disclosable telecommunications mandate, it acted for key client British Telecom in all of its commercial legal and regulatory matters in China.
DaHui Lawyers’ strength is in regulatory work and it is well placed to navigate challenges unique to the regulatory environment in China in oil and gas, technology and telecommunications, and renewable energy.
The firm has impressive clientele and acts for companies such as Telstra, Aruba Networks, Sinopec, CECEP, and JinkoSolar.
In April 2015 the firm boosted its disputes team with the hire of Arthur Ma from Herbert Smith Freehills.
In the past year, the firm has been involved in a number of confidential mandates in social infrastructure, oil and gas, solar and disputes.
Global Law Office is based in Beijing and has branches in Shanghai and Shenzhen. It has six partners dedicated to energy and infrastructure work and is strong in power, PPP (public-p;rivet partnerships), project development and EPC contracts. It regularly advises on thermal and hydro power plants, airports, roads and large civil engineering mandates.
In the past 12 months, the firm has tapped into Chinese investors and banks’ appetite for investment inside and outside China. The practice has been kept particularly busy advising Chinese companies in EPC construction work abroad, especially in South East Asia and Africa.
Highlights include advising China Huadian Hong Kong in its investment and establishment of a joint venture with Bangladesh Power Development Board for the construction and operation of a 1320MW power plant in Maheshkhali; advising ACC Green Utilities Engineering in respect to a series of roof-based solar power development projects in the PRC; and advising Capital Airport Holding Company in various airport construction and operation matters.
Guantao Law Firm has a solid history acting for domestic and foreign clients in energy and natural resources. It is known for its expertise in the development, exploration and mine construction in the energy and mineral resources sector.
The firm regularly acts for owners, acquirers, targets, explorers, developers, investors and financing parties in petroleum, natural gas, coal, copper, rutile, strontium, tantalum niobium concentrate, magnetite, platinum, palladium, aluminum, gold and other mineral resources matters.
It also has strong relationships with the Ministry of Land and Resources (MLR), the National Development and Reform Commission (NDRC) and the Ministry of Commerce (MOFCOM).
Highlights include advising China Power Engineering Consulting Group in the $1.9 billion Vietnam Hai Doung BOT (build-operate-transfer) project and advising Development & Investment Corporation on the bid for Indonesia JAWA-7 power sation BOOT (build-own-operate-transfer) project.
Herbert Smith Freehills has a strong regional energy practice focused on oil and gas, power, mining, nuclear and renewables matters. Its Greater China energy team is among the largest in the country with 10 lawyers dedicated to energy and natural resources. It has a solid reputation in project development, construction and disputes.
The firm’s Greater China energy team offers clients a physical presence on the ground in contrast to other firms which are dependent on lawyers based elsewhere.
The team has in-depth knowledge of the offshore oilfield industry, including expertise in LNG and oilfield services such as drilling rigs, general vessels, floating storage and offloading vessels, floating LNG vessels and seismic services. It regularly advises China’s top energy players such as CNOOC, CNPC, Sinopec, CGN Meiya Power, State Grid, and China Light & Power.
In the past 12 months the firm has been involved in a number of confidential mandates and has been active in project development in onshore and offshore oil and gas matters.
JunHe was one of the first private partnership law firms in China, and has since grown to become one of the largest in the country with nine global offices and 180 partners and counsel. The firm tailors itself to each client and mandate, and forms project teams across different practice groups to combine the strengths of lawyers to offer bespoke legal advice.
The firm’s core areas in energy and infrastructure are power, energy, water, transport, petrochemicals and engineering, and it has been involved in the investment and financing of infrastructure projects through advising local governments, project companies and sponsors, investors, financial institutions and project contractors.
Work highlights include advising the China Development Bank in a $189 million limited recourse project finance loan to UEP -a controlled subsidiary of the Orient Group - for the construction and operation of a 900MW wind power project in Pakistan; advising Beijing Municipal Commission of Transportation on the Rmb15 billion PPP (public-private partnership) for the Beijing Line 16 subway project; and advising the Water Utility Bureau of Jiading District in Shanghai on the Rmb1.4 billion Shanghai Jiading Nanxiang sewage disposal plant PPP project.
Milbank Tweed Hadley & McCloy regularly advises on big ticket mandates involving Chinese players globally. It has particular strength in energy and natural resources and geographic expertise in Latin America and Asia-Pacific, as well as on pure China projects.
Milbank’s clientele consists of Chinese state-owned enterprises active in developing and financing projects and energy mandates. While the firm has continued to act for foreign multinationals with inbound investment into China, it has a steady stream of lead role instructions on Chinese outbound projects and energy mandates.
The firm has been involved in a number of high-end confidential mandates, but among the disclosable mandates, the firm advised South Korea-based, SK Hynix, the world's second-largest memory chipmaker, in a $400 million credit facility to finance the expansion of one of its key production lines located in Wuxi in China’s Jiangsu province. It also continued to advise GNPower on post-closing issues arising from the development, financing and operation of the project company of the Mariveles coal-fired power plant in the Philippines.
With offices in Shanghai, Beijing and Hong Kong, Norton Rose Fulbright’s work covers the spectrum of energy and infrastructure transactions including project development, project finance, M&A, dispute resolution and general commercial matters. The firm’s key areas of focus are power, renewables, water, oil and gas and infrastructure.
The firm is strong in cross-border transactions where multiple parties are involved and advises all participants in the chain including sponsors, contractors, commercial banks, government bodies, ECAs, and multilaterals.
The firm has a strong focus on Belt and Road countries, including Bangladesh, India, Indonesia Pakistan, Mongolia and Sri Lanka, where Chinese equipment and EPC contractors have cost benefits, and it is active for Chinese banks in Africa and South America.
Highlights include advising the Ministry of Finance of Angola on three facility agreements with respect to the development of a water project, a combined cycle power plant, and a hydroelectric project; advising Huaneng and Shandong Ruyi on the bid, development, construction and financing of a $1.5 coal-fired project in Pakistan and advising CMEC on its proposed investment into the Nam Beng hydro-power project in Laos, which is under construction.
Orrick’s energy practice is specialised in a range of energy projects covering power sectors from traditional thermal energy sources and oil and gas, to renewable energy sources.
The firm is experienced in advising on energy and infrastructure project matters in China, assisting clients in both inbound and outbound projects in the country and the wider region.
Its China-based projects team had a focus on Vietnamese energy and infrastructure projects through the firm’s alliance with LVN & Associates, but the boutique has now entered into a similar arrangement with Watson Farley & Williams.
Despite the end of the aforementioned association, the firm continued to act on the Vietnamese projects – advising on the Nghi Son 2 power project and the Van Phong 1 BOT (build-operate-transfer) coal-fired power developments.
In Indonesia, the firm advised China Hongqiao Group, PT Cita Mineral Investindo and Winning International Group, as sponsors, on the development, construction and financing of an aluminium refinery, including a captive thermal power plant and associated facilities.
As Chinese companies have become increasingly interested in the Lusophone world, Portuguese firm PLMJ has looked to get a foothold in China and entered into a partnership agreement with Dacheng on the mainland. Also, as Macau operates as a gateway for Portuguese investments in the Asian market, the firm has a joint venture with Macau-based firm, DSL Lawyers.
In one highlight it advised China Huadian Corporation on oil and gas regulatory matters regarding the potential acquisition from ENI of a 10% to 15% stake in an offshore block -located in the Rovuma Basin - with interests in a Mozambique LNG project.
As a PRC firm specialised in energy, Sunshine Law Firm is unique in a market where firms are usually diversified. It is headquartered in Hangzhou but has branch offices in Beijing, Shanghai and Guangzhou, which opened in 2015. The firm is focused on renewable energy, energy saving and environmental protection, water ecological governance, marine resource development and protection. The firm includes the State Nuclear Power Technology Corporation among its clients.
Highlights include advising San Men Nuclear Power Corporation on its nuclear power plant project; advising NEPC and China National Electric Engineering on Summit’s power plant project in Bangladesh; and, advising China Three Gorges International Corporation in its $64 million 30MW Chaungtha wind farm BOT (build-operate-transfer) project in Myanmar.
Vinson & Elkins has a strong outbound practice in energy and natural resources. While its size somewhat limits the scope of opportunities it can pursue, it is involved in large projects and utilises its international network where it needs additional resources. Its lawyers have built a good reputation handling power generation, oil and gas, renewable energy, pipeline, and refining and petrochemical projects.
Recent highlights include advising Sinopec on its acquisition of a 10% stake in Sibur, Russia’s largest vertically integrated gas processing and petrochemicals business; advising GCL-Poly Petroleum Holdings on the entry into production sharing contracts covering five blocks in Ethiopia, downstream developments and related LNG export infrastructure; and advising TerraPower in its ongoing nuclear power project development, including its recent formation of a joint venture with China National Nuclear Corporation.
Energy, infrastructure, and natural resources are core areas for Watson Farley and Williams and it has developed a strong reputation for finance. The firm also advises on construction and installation contracts and risk identification. The firm represents lenders, investors, project sponsors, governments and contractors.
In June 2015, Linh Doan joined the firm’s energy and infrastructure group as of-counsel, establishing an alliance with her firm LVN & Associates after splitting from a relationship with Orrick Herrington & Sutcliffe.
Highlights include acting as English law counsel to JAKS Hai Duong Power Company on the $2 billion Hai Duong Coal-Fired Power Project; advising Vietnam’s ministry of industry and trade in entering and implementing the 1200MW Nghi Son 2 Coal-fired power project in Vietnam and advising the same client on the $2 billion BOT (build-operate-transfer) for the Vinh Tan 3 coal-fired power project.
Zhong Lun is one of the strongest independent firms in the PRC. It has seven departments and 19 practice groups across 12 offices. Its construction and infrastructure practice group has developed a sturdy reputation in complex bidding processes, large public building projects and construction disputes. The firm has experience in financing urban infrastructure projects under PPP (public-private partnership) models.
Highlights include advising Powerchina Road Bridge Group on the Rmb14 billion Hangzhou Dajiangdong road project, the first transportation project in Zhejiang province to utilise the PPP model, assisting Wuhan Investment and Development in the Rmb4.5 billion project for Wuhan Longwangzui sewage treatment plant; and advising Zhongye Jiangtong Aynak Mining Company on its $3 billion copper mine project in Pakistan.
Traditionally, Allen & Overy’s reputation for finance precedes itself, and in project finance it has an experienced team of lawyers in China and Hong Kong that work closely with its global projects group in advising on both China outbound and inbound projects, including project finance transactions.
In the financial regulatory space, the firm has strengthened its practice by hiring Charlotte Robins as a partner in Hong Kong from Norton Rose Fulbright. In M&A the firm provides English, Hong Kong, US and Australian law advice on public and private M&A, privatisations, private equity, joint ventures, capital markets and restructurings; and it was one of the first international firms to establish a Asia-Pacific antitrust practice when François Renard relocated to Beijing from Brussels in 2008 just as China implemented its competition regime.
One client that has worked with the firm on a range of corporate matters says: “Allen & Overy have been advising me on a complicated joint venture project with a Chinese state owned company. Its service level is outstanding and its ability to leverage resources in China as well as in Hong Kong and the UK has been very useful as well as in related specialist areas such as antitrust regulation and corporate governance.”
Francois Renard and Susana Ng have been singled out for praise: “The two lawyers at Allen & Overy who assisted me with matters related to the Competition Ordinance are extremely competent and trustworthy counsel, they are familiar with the business of my company as well as the trade, and are able to provide me with comprehensive and practical advice to help me do my job.”
Finance highlights include advising Pertama Ferroalloys on its $446 million project financing of one of the first large-scale manganese and ferrosilicon plants in Malaysia; advising on a $3 billion refinancing facility for MGM China Holdings; and advising Chinese lenders, including China Development Bank, on the $1.4 billion development and financing of the 1200MW Vinh Tan 1 BOT coal-fired power project.
In one competition highlight, the firm advised Berkshire Hathaway on the Mofcom merger control filing of its $37 billion acquisition of US company Precision Castparts, a manufacturer of metal components and products to the aerospace industry.
The firm’s regulatory practice acted for Bank of China as issuer in its issuance of panda bonds in China’s interbank bond market. The issuance sets the scene for foreign issuers to access the China onshore interbank bond market and is likely to be the beginning of a further opening-up of the PRC domestic market.
M&A highlights include advising Hewlett-Packard in forming a $4.5 billion strategic partnership that brought together the Chinese enterprise technology assets of Hewlett-Packard with China's Tsinghua University; advising UnionPay in its European expansion, including its acquisition of a significant stake in Trionis, a Belgium-based company providing interbank payment card services within the Euro payments area; and advising ChemChina, a Chinese state-owned chemical company listed among the Fortune 500, on the acquisition of a 12% stake in a Switzerland-based international commodities trading company called Mercuria Group.
The Shanghai team of this medium size New York-based firm concentrates on US-China cross-border transactions. Last year, corporate partner Steven Wright left the firm for Hogan Lovells in Los Angeles. In the same year, the firm was appointed by the Shanghai Financial Services Office (SFSO) to become part of the expert committee of SFSO’s Qualified Domestic Limited Partnership pilot programme. The committee is responsible for initial review and evaluation of applications submitted by international hedge funds aiming to raise funds in China for the purpose of investing in international securities markets outside China. It has also provided a number of US companies advice on PRC regulatory matters.
“It is very accessible and really has the right knowledge I am looking for which is very important for me. It is very patient and commercially patient too,” says one client.
Deal highlights include acting for a US firm on a proposed share exchange under PRC law.
As to M&A, it advised ASP FiberMark on a $120 million divestiture of FiberMark’s China business to Neenah Paper; and acted for Yin Lun Machinery on its acquisition and financing matters of its 100% equity interests in Thermal Dynamics, a US manufacturer.
Baker & McKenzie is a strong US brand known for its efforts to embed itself in the markets that it ventures into, and its story in China and Hong Kong does not buck the trend. In April 2015, the firm established and launched the Baker & McKenzie FenXun (FTZ) Joint Operation Office in the China (Shanghai) Free Trade Zone, which is the first joint operation approved by the Shanghai Bureau of Justice and enables international and PRC law capacity from a single platform.
In finance matters the firm is highly active in aviation finance and other areas ranging from syndicated loans to project finance. There have been some changes in the capital markets practice with the additions of Ivy Wong and Man Chiu Lee from Skadden Arps Slate Meagher & Flom and Locke Lord, and the promotion of Wang Hang to partnership. Despite a silent structured finance and securitisation market, the firm is experienced in providing innovative structures in different asset classes from timeshare receivables to automobile and franchise loans.
Baker & McKenzie’s financial services regulatory expertise moves across the spectrum of banking, insurance and securities on the contentious and non-contentious fronts; and with strong private funds capability, it is also very strong in pension funds and onshore domestic Rmb funds. In the research period, Edwin Wong relocated to Hong Kong from London where he was at Gibson Dunn & Crutcher.
In M&A the firm has vast experience aiding private and public listed companies in their domestic and overseas activities across the energy, technology, media and communications, real estate, pharmaceuticals, financial services, and automotive sectors.
Despite the progress of Stephen Crosswell with his Hong Kong competition law expertise and the ability now to deal directly with Mofcom and PRC regulators through the joint operation with FenXun, there have been changes in the firm’s competition practice with Eva Crooke-Santner’s return to the London office and Michelle Gon’s move to McDermott Will & Emery.
Clients have been pleased with the services received by the firm with one describing it as having a “very dedicated team with broad industry expertise, and great collaboration across the Asian region”.
Karen Man and Grace Fung are two lawyers that have been praised: “They’re very helpful, experienced and knowledgeable. They know the details and issues well. In particular of Grace, she is efficient, knowledgeable and sharp in answering our queries on regulatory issues and even coming up with ideas from commercial aspects. I absolutely would recommend them to anyone and would use their services any time when needed!”
Banking highlights include advising HSBC in a $597 million syndicated term loan facility to China Hongqiao Group; and advising on a $90 million syndicated term loan facility to Yingde Gases Group Company as guaranteed by its major offshore subsidiaries with an accession mechanism for future offshore subsidiaries to join this deal as additional guarantors.
In capital markets the firm kept busy advising CRCC High-Tech Equipment Corporation on its $359 million global offering and HKSE listing; advising CRRC Corporation in its $600 million zero coupon convertible bonds issue due 2021; and advising Far East Horizon in an update of its $4 billion MTN programme.
In one disclosable securitisation highlight the firm advised BMW Automotive Finance on the third securitisation of its auto-loan receivables deriving from the financing granted to some of its customers in China.
In two disclosable competition matters, the firm advised FedEx on the Chinese merger clearance aspects of its €4 billion acquisition of TNT; and advised Kering on distribution strategies and in reviewing relationships with suppliers and distributors in anticipation of the implementation of the Hong Kong competition ordinance.
Highlights in financial services regulatory include advising China Everbright Bank on the structuring and establishment of its investment banking platform in Hong Kong; and advising Reorient Group, a provider of financial services businesses in Hong Kong and the US, on its establishment of a joint venture company in China.
In investment funds, the firm kept active advising Gaw Capital Partners on the formation of its 5th flagship private equity real estate fund, Gateway Real Estate Fund V seeking to raise $1.3 billion; and advising the same client in the formation of two other private equity funds established to acquire properties in Seattle and London.
M&A highlights include advising APG Asset Management, the Dutch pension asset manager, on its establishment of a $1 billion joint venture platform with e-Shang and its Seoul-based subsidiary Kendall Square Logistics Properties; advising Bright Food on the $123 million acquisition of Miquel Alimentacio, the second largest food distributor in Spain; and advising Shanghai Electric Group on its €93 million intended strategic cooperation with Manz.
Broad & Bright is a full-service PRC law firm that provides a range of legal services for local and international clients. In finance, the firm specialises in project finance, leveraged acquisition finance, and mezzanine finance to off-balance-sheet finance and trade finance.
The firm is developing its capital markets capability and in Hong Kong it has an association with CFN Lawyers, which is focused on IPOs on the main or GEM board of the Hong Kong Stock Exchange.
Broad & Bright is experienced advising on corporate legal issues, and has advised foreign companies on establishing enterprises in China; has advised on assets or business restructuring, acquisitions and disposals; advised on corporate formation, dissolution and liquidation; and advised on obtaining government approvals, licenses, permits, and registrations. There has been movement in the firm’s M&A team over the research period with the hires of Yanjie Lian from Shanghai Xinhua Law Firm, Ren Jiang from Shell and Tracy Tang from Rovio Entertainment. There have also been departures as Dong Wang left for CKR law and Jinlin Sun departed for Jincheng Tongda & Neal.
Competition is where the firm really comes to the fore and it has cleared over 230 filings before Mofcom since 2008 and advised many clients in cartel and other investigations before the National Development and Reform Commission (NDRC).
In the past 12 months the firm has been active in a host of confidential corporate mandates. These include a $9.2 billion take-private transaction, restructuring mandates, divestments in the manufacturing sector, and merger control matters in the telecommunications space.
Cleary Gottlieb Steen & Hamilton in China isn't structured into individual departments as its multi-disciplinary lawyers act in a range of practice areas. However, it has two partners and one counsel that dedicates most of their time to capital markets, and it recently hired partner Shuang Zhao to its Hong Kong office from Shearman & Sterling.
The firm has a very strong M&A and private equity practice that is known for acting in high-end cross-border matters, and represents multinationals, private equity investors and hedge funds in inbound and outbound Chinese investment, joint venture transactions and pre-IPO investments, and it also has a leading practice in going-private transactions involving US-listed Chinese companies.
Cleary Gottlieb acts for international and local private equity firms in private equity fund formation in China, and its investment funds practice is adept at structuring and negotiating funds with an international investor base; advising on strategic minority investments in fund managers; advising on club deal and co-investment arrangements; and representing limited partners in their investments in private equity, real estate, special situations and hedge funds.
Capital markets highlights include advising Dali Foods Group in its HK$8.9 billion HKSE IPO; advising Legend Holdings Corporation in its HK$15.2 billion IPO; and advising Lenovo Group in its Rmb4 billion Reg S offering of 4.950% notes due 2020.
In M&A the firm was busy acting for China Life Insurance in its $3.6 billion purchase of China Guangfa Bank; and advising Yinyi Group in its acquisition of ARC Automotive from The Jordan Company. In one private equity highlight the firm advised a consortium comprising Hua Capital Management, Citic Capital Holdings and GoldStone Investment in the going private transaction of OmniVision Technologies.
In investment funds, the firm acted for Northstar, a Singapore-based fund manager, in the formation of Northstar Equity Partners IV, an $800 million South East Asia-focused private equity fund. It also represented BRV Lotus in the formation of BRV Lotus Growth Fund 2015, a Korea-focused growth fund.
Clifford Chance has a highly reputable finance practice in Hong Kong and China, and has strong relationships with China Development Bank and other Chinese policy and commercials banks.
Its equity capital markets team advised on a total of nine HKSE IPOs—including the two largest—in 2015, which was more than most non-PRC legal advisors; and its debt practice regularly advises international firms with foreign corporations and Chinese state-owned enterprises in issuances of panda bonds, dim sum bonds, formosa bonds, high yield bonds, hybrid securities, regulatory capital and MTN, CD and CP programme establishments. The practice was also boosted with the hire of Alex Lloyd from Sidley Austin. Also, the firm’s financial regulatory practice has been among the best of any firm across Greater China and Asia-Pacific for quite some time.
In M&A the firm has a deep bench with 12 M&A partners supported by over 70 M&A lawyers across Hong Kong, Beijing and Shanghai offices, and recently Andrew Whan relocated to Hong Kong from Tokyo and Roger Denny departed. The firm’s private equity practice was hit by the departure of Simon Cooke to Latham & Watkins, but it has history to its name and strong international and Asian clients such as CVC Capital Partners, Carlyle, Actis, and MBK, as well as sovereign wealth funds.
The firm’s antitrust practice in China and Hong Kong serves a global network of clients and is often busy with merger control and compliance work; and its restructuring and insolvency practice draws support from its specialists in arbitration, litigation, regulatory, capital markets, finance, corporate, real estate, intellectual property and tax.
Clients are highly satisfied with the level of service received from the firm, with one saying, “I have used a number of law firms over the past years and Clifford Chance is the best one I have ever worked with”.
There is individual praise for Anthony Wang: “Anthony is the encyclopaedia of law—he knows everything! Every time I work with him I learn a great deal from him.”
Finance highlights include advising Barclays Africa, Standard Chartered Bank, Industrial and Commercial Bank of China, Bank of China, Industrial Development Corporation of South Africa and Development Bank of Southern Africa as lenders on the $825 million financing of the construction and operation of a 300MW (2X150) coal-fired power plant and an adjacent coal mine owned by Maamba Collieries in Zambia; advising CDB, BOC and ICBC on a $4.7 billion term loan for President Dr Nestor Carlos Kirchner and Gobernador Jorge Cepernic Hydropower Projects on the Santa Cruz River in Argentina; and advising Hydro Power Lower Sesan 2 as the project company on the $700 million financing to be extended by China Development Bank Corporation and Bank of China for the Lower Sesan 2 hydropower project in Stung Treng province, Cambodia.
In capital markets the firm has been busy advising China Railway Construction Corporation on its $500 million H-share convertible bond; advising HTSC on its $5 billion IPO in Hong Kong, the largest since AIA's IPO five years ago; and advising China Energy Engineering Group in its $1.8 billion H-share listing on the HKSE and Rule144A offering.
In competition the firm acted for Pfizer on filings in various jurisdictions including China with regard to its $160 billion pharmaceutical merger with Allergan; and in restructuring and insolvency it advised the provisional liquidators of China Fisheries Group, a Singapore listed company with global interests including the largest anchovy producer in Peru.
In one disclosable financial services regulatory highlight the firm advised and acted for former director Peter Lee Chung Hing of CITIC in relation to market misconduct allegations made by the SFC.
M&A and private equity highlights include advising Bank of China on the sale of Nanyang Commercial Bank for $8.8 billion to Cinda Financial; advising New World Development's subsidiary NWS Holdings and Chow Tai Fook Enterprises on a $600 million joint venture with US aircraft leasing company Aviation Capital Group to form Bauhinia Aviation Capital; and advising CVC Capital Partners on its disposal of 100% of Education International Cooperation to a consortium led by NLD Investment, a Chinese private equity fund, in partnership with the management and the founder of EIC.
Led by partner Ulrike Glueck in Shanghai, CMS’s M&A team in China acts for European companies in this jurisdiction, particularly multinational German corporations on cross-border matters.
During the research period, almost all deal highlights involved Glueck. Significant examples include advising buyer Schuler in its acquisition of a Chinese machine tool manufacturer where the buyer employed a Chinese non-holding company subsidiary as acquisition vehicle; advising a German company on Chinese aspects of its acquisition of the company’s multinational rival; and advising a German company on an acquisition project of three domestic PRC companies. The firm also advised another German corporation on an establishment of two joint ventures with a state-owned listed company, the project is key for the corporation to penetrate China’s market.
The team demonstrated its full service capacity in a restructuring matter that involved the transfer of the entire intellectual property of a client’s Chinese subsidiary in the energy sector.
The firm has a strong Spanish client base. The Shanghai office, shared with Gide and Chiomenti, comprises seven Chinese corporate lawyers and is led by Spanish partner Omar Puertas. The firm is planning to open an office in Beijing office, and its lawyers advise a number of prominent Iberian manufacturing companies, especially those in the heavy industry sector, such as Batz, Fagor and CSA.
The Chinese practice brought in a new corporate partner, Gerard Hernández, from its Barcelona Office last August. Hernández has extensive experience in international transactions, real estate and construction, as well as international M&A practices.
Deal highlights in M&A mostly involve joint venture work. For example, the firm acted for Beabloo, a technology company, on the company’s expansion into the Chinese market and joint venture deals. It also advised LlaoLlao Asia, a Singaporean group, on its activities in China such as franchising schemes and joint venture deals; and advised Bezares, a Spanish automotive hydraulic transmission system manufacturer on its joint ventures with Zhejiang Power Transmission Equipment.
On the seller side, the team represented RCD Espanyol’s, a premier league football club, majority shareholders on selling 45.1% of the company’s capital stock to Tastar Group, a Chinese group.
Regarding the restructuring practice, the firm advised Caamaño Asia (Kunshan) on matters addressing the company’s expansion in Asia and corporate restructuringin China.
The firm’s professionalism earned plaudits from a client: “It is familiar with Chinese and International law. The lawyers are not only very professional but also provide a good service attitude that is absent in other law firms.” Another Chinese client says: “The team knows the industry and the relevant law well.”
Brendon Wu, partner, was the recipient of praise from a client: “He is a good leader. He is very good at training his team. While there were times his team needed reshuffles, he always managed to bring back a well-trained team.”
DaHui is experienced in acting for notable investment banks such as Credit Suisse on capital market projects. The firm’s M&A team continued to grow and now has over 80 members covering a wide range of industries across TMT, energy, healthcare and education. It also brought in a new partner, Tian Liu, from White & Case this year to its private equity, M&A and capital markets practice.
In the capital markets, DaHui attracted high profile venture capital investors and gained high calibre matters last year. Examples include representing Chengwei in its $100 million investment in APUS Group; acting for Matrix Partners China on its Series A investment in Edaixi as well as its investment in Zhenrongbao; and advising Chunwei Capital, a famous venture capital fund, in its equity investment in Hinabian.
In M&A, landmark deals include representing Kaile Science and Technology in acquiring full ownership of Shanghai Vanzo Communication Technology, a Sino-foreign joint venture. The deal involved an unusual arrangement of issuing new shares to an offshore entity. The firm also advised Dragan Pipe in its Rmb1.7 billion ($254.2 million) acquisition of Muzhiwan Beijing and Sooying Hangzhou. At
In the regulatory space, the firm advised a leading Chinese telecom market player on an overseas investment project; and acted as outside counsel to Xinyuan Real Estate in regulatory and compliance issues related to its Chinese and international operations.
Davis Polk & Wardwell's Beijing and Hong Kong offices are functionally one and the same. The firm has developed a robust US, Hong Kong and English law transactional practice, integrating its China practice into the global practice. In the past 12 months it has been active in the capital markets, acting in four of the five largest Hong Kong IPOs in June and two of the first few issues after the NDRC Foreign Debt Notice was issued.
In China M&A and private equity, the firm has acted for clients such as Meituan, Shanda, Huatai Securities, UCar, IDG, Delta Airlines and China Postal & Savings Bank.
Capital markets highlights include advising CICC on its $708 million IPO and HKSE main board listing; advising the underwriters on the $2 billion IPO and HKSE main board listing of Legend Holdings Corporation; and advising the underwriters in the Regulation S offering by China Railway Construction Corporation of $500 million zero coupon H-share convertible bonds due 2021.
M&A highlights include advising the special committee of the board of directors of E-House Holdings in the going-private acquisition of E-House for $6.85 per ordinary share or American depositary share by a consortium consisting of Xin Zhou, Neil Nanpeng Shen, and Sina Corporation; advising Huatai Securities on its $780 million acquisition of AssetMark Financial Holdings from Aquiline Capital Partners, Genstar Capital and key management members; and advising Syngenta in its $43 billion sale to ChemChina.
“It is very patient and has a very strong commercial sense that it offered real commercial environment risk analysis to us. It is very attentive, which is its strength,” says one client about the Shanghai office of this Dutch firm. The firm has a track record of handling cross-border deals with a strong Asian component. Headed by M&A partner Gaby Smeenk, the Shanghai team focuses on M&A projects alongside other practices including regulatory, compliance and litigation.
In the banking space, De Brauw advised China Development Bank on its $3.5 billion credit facility to Petrobras, a Brazilian oil company.
In the capital markets, the team acted as GenScript Biotech’s counsel on its listing on the HKSE last year.
Regarding M&A, deal highlights, on the seller side, include advising on the $2.8 billion contemplated divestment by Philips of a majority stake in its LED business to the Chinese consortium Go Scale Capital; assisting SNS REAAL on its divestment of VIVAT Verzekeringen, a Dutch insurance company, to a leading Chinese insurance company Anbang; and working on a $1.8 billion sale by NXP of its RF Power business to Jianguang Asset Management. On the buyer side, the team acted for CMST Development in the $60 million acquisition of a 51% stake in Henry Bath from Swiss-based commodities trader Mercuria; and advised Yokohama Rubber in acquiring the Alliance Tire Group for $1.179 billion.
One of the big legal market stories in recent times has been the combination between Dentons and Chinese firm Dacheng Law Offices that formed a new 6500 lawyer outfit.
It was only the second time a Chinese firm completed a substantial merger with an international firm, the first being the combination between legacy Chinese firm King & Wood, Australian outfit Mallesons and the UK's SJ Berwin, which formed King & Wood Mallesons.
The mega-firm operates under a Swiss verein structure, a form of voluntary association where members do not share commercial or professional liability for the debts or actions of other member firms and often do not share revenues or pool profits. In many ways this was a good fit for Dacheng as it previously followed a commission-based model where each partner is an individual profit centre.
The firm’s stream of activity continued with the hires of five partners to its Shanghai office in July, with Feng Liu and Yueying Dong joining from Shenda Law Firm, Hu Min arriving from Shanghai Donghong Law Firm, finance partner Wang Shanliang joining from Tiantai Law Firm, and Hu Hongwei from HHP Attorneys-at-Law.
In one highlight the firm advised on the $1.2 billion establishment of a joint venture between Daimler and Nissan Motor in North America focused on producing high-quality compact cars at a reduced production cost.
The firm’s competition practice is led by Jet Deng and Ken Dai. The firm is regularly active in merger filing and handled 15 filings last year, and as antitrust investigation and antitrust litigation work is in the ascent the practice took its fair share acting in 8 investigations and 5 litigations last year.
In one disclosable competition highlight the firm advised TH Swarein antitrust private litigation against the Department of Education of Guangdong Province on grounds of abuse of administrative power. The firm won a first instance judgment for the client before the Guangzhou Intermediate Court.
DLA Piper’s finance practice acts for financial institutions, insurers, borrowers, lenders and private purchasers in a range of transactions including project finance, structured finance, syndicated loans, bond issues, structured trade and commodity finance and general lending. In project finance it acts on a large number of energy, natural resources, projects and infrastructure mandates. Its capital markets practice hired Christina Loh from Jones Day and Janny Tai from Morrison & Foerster, and lost Yeti Ho to CFN Lawyers in association with Broad & Bright.
The firm has a dedicated team of eight lawyers in funds formation, and is active in real estate funds, hedge funds and private equity funds.
DLA Piper’s M&A practice has been busy and was boosted in the research period by the addition of a dedicated private equity team led by partner Gloria Liu, and including Sue Yang and Jean Jiang, all from Goodwin Procter.
In restructuring and insolvency, the firm has a dedicated team and special situation practice advising across the spectrum of distressed work from formal insolvencies through to bank workouts, bond restructurings and other special situations.
A longstanding Chinese international conglomerate client that works with the firm’s M&A team says: “We've been with DLA for six years. It has helped us on a lot of international M&A deals, especially insurance deals, which is crucial to us because it’s consistent with our main strategy, insurance-oriented comprehensive financial investment. Overall, its service is excellent and its response is efficient and also practical since it knows the industry very well. After these years of cooperation, not only its in-depth industry knowledge, but also its understanding of our business model, makes the process smooth and helpful. Its price is reasonable and the value is beyond its price.”
One client familiar with the firm’s restructuring and insolvency team says: “DLA is good at outlining issues and options available in a highly complex situations. It is flexible and coordinates well with other firms, and its partners are well connected in the region and have assisted in bringing other resources into the situation, opening alternative communication channels if needed.”
Finance highlights include advising Mettlesome Investments (Cayman) II as borrower, in its $1.2 billion loan—guaranteed by Fosun International and provided by Agricultural Bank of China, Industrial and Commercial Bank of China, Bank of China—for the acquisition by way of merger of Ironshore; advising the founder and management team on $300 million management facilities relating to a $800 million leveraged buyout facility for the privatisation of WuXi PharmaTech from the NYSE; and advising lenders—Agricultural Bank of China, China Construction Bank, Mizuho Bank, Scotiabank and HSBC—on a $1 billion club facility to Sinopec Canada Energy to refinance its intercompany loan in connection with an acquisition of an interest in an LNG project and upstream oil and gas assets in Canada.
In the capital markets the firm was busy advising Beijing State-owned Assets Management on its debut $1 billion offering of dual tranche bonds; advising Zhuangyuan Pasture on its HK$186 million listing and IPO of H-shares on HKSE’s main board; and advising Essence Corporate Finance as the sole sponsor, Essence International Securities as the sole global coordinator, Essence International Securities and Haitong International Securities as joint book runners and joint lead managers, and SBI China Capital Financial Services as the co-lead manager on the HK$707 million listing of China Greenfresh Group on HKSE’s main board.
In one hedge fund highlight, the firm advised Serenity Capital Management in the restructure of Serenity Investment Fund Structure to relocate US investors in Serenity Investment Master Fund to a bespoke US feeder fund.
M&A and private equity highlights include advising Hillhouse Capital in the $15 billion merger of Meituan.com, an e-commerce platform connecting consumers and merchants, and Dianping Holdings, a restaurant reviewing application; advising Asia Pacific Medical Group and its management shareholders on the sale of control to Bain Capital for $90 million, with Bain committing over $80 million of new capital to build a new gamma knife hospital in Shanghai post-closing; and advising advised Fosun International on its $463 million investment in Ironshore.
In one restructuring and insolvency mandate, DLA Piper acted for three separate bank steering committees that represent over 30 creditor banks in the restructuring of the Pacific Andes group and its major business, China Fisheries Group.
East & Concord is known for its infrastructure, natural resources and mining practices. The firm made two new hires last year to strengthen its banking and finance department: Yue-Ping Zhong from Wongheng Partners and Li-Hong Ma from Winners Law Firm. Zhong is a New York and China dual-qualified lawyer. She is experienced in the VIE and TMT fields. The firm mainly focuses on onshore deals.
On the banking side, the team represented a confidential bank in a debt restructuring and financing project of Rmb25.3 billion ($3.8 billion).
In a series of confidential M&A transactions, the team advised domestic Chinese corporate sellers in sales of domestic businesses to local and foreign acquirers, some of which involved values over Rmb1 billion. The team also had a role advising on Chinese regulatory issues.
Shanghai-based EY Chen & Co was founded in 1998 and also has offices in Beijing and Hong Kong. It has over 100 professionals with particular expertise in capital markets, M&A, competition and corporate regulatory matters.
The firm is particularly strong in the healthcare, automotive, TMT and retail industries and acts for multinational companies, as well as state-owned, publicly listed, and privately held companies.
Capital markets highlights include advising Jiangsu Wan Lin Modern Logistics in its IPO and listing on the Shanghai Stock Exchange; and advising Jiangsu Jiujiujiu Technology in a backdoor listing by buying 100% equities of Shaanxi Bicon Pharmaceutical by issuing shares, with a transaction value amounting to Rmb7 billion.
In private equity, the firm acted for KYEE in its Rmb221 million C round financing and advised Lingsheng Electronic Commerce in its Rmb 10 million B round financing.
Fangda Partners’s finance practice is especially strong in acquisition finance and non-recourse or limited recourse project financing and infrastructure development projects.
The firm’s capital markets team, that has TMT expertise, has been particularly busy in work involving the return to the domestic market of companies delisted from overseas markets. It has hired partners Dong Wu and Xueyan Jiang from rival Haiwen & Partners.
Fangda Partners was one of the earliest entrants into the PRC fund formation market with clients such as Carlyle, KKR, Morgan Stanley and Oaktree, and its team has the dual capacity to advise on onshore Renminbi and offshore US dollar fund formation matters.
M&A is one of the core practices of the firm, and its corporate group also advises on matters such as labour law, pension funds, and environmental protection.
Its competition team is a strong choice for private equity firms, investment banks, and international law firms when it comes to merger-filing and deal-structuring advice for PRC-related M&A transactions; and its restructuring and insolvency team regularly acts for debtors, secured and unsecured creditors, creditors' committees, bondholders, trustees, and receivers.
A large professional services company who worked with the firm in restructuring and insolvency mandates describes the firm as having “very responsive lawyers with strong technical and local knowledge”. Gao Yang was described as “very experienced and diligent”.
Finance highlights include advising HNA Aviation Group in a $1.6 billion commercial loan facility and lending syndicate arranged by Industrial and Commercial Bank of China to finance HNA Aviation’s acquisition of the Swissport Group entities; advising a syndicate led by Wing Lung Bank in the refinancing of previous loans borrowed by Kaiyuan group for development of onshore properties; and advising a syndicate led by Bank of China in a Rmb2.7 billion syndicated term loan facility for financing the acquisition of certain reserved lands in Huangpu District.
In the capital markets the firm kept busy advising Focus Media Holding in its backdoor listing on the A-shares market on the Shenzhen Stock Exchange; and advising BeiGene in its $169 million Nasdaq IPO in the United States of close to eight million American Depositary Shares (ADSs).
In one investment funds highlight the firm acted for River Hill in forming and structuring a parallel Rmb400 million/$40 million venture capital fund.
M&A highlights include advising Xiaoju Science and Technology in its $6 billion merger with Travice; advising a consortium of investors including the company’s chairman Mr Zhou Hongyi, Citic Guoan, Golden Brick Silk Road Capital, Sequoia Capital China, Taikang Life Insurance, Ping An Insurance, Sunshine Insurance, New China Capital, Huatai Ruilian, and Huasheng Capital in the $9.3 billion take-private transaction of Qihoo 360 Technology; and advising Alibaba Group in its $4.6 billion investment in Suning Commerce.
The competition team was busy acting for Nokia in the Chinese merger filing of the acquisition of Alcatel-Lucent and secured the conditional clearance from Mofcom; and the restructuring and insolvency team acted alongside KPMG for the liquidators of Titan Group Investment in a case that involved insolvent liquidation in the British Virgin Islands and restructuring and disposal of distressed assets in China.
Some big news for FenXun Partners of late has been the establishment and launch—in April 2015—of the Baker & McKenzie FenXun (FTZ) Joint Operation Office in the Shanghai Free Trade Zone, which was the first joint operation approved by the Shanghai Bureau of Justice enabling PRC and international law capacity from one platform.
The joint operation allows the firm to better service clients for cross-border M&A work and offer insight on merger control rules and enforcement policies in China.
Competition highlights in the past 12 months include advising Georg Fischer and Linamar Corporation on the Chinese merger control aspects of the establishment of a joint venture in North America; advisingAntofagasta on the Chinese merger control aspects of its $1 billion acquisition of Compania Minera Zaldivar; and advising. Ecolab on the Chinese merger control aspects of its Rmb1.1 billion acquisition of Jianghai Environmental Protection.
This international law firm has a strong presence in Spain. It is of no surprise that its Chinese office appeals to Spanish clients regarding inbound projects, and Chinese clients for their Spanish transactions. It has experience in the establishment of corporate entities and providing assistance in dealing with different administrative matters in China for foreign companies.
The commercial understanding and customer-focused approach of the team are well received. Clients refer to the firm as “very client-oriented” and one states a preference for the firm because “it always makes time available for me and its fiscal and commercial knowledge is very strong”. Another client adds: “It understands the difference between Chinese and Spanish law as well as the cultural differences. It is very supportive, and offers more than a legal approach to the issues.”
The leading partner of the Beijing office, Manuel Torres, received individual praise: “He was more like a colleague than just a service supplier. He is not a theoretical man, he is a very practical. He makes us feel secure of what we and it is doing. We feel that we are doing things in the right way.”
Cross-border M&A deals have kept the firm busy last year. The team provided legal advice for a Chinese bank in relation to foreign direct investment in mainland China; assisted a Chinese-listed company in an acquisition of a Spanish real estate company; and acted as the sole legal advisor to a proposed joint venture LNG terminal project in China in the form of equity acquisition. It also advised and assisted an equity and IP transfer deal.
As to insolvency matters, the firm provided advisory services with regard to the liquidation process of a China-listed company.
The strength of Gibson Dunn & Crutcher’s China and Hong Kong M&A practice is apparent from the high value international transactions it picked up in the past 12 months. The firm leverages its US, Europe and Asia teams to provide clients with legal services.
In project finance, it advised First Gen Corporation on all aspects relating to three of its four gas-fired power projects, the aggregated value of which is $1 billion. Medco Engergi International also instructed the firm in its bid to become the developer of the PLTG/U Jawa 1 Project, a power plant in West Java. Elsewhere in a series of confidential transactions, the team was highly active in banking matters acting for lenders such as the Bank of the Philippine Island. The firm also demonstrated its capabilities through its engagement in high volume regulatory and restructuring work last year.
In the M&A space, on the buyer side, highlights include representing a Chinese buyer consortium consisting of Hua Capital , CITIC Capital and CITIC Capital Holdings, and GoldStone Investment in the $1.9 billion acquisition of OmniVision Technologies; advising an Asian telecom service provider on its proposed acquisition involving a debt restructuring of over $2 billion; and advising Nanjing Xinilekou Department Store on its acquisition of 100% shares in China Cord Blood for $1.4 billion. The firm also advised Ningbo Joyson Electronic Corporation on its $1.5 billion acquisition of Key Safety Systems.
On the seller side, the firm acted for Capital Today Group, a China focused private equity fund, in relation to a $3.6 billion sale of online marketplace Ganji.com to 58.com. It also worked with GE Capital in respect of a $483 million sale of its interest in Asia Satellite Telecommunications Holdings.
In investment funds, the firm’s Beijing and Hong Kong offices advised seven out of the 10 biggest conglomerates in the Philippines. Significant deals include advising AP Renewables in the issuance of its first climate bond in Asia-Pacific worth $225 million, which was also the first credit-enhanced project bond in South East Asia -excluding Malaysia - since the 1997 Asian financial crisis.
Grandall Law Firmwas founded in 1998 as a result of the merger between Beijing Zhang Yongtao Law Firm, Shanghai Wanguo Law Firm and Shenzhen Tangren Law Firm.
It has an extensive footprint in the PRC with offices in Beijing, Shanghai, Shenzhen, Hangzhou, Guangzhou, Kunming, Tianjin, Chengdu, Ningbo, Fuzhou, Xi'an, Nanjing, Nanning, Jinan, Chongqing, Suzhou, Changsha, Taiyuan, Wuhan, Hong Kong, Paris, Madrid and Silicon Valley.
The firm acts for corporations, financial advisors, investors and underwriters, and has a solid tier 2 capital markets practice that involves corporate restructurings, IPOs and various types of fund raising. Its teams combine domestic and industry focus—with strength in energy, natural resources, infrastructure and financial services—to help clients in global capital raising activities.
Its M&A team increasingly follows its clients abroad to its overseas offices in Silicon Valley, Paris, Madrid and Hong Kong, and lays a firm platform for its increasingly important competition practice.
In one highlight in the past 12 months, the firm acted as PRC counsel to China Shipping Group in its $20 billion restructuring with China Ocean Shipping at the behest of the Chinese government by merging elements of the two state-owned container-shipping companies.
While not the largest firm in the PRC, Haiwen & Partners is one of the oldest private law firms in the market and with history to its name it has crafted itself a leading reputation in the capital markets having acted on the first treasury bond offering, the first B-share offering, the first H-share offering, the first ADR offering by a Chinese issuer, the first dual Hong Kong and New York listing, the first dual Hong Kong and Shanghai listing, and the first Rmb bond offering in China by an international development institution.
The firm also has a strong M&A and private equity practice, where it advises on fund formation, portfolio investments, managements and exits. It regularly acts for clients such as Advantage Partners, AIG Investments, Blackstone and Bain Capital. While many PRC firms have been caught by the outbound spirit in opening overseas offices, Haiwen & Partner is content with its domestic operation and is focused on advising the top international companies.
Capital markets highlights include advising Guotai Junan Securities in connection with its Rmb30 billion A-share IPO; advising Central Huijin Investment in connection with its Rmb30 billion bond issuance; and advising the underwriters in China Huarong Asset Management’s HK$19.5 billion H-share IPO.
In M&A the firm kept busy advising financial advisor CICC in Cosco Shipping and China Shipping Development's $70 billion merger into a new shipping group; advising Ingram Micro in its $6.4 billion sale to an investor group; and advising key client CICC again in Kingray New Materials Science and Technology’s $5 billion acquisition of Minmetals Group’s financial assets.
In one other highlight the firm advised China Investment Corporation in its $6 billion investment into Ant Financial Service Group.
Han Kun has a very strong aviation team with plenty of experience advising domestic and foreign aircraft leasing companies, commercial banks and domestic airlines in leasing and financing of aircraft and aviation equipment.
In the capital markets it is active advising many emerging Chinese companies and underwriters in IPOs, follow-on equity and debt offerings on overseas markets; and in the financial regulatory space it is experienced in assisting healthcare and pharmaceutical companies handle anti-bribery, procurement, and product registration regulatory matters.
The firm’s investment funds team has 25 dedicated fund specialists in Beijing, Shanghai, Shenzhen and Hong Kong and works on the formation of both Rmb funds and US dollar funds, completing about 100 fund formation projects per year.
In M&A the firm acts for publicly listed enterprises, private enterprises, state-owned enterprises and other PRC and international enterprises with clients such as Cofco, Baidu, Tencent and 58.com. Its private equity practice has been bolstered by the hires of Yaohua Hu from Commerce & Finance Law Offices, Sheng Li from Paul Weiss Rifkind Wharton & Garrison, Jun Wan from King & Wood Mallesons, and Rocky Jin from Jun He Law Offices.
The firm's competition team is focused on merger filings, cartel investigations, and litigation.
An IT client that worked with the firm’s M&A team says: “Its professional law consultants help us to reveal the legal model beneath our business planning, and the firm offers excellent service that supports our emerging company.”
One pleased investment funds client says: “Han Kun provided us with two services: fund establishment and angel investment activities. In both sectors it has demonstrated outstanding professionalism, knowledge and creativity.”
Lin Yixin is praised for his expertise in the IT industry, while Xue Bing is described as “competent, prompt and diligent” and James Yong Wang “a top quality expert who knows his industry in and out”.
Finance highlights include advising the bank syndicate with Bank of Communication as arrangers in the Rmb3.8 billion facility for a financing leasing company; advising C.banner in its £80 million acquisition financing of Hamleys; and advising ICBC Leasing in its US Ex-im Bank guaranteed $200 million financing of two Boeing 787 aircraft leased to Xiamen Airlines.
In the capital markets, the firm was busy advising Yusin Holding in its IPO and listing at the Taiwan Stock Exchange; advising Yirendai on its $100 million IPO at the New York Stock Exchange; and advising ICBCIL Finance in its $1 billion notes issue.
M&A highlights include advising Meituan.com and Dianping.com in its $20 billion strategic cooperation; advising Baidu in the closing of a share exchange transaction with Ctrip; and advising 58.com in its $412 million acquisition of a strategic stake in Ganji.com.
In private equity the firm advised a consortium of investors led by Coatue and Ping An in the Chinese ride-hailing service Didi Kuaidi’s $3 billion latest fundraising round.
In one competition highlight the firm advised Eastern Car Liner in the roll-on/roll-off car ocean shipping cartel investigations carried out by the National Development and Reform Commission (NDRC).
Herbert Smith Freehills’ (HSF) Greater China finance group is focused on acting for lenders and it is on the panels of banks such as ANZ, BNP Paribas, JPMorgan, Asian Development Bank and China Development Bank. In the research period, the firm has strengthened its finance offering with the lateral hire of William Ku from King Wood Mallesons. The firm is dominant in the Australian energy and infrastructure financing market and is leveraging this strength to the rest of Asia.
The firm’s capital markets practice advises issuers and underwriters on IPOs and placements, rights issues, block trades and accelerated entitlement offerings; and its debt capital markets practice works closely with investment banks, corporates, and sovereigns.
HSF has a top tier financial regulatory practice with five partners in Hong Kong and a further 20 regulatory lawyers, which is one of the largest of in the market.
The firm is known for acting in public takeovers, acquisitions, disposals and related corporate restructurings across Asia-Pacific, and its capability in private equity, China inbound M&A, capital markets and outbound M&A enables it to support clients in the life cycle of its China strategy.
In restructuring and insolvency, the firm advises on informal workouts, debt restructuring and asset reorganisation, to more formal procedures of receivership, liquidations and distressed disposals; and its competition practice is proficient in Hong Kong with the new competition ordinance and in mainland China with merger control, cartel and abuse of dominance investigations.
Finance highlights include advising ING Bank in a $75 million senior term loan and $10 million revolving credit facilities to Modern Dental Holding; advising Fortune REIT on a HK$3.2 billion term loan facility from a lending syndicate in Hong Kong with Sumitomo Mitsui Banking Corporation as the agent for the lenders; and advising Standard Chartered in its financing of E-land Fashion Hong Kong's $100 million short term loan facility.
In capital markets the firm kept busy advising State Grid Corporation on its $3.5 billion Rule 144A/Regulation S senior guaranteed notes issuance in Hong Kong; advising China Merchants Bank in its $5 billion MTN programme update and $500 million note drawdown; and advising Goldman Sachs on the $1.7 billion HKSE listing and global offering of H-shares of China Zheshang Bank.
In one competition highlight the firm advised Barrick Gold Corporation on the China merger clearance processes in relation to two joint venture arrangements, each with different counterparties.
M&A and private equity highlights include advising TCL Multimedia Technology Holdings on its HK$2 billion strategic tie-up with Mainland online video operator LeTV; advising Amcor Investment on its $13 million acquisition of 100% equity interest in BPI China from BPI; and advising Goldman Sachs on its $100 million proprietary investment into Indian e-tailer Pepperfry.com.
Hogan Lovells is particularly focused on onshore and offshore financings involving PRC banks and borrowers, and it is focused on both sponsor-led and corporate acquisition finance. Its China project finance team acted in financing transactions worth over $15 billion in 2015, and it is known for its strength in matters involving Latin America, acting for major Chinese financiers and borrowers there.
There have been some changes in the firm’s capital markets team, with the retirement of Jamie Barr and the departure of Terence Lau to Norton Rose Fulbright. However, the firm has brought in Sammy Li from Paul Hastings and Stephen Peepels from DLA Piper.
The firm’s financial services regulatory practice provides a range of contentious and non-contentious advice from licence applications to regulatory investigations and disputes.
The M&A team has 20 fee-earners, including five partners in Hong Kong, and works as one integrated Greater China team with Beijing and Shanghai across sectors such as financial services, technology, media and telecommunications (TMT), energy and natural resources.
Its competition team is known for strength in the TMT sector and maritime transport sector, while its restructuring and insolvency team acts on debt reschedulings and refinancings, workouts and restructurings, debt trading and distressed proprietary acquisitions, receiverships and liquidations.
Finance highlights include advising the bookrunners—BNP Paribas, Natixis, The Bank of Nova Scotia Asia and The Bank of Tokyo-Mitsubishi UFJ—on a €630 million term loan facility to CNRC Capital, guaranteed by its parent company China National Tire & Rubber which is a subsidiary of China National Chemical Corporation, for financing the acquisition of Italian tire maker Pirelli; advising underwriters—ANZ Banking Group, Bank of China, China Merchants Bank, Citibank, Citigroup Global Markets Asia, HSBC and Mizuho Bank—on $2.45 billion five-year term and revolving facilities to Tencent; and advising the Minister of Finance of the Republic of Ecuador in the execution of five loan deals worth $7.5 billion between the Republic of Ecuador and the People’s Republic of China.
Capital markets highlights include advising UBS as the placing agent in the placement of 658 million new shares of Far East Horizon for $586 million; and advising Morgan Stanley as placing agent in the placing of 145 million existing shares in China Medical System Holdings for $222 million and top-up subscription of 72.5 million new shares by the controlling shareholder.
In one financial services regulatory highlight, Hogan Lovells acted for CY Chau, a former director of CITIC, in market misconduct tribunal proceedings brought by the Securities and Futures Commission.
M&A highlights include advising Cinda on the $1.6 billion acquisition of all the rights and benefits owed to the seller in relation to a real estate development project in China from GuocoLand; advising Unisplendour, a Chinese information technology company, on its proposed $3.8 billion investment in Western Digital Corporation, a US computer data storage company; and advising LabCorp on its $6 billion acquisition of Covance, which will create the world’s largest healthcare diagnostics and testing company.
In one competition highlight the firm provided merger control assistance in Alstom’s sale of its energy business to General Electric; and in restructuring and insolvency it advised Hong Kong incorporated subsidiaries and their directors in the voluntary administration of Arrium in Australia.
Jia Yuan is a PRC firm with an established history. It was founded in 1997 and is known for its capital markets work in China, especially work on IPOs. Its expertise also extends to matters such as corporate restructuring, refinancing and M&A.
Equity capital markets highlights includeadvising
Dalian Port (PDA) Companyon the HK$4.33 billion private placement of 1.1 billion H-shares; and advising China United Travel on the Rmb3.7 billion private placement of 73 million shares on the Shanghai Stock Exchange.
The firm also acted for He Bei Huami Rubber and Shanghai Hooyi Displays & Fixtures Industries on their listings on the National Equities Exchange and Quotations, an alternative board in the PRC.
Jia Yuan has also had a busy year in the debt capital markets acting for Haitong International’s subsidiary in a €2.2 billion Eurobond, and Spring Airlines in an Rmb23 billion corporate bond. The firm also acted for Sinoma Cement and Sinoma China National Materials Company in issuances on the Interbank Money Market.
Jincheng Tongda & Neal (JT&N) was created in 1992 in Beijing and has grown to include over 450 lawyers in eight offices, with 200 involved in M&A.
The firm recently added new offices in Jinan and Hefei and brought in Biaochong Chen from Minmetals International Trust, Ran Dong from Beijing Giant & Goal Law Firm, Zhanglin Liu from Junzejun Law Offices, Xiaoke Zhang from Dechert and Yunyan Zhang from Anhui Chengyi Law Firm.
JT&N was one of the first PRC law firms to qualify in providing capital markets advice, and in M&A it is increasingly active in outbound work and is regularly engaged in mandates in the automotive, media, insurance, manufacturing, mining, pharmaceuticals, real estate, and technology fields. The firm is also experienced in acting for private investment funds and advisors in the private equity space.
An insurance company that worked with the firm on corporate matters says: “it’s very knowledgeable on the regulatory environment of the insurance industry; and it’s professional, efficient, and responsive.”
Capital markets highlights include advising the Bank of Zhengzhou in the HK$5 billion listing on the Hong Kong stock exchange; advising Zhejiang Starry Pharmaceutical in the Rmb360 million listing on the Shanghai Stock Exchange; and advising Guizhou Jiulian Industrial Explosive Materials Development in its Rmb1 billion private placement of 182 million shares.
Among a host of confidential investment funds mandates the firm was the sole legal advisor in the establishment of an investment fund aimed to invest in companies on China’s alternative board—the Beijing-based National Equities Exchange and Quotations (NEEQ).
M&A highlights include acting as PRC counsel on the $28 billion global merger of ACE and Chubb; acting as Chinese counsel on the $18 billion merger of Towers Watson and Willis; and advising Citi in its $3.5 billion sale of Citi’s and IBM’s interests in Guangfa Bank to China Life.
Jingtian & Gongcheng’s banking and finance team is known for its experience in cross-border deals, and in project finance and offshore SPV matters.
Capital markets is the firm’s traditional strength and it is known for its Hong Kong listings. In 2015 the firm formed a strategic alliance with international firm Mayer Brown JSM who are looking to expand its China platform.
The firm’s M&A practice was bolstered by the hire of Chen Jinjin from King & Wood Mallesons and it is has expertise in industries such as entertainment and healthcare with longstanding clients such as Wanda Group and New Hope Group.
The firm’s competition team has been very active in acting for Chinese Internet companies in resolving special merger control issues involving the VIE structure.
A banking client who has worked with the firm in the debt capital markets says: “The Jingtian team is experienced in bond offerings for Chinese companies and is able to address legal issues in a timely and commercial manner.”
In the past 12 months the firm has mostly been advising lenders in a number of confidential mandates.
Capital markets highlights include advising Dali Foods Group in its $1.1 billion IPO in Hong Kong; advising China National Nuclear Power on its successful listing on the Shanghai Stock Exchange; and advising the managers in the issuance of a multi-currency bond by the Bank of China that is set to aid China’s One Belt One Road initiative.
In M&A the firm was busy advising China CNR Corporation in its merger with CSR; advising Wanda Cinema Line in the $366 million acquisition of Hoyts Group; and advising the same client in its Rmb2.2 billion acquisition of China Movie Media Group and Shimao City Cineplex.
JunHe was one of the first private partnership law firms in China and has grown to become a household name. From the start infrastructure and project financing has been a core area of the firm, but it is also highly active in take-private financing, leveraged acquisition finance, aviation finance, and shipping finance.
The firm’s capital markets team is its largest practice group, and it is regularly acting in IPOs and in assisting with the formulation of regulations.
Since 2000, the firm has been heavily engaged in investment funds and has represented clients in over 50 fund formation and investment projects.
Its M&A team has over 100 attorneys recruited from top law schools and firms, and is formidable in the practice of equity investments, M&A and corporate affairs.
Out of 1300 antitrust filing approvals announced by Mofcom at the end of last year, the firm handled 180 of them, and it also active in investigation matters.
A multinational consumer and industrial sector client who has worked with the firm’s M&A team has described it as “responsive, practical and solution-oriented” and lawyer Hong Cheng has been described as “very professional” .
Finance highlights include advising Shanghai Pudong Development Bank on the $800 million syndication loan to Wuxi Merger and the $300 million syndication loan to the management group, which went towards the payment of cash for the merger with WuXi PharmaTech; and advising Beijing Municipal Commission of Transportation on the Rmb15 billion Beijing Line 16 subway PPP (public-private partnership) project.
Capital markets highlights include advising on the $3.8 billion guaranteed notes issue and offering by Cnooc Finance; advising Legend Holding in its HK$15 billion HKSE IPO; and advising BeiGene in its $158 million IPO and listing on Nasdaq.
In one competition highlight, the firm advised Novartis in securing the filing clearance of Mofcom with respect to the client’s $16 billion acquisition of GSK’s oncology business.
M&A highlights include advising China National Tire & Rubber (CNRC) in the €7 billion acquisition of Pirelli; and advising Itochu in the $484 million acquisition of 100% equity interests of KJT.
In the research period, K&L Gates has been working hard to develop its financial services regulatory and investment funds capability in Hong Kong to reflect the strength it has in the United States. The firm’s China investment management team includes lawyers from its Hong Kong, Beijing, Shanghai and Taipei offices; and in Hong Kong the firm brought in partner Michael Wong from Allen & Overy to build up the practice, where he splits his time between funds work and non-contentious regulatory matters.
Financial services regulatory highlights include advising Citic Securities in all of its swaps and derivatives negotiations with international counterparties including Goldman Sachs, Samsung Securities, JPMorgan, HSBC and UBS; and advising China Everbright on US investment adviser registration requirements in relation to its asset management entities in Hong Kong.
In investment funds, highlights include advising key client China Everbright on the formation of CEL Global Investment Fund, a $500 million private equity fund in the form of a limited partnership domiciled in the Cayman Islands; advising First State Investments in relation to sub-funds of First State Global Umbrella Fund authorised by the Securities and Futures Commission; and advising Elpis Capital on the $100 million formation of Elpis China Dynamic Fund, a Cayman Islands domiciled hedge fund.
With 20 partners and 59 lawyers across China, King & Wood Mallesons’ banking and finance team has solid coverage across China. Its practice has been bolstered by the hires of Lv Yinghao from the Melbourne office of King & Wood Mallesons, Laurence Yuan from the New York office of Paul Weiss Rifkind Wharton & Garrison, and Wu Shujun from China General Nuclear Power Group.
The firm has great depth in Asia and as the only international law firm able to practice PRC law, it is well placed for capital markets work such as A-Share, H-Share, red chip offerings and panda bond transactions.
The firm is strong in structured finance and securitisation and is especially noteworthy in Korean cross-border ABS deals, cross-border auto loan securitisations, and retail structured products.
Its investment funds practice has a team of lawyers focused solely on private equity and funds, and it is an expert in the formation and deployment of private equity funds in China.
The firm’s M&A team is noted for its high volume of transactions in Asia, and despite losing partner Joshua Cole to Ashurst, it has been strengthened by the hires of Wei He from JIC Investment and Shujun Wu, and the relocation of Neil Carabine from Australia; its competition team, which at six partners is the largest in mainland China, was boosted by the arrival of Yvonne (Yuanyuan) Cheng from Shearman & Sterling.
In restructuring and insolvency, the firm hired partner Gary Lock from Herbert Smith Freehills, thereby strengthening its debt restructuring, privatisation and delisting expertise.
An investment banking client that has worked with the firm in the debt capital markets says: “I worked with KWM on a bond issue recently and am generally satisfied with its performance. The lawyers that I have worked with are easy to communicate with, and it pays attention to details and gives legal advice based on the best market practice while catering to the commercial needs and particular issues in deal-specific context. It is familiar with the market trends and regulatory updates in the DCM markets both onshore and offshore and has first-hand information about PRC regulatory developments and its experience is particularly helpful so that the client may obtain a full picture from its one-stop service covering both offshore and onshore jurisdictions.”
There is individual praise for Urszula McCormack: “Urszula is excellent to work with. She has the kind of first-rate technical skills you look for in a regulatory lawyer and is an exceptional communicator. She is able to take complex concepts and show how they can be applied to practical situations. Urszula also is very accessible and can be relied upon to respond quickly to urgent questions. She also very reliable in delivering work within the agreed timeframe.”
Finance highlights include advising Export-Import Bank of China in a $700 million syndicated loan facility to Indonesia Guang Ching Nickle and Stainless Steel Industry; advising Shanghai Jin Jiang International Hotels in the $1.4 billion acquisition financing for Jinjiang Group's acquisition of Groupe de Louvre; and advising Standard Chartered Bank in the first aviation financing transaction in Tianjin Free Trade Zone.
In capital markets, the firm kept busy advising Bank of Qingdao in the issuance of a Rmb4 billion green bond in the national inter-bank bond market, which was the first ever issuance of a green bond among domestic city commercial banks; advising Industrial and Commercial Bank of China on its private offering of 450 million preference shares, raising Rmb45 billion; and advising Huatai Securities on its HK$39 billion HKSE IPO and H-share issuance.
In structured finance and securitisation matters, the firm advised Volkswagen Finance in the Rmb1.9 billion ‘Driver China two Auto Mortgage Securitisation Project’; it also advised Huatai Securities Asset Management on the establishment of an asset securitisation project called Rongyuan No.1 Asset-Backed Specific Plan; and advised Huitianfu Capital Management on its establishment of an asset securitisation project of the HTF Capital–Shimao purchasing–house receivables backed specific plan, which is listed for transfer on the Shanghai Stock Exchange.
One competition highlight includes advising NYK Line in its application for leniency in cooperation with the NDRC as part of its investigation against eight pure car carriers for participation in an international cartel among providers of maritime service for roll-on, roll-off cargo, such as cars and trucks, to and from China.
In investment funds, the firm advised on the formation of the Rmb1.5 billion investment fund raised by Orient Hongtai under Citi Orient together with the funds raised by Guo Hua Life Insurance and Haitong Capital to participate in the privatisation of China Mobile Games and Entertainment Group. It also advised Macquarie Infrastructure and Real Assets (MIRA) establish its Asian regional infrastructure platform with $3.1 billion in commitments.
M&A highlights include advising Fonterra Co-operative Group in its Rmb3.5 billion acquisition of a minority stake in Beingmate, an infant formula producer in China; advising Qingdao Haier in the $5.4 billion acquisition of GE’s appliances business; and advising Silk Road Fund on CNRC’s $9 billion acquisition of Pirelli.
In restructuring and insolvency, the firm advised Guangzhou Shipyard International Company in its $888 million assets restructuring, which involves core military assets.
Kirkland & Ellis’s banking and finance practice only focuses on sponsors across products such as leveraged finance, syndicated lending and project financings. The practice is in growth mode and it has brought in David Irvine from Linklaters and relocated Daniel Abercromby from its London office.
The firm’s capital markets practice has 40 legal professionals in Hong Kong, Beijing and Shanghai that are active in IPOs, convertible bond offerings, high yield and investment grade debt offerings, follow-on offerings and PIPE transactions.
Its capital markets team has worked together with its M&A team on over 13 take-private transactions involving Chinese companies listed on foreign stock exchanges, and its M&A team has hired partner Xiaoxi Lin from Davis Polk & Wardwell, but lost partners Jamii Quoc, Soo-Yien Khor, Michel Debolt, and Cheryl Yuan to Meridian Capital, Ontario Teachers’ Pension Plan, EpicGem, and Vimpelcom.
Kirkland & Ellis’s private funds group is very strong especially in private equity, and it is one of the largest and most experienced in the world. Its restructuring and insolvency team continues to go from strength to strength after the hires of Neil McDonald and Damien Coles with the more recent hire of Kelly Naphtali from Lipman Karas.
A private equity client that has worked with the firm in investment funds matters says: “Kirkland & Ellis advised us during our fund-raising last year and we were greatly impressed. The team, led by Justin Dolling and Jonathan Tad, was truly a pleasure to work with. It is professional, technically strong, and proactive. It stays on the frontier of the latest developments of the industry and provides high-quality advice to clients. It is firm, but practical; and it is tough, but reasonable. Kirkland & Ellis in our view has the best investment funds team in town.”
Banking highlights include advising Blackstone Singapore on its $405 million senior leveraged financing raised to partly fund its acquisition of at least 84% of Hewlett Packard Enterprise’s stake in Mphasis; advising Bain Capital Credit, on certain onshore and offshore financing aspects of its acquisition with Deutsche Bank of GE Capital’s Commercial Lending and Leasing portfolios in Australia and New Zealand; and advising Apax Partners on the financing of its acquisition of a minority stake in Shriram City Union Finance from TPG Capital.
In the capital markets the firm was busy representing 22 investment banks in the $2.5 billion global offering and listing on the HKSE of China Huarong Asset Management; advising a consortium of placing agents led by Goldman Sachs, China Galaxy International and Nomura in connection with the $3.1 billion placing of H-shares of China Galaxy Securities; and advising China Railway Signal & Communications Corporation on its $1.4 billion IPO on the HKSE.
In private equity and M&A, Kirkland & Ellis has been busy advising on private equity exit sales in China outbound transactions such as Evergreen Capital’s sale of its shares in Thermal Dynamics International to Zhejiang Yinlun Machinery, and TowerBrook Capital Partners’s sale of its shares in AIM Aviation Holdings to AVIC International Aero-development. In another deal the firm acted for a consortium of investors, including CITIC Guoan, Golden Brick Silk Road Capital, Sequoia Capital China, Taikang Life Insurance, Ping An Insurance, Sunshine Insurance, New China Capital, Huatai Ruilian, and Huasheng Capital in its $9.3 billion acquisition of NYSE-listed Qihoo360 Technology.
The private funds team has been busy advising Forebright Capital Partners, a spin-off private equity team from China Everbright, on the launch of its first private equity fund, the $400 million Forebright New Opportunities Fund; and advising Ascendent Capital Partners, an independent China-focused private equity firm, on the first and final closing of its second private equity fund.
Restructuring and insolvency highlights include advising the ad hoc steering committee of the bonds and convertible bonds issued by Kaisa Group Holdings in the restructuring of the company’s six tranches of offshore bonds and convertible bonds which have a combined value of $2.5 billion; and advising an ad hoc group of holders of senior secured notes guaranteed by Bumi Resources as part of the mining company’s restructuring.
Latham & Watkins has bolstered its leveraged finance capability this year with the hire of senior partner Gary Hamp from Hogan Lovells, and its finance practice also welcomed Manas Chandrashekar from White & Case. The firm’s China projects team is not only active in Asia-Pacific projects but also in projects in the Middle East and the US.
The firm’s debt capital markets practice has a strong base of Chinese clients including SOEs and private companies, and its high-yield practice has been strengthened by the arrival of James Burnett who relocated from its London office. In the equity capital markets the firm has a strong IPO practice, and is currently advising on over 10 Hong Kong IPO transactions in the pipeline, with issuers from industries such as financial institutions, technology, healthcare, and water treatment and public utilities.
Latham & Watkins China derivatives and structured products team has advised on over 34 transactions since 2015 at an aggregate of over $10 billion. In October 2015, the team was boosted with the hire of partner Yilong Du in Hong Kong who joined from Goldman Sachs.
The firm has historically been involved in the development of the private equity and leveraged finance markets in the United States and Europe, and as those markets evolve in Asia the firm is looking to play a bigger role. In the past 12 months it brought in partners Amy Beckingham from Freshfields and Simon Cooke from Clifford Chance.
A slowdown in the Chinese economy and fall in commodity prices has led to an increase in a number of bond defaults as resources companies accumulated bad debt, and Latham & Watkins’s restructuring and insolvency team will be looking to pick up the windfall.
One pleased investment banking client says: “Latham & Watkins in Hong Kong has consistently provided an extremely high level of service at a very competitive price. Posit Laohaphan and his team are some of the very top performers across structured finance and derivatives work in Hong Kong, and also offers the only top quality US securities law practice on the ground in the region. It links up with its teams in London and New York to provide global, round-the-clock coverage of the very highest quality. Posit is an extremely commercial lawyer, who has the rare ability to cut through to the key issues and provide robust workable solutions without compromising on quality. Our experience with the team at Latham & Watkins in Hong Kong has been nothing but positive.”
There was yet more praise for Posit Laohaphan: “Lathams is excellent at deals with a US angle. Posit Laohaphan is an excellent lawyer with great technical skills, and is always approachable and a pleasure to work with. Very professional yet personable.”
Finance highlights include advising Nord Anglia Education, a Baring Private Equity portfolio company, on its acquisition of six schools located in China, North America and Europe from Meritas and certain affiliates; advising lenders Citicorp International and China Citi Bank International in relation to term loan facilities for Hilong Holding, an oil field equipment and services company to refinance existing debt; and advising Bank of China, China Construction Bank, ING, and Barclays in £915 million term loans and revolving credit facilities for the refinancing of Baring Private Equity Asia and Bright Food's acquisition of Weetabix. In one project finance highlight the firm advised San Miguel Corporation as sponsors in the $400 million project financing for the Limay Power Project, a 300MW coal-fired generating facility in Philippines.
In the capital markets the firm was busy advising Top Spring International Company on the placement of its 6% secured convertible bonds due 2019 in two tranches to four investors; advising NNK Group on its HK$115 million Hong Kong IPO; and advising China Galaxy Securities on its $3.1 billion H-Share placing.
In one structured finance and securitisation highlight the firm acted for Morgan Stanley, Deutsche Bank, Mizuho and Goldman Sachs on Softbank’s issuance of $5.5 billion mandatory exchangeable trust securities convertible into Alibaba shares in three years.
Shandong Ruyi Technology Group, a large Chinese textiles company listed on the Shenzhen Stock Exchange, on its proposed acquisition of a majority stake in French fashion company, Sandro, Maje et Claudie Pierlot (Groupe SMCP), a KKR portfolio company. Kono Insurance, a multi-line general business insurer in Hong Kong, in its sale to Zurich Insurance. Catterton Partners on its joint venture between Catterton Partners, LVMH and Groupe Arnault to form L Catterton, a new consumer-focused private equity firm.
In one restructuring and insolvency highlight, the firm advised Melco Crown Entertainment on the restructuring of existing financings related to its $3.2 billion gaming and entertainment facilities.
Linklaters has strong China expertise and is known for its China financings. More than anything else, it is a leader in leveraged and acquisition finance and has acted for arrangers on more private equity backed leveraged buy-outs than any other firm in the region. The firm is keenly focused on projects and infrastructure and has sector experts leading project finance, and it is at the forefront advising on projects as part of the Chinese government’s ‘One belt, One road’ initiative. The practice was hit by the departure of finance and energy specialist Thomas Ng who left for Freshfields Bruckhaus Deringer.
In capital markets, the firm is experienced in a range of debt and equities products from vanilla bonds through highly structured hybrid securities and equity matters, and it has a niche practice in certificates of deposit and commercial paper. Its practice suffered departures this year as Kirkland & Ellis landed debt finance partner David Irvine in Hong Kong and Jon Gray joined Davis Polk & Wardwell in Tokyo, while capital markets lawyer David Ludwick joined Freshfields Bruckhaus Deringer.
The financial regulatory team combines experts from the non-contentious and contentious regulatory advisory space, and acts on matters from establishment, licencing and compliance policies and procedures, to investigations, litigation and arbitration.
In uncertain economic times, Linklaters’ structured finance and securitisation teams are advising clients on innovative financial instruments such as OTC derivatives and consistent approaches to structured equity and credit transactions.
In M&A and private equity, however, the firm has had a tough year. There have been a number of departures such as the head of its regional private equity practice, Chris Kelly, who left for White & Case—a firm that also took Peggy Wang, Kyunseok Kim and Pradyumna Mysoor. Paul Weiss Rifkind Wharton & Garrison poached corporate partners Betty Yap and Judie Ng Shortell in Hong Kong and Beijing and finance and energy specialist Thomas Ng are now with Freshfields Bruckhaus Deringer.
The firm’s competition practice helps its clients navigate antitrust risk in the rapidly developing enforcement environment in relation to merger control, compliance and investigations; and its Asia restructuring and insolvency team is experienced in advising on cross-border special situations, restructurings and insolvencies.
A leading Asia-based investment bank client that worked with the firm in the debt capital markets describes the firm as “professional and trustworthy”, and Michael Ng is described as “always very hands on and very willing to discuss any outstanding issues, and has a very good grasp of both legal and commercial issues”.
Banking highlights include advising China Construction Bank and other banks on the HK$39 billion term loan facility for China Cinda Asset Management to acquire Nanyang Commercial Bank; advising Baring Private Equity Asia on its $700 million first and second lien term loan B financing for its acquisitions of both the Vistra Group and the Orangefield Group; and advising on the HK$15 billion syndicated term and revolving credit facility to Sun Hung Kai Properties.
On project finance, the firm was busy advising CDB, ICBC, CCB and a group of Pakistani banks on the Thar Coal Mine and a 660MW IPP project financing in Pakistan; and advising CDB as lenders on the project financing of the 2 x 1000MW Jawa 7 Coal Fired Power Plant located in Banten Province in Indonesia.
Capital markets highlights include advising China Construction Bank Corporation on its $3 billion issue of non-cumulative perpetual offshore preference shares; advising Industrial and Commercial Bank of China on its $10 billion MTN programme and $300 million drawdown; advising on the $994 million green bond drawdown under a $15 billion MTN programme established by Agricultural Bank of China; and advising Goldman Sachs, BOCI and Morgan Stanley on BOC Aviation’s $9 billion global offering and spin-off listing on HKSE.
In structured finance and securitisation, the firm advised HKEx on the expansion of Stock Connect; and advised the Hong Kong Government on the first al-Wakalah structure sukuk (Islamic bond).
The competition team advised SABMiller on all aspects of the Chinese merger review procedure in relation to its acquisition by AB InBev; and the restructuring and insolvency team advised Shandong Iron & Steel Group on a restructuring to protect its initial $1.5 billion investment in the Tonkolili iron ore mine in Sierra Leone.
Corporate highlights include advising Anbang Insurance Group on its strategic acquisition of a minority stake in Hong Kong listed property company, Sino-Ocean Land; advising Financiere Lafarge, Arisept and Lafarge Korea on the disposal by LafargeHolcim Group of its cement production operations in South Korea to Glenwood Private Equity and Baring Asia Private Equity; and advising Baring Private Equity Asia on the acquisition of a majority stake in Hong Kong-based Vistra Group from European private equity firm IK Investment Partners.
Llinks Law Offices operates a modified lock-step system that is rare among PRC firms, and banking and finance is one of its core practice areas where it acts for domestic and foreign banks, borrowers, sponsors and export credit agencies.
Its capital markets practice acts for issuers and underwriters in IPOs, follow-on offerings, investment-grade, high-yield, and convertible debt offerings; and investment funds are one of the firm’s key practices, where its acts for over 60 funds managers in the raising and offering of mutual and private placement funds.
The firm’s M&A practice has added impact because of its tax expertise that also provides clients with tax-related advice on M&A transactions. The practice has been strengthened in the research period with the hires of partners Yuhua Yang from Alliance J&S Law Firm, Amigo Xie from K&L Gates, and Kenneth Kong from Martin Hu & Partners.
Llinks also regularly advises offshore venture capital institutions on cross-border private equity and venture capital transactions in the PRC, and acts for domestic clients in raising capital from private equity.
The firm’s competition practice is active in filings and consultations with Mofcom, and it also provides clients compliance review services.
A venture capital client that has engaged the firm for investment funds work says: “I’ve been using Llinks for 80% of our venture capital investment projects. Selena She is very knowledgeable and the team can deliver on time with precise information and the result we expected—we keep very good communications. Most of all, Selena deals with difficult situations and can always find a solution without too much compromise. It is very hard to find another comparable lawyer or law firm given China's regulatory situation in finance.”
Banking highlights include advising a bank syndicate in €105 million loan facilities granted by an offshore syndicate to a Belgian company and loan facilities of €25 million granted by European Investment Bank to a Belgian leading company; advising on a Rmb590 million loan facility granted by an onshore syndication to a German company’s operating arm in China; and advising on a $1.6 billion loan facility granted by Export-Import Bank of China to a Pakistan port company which is a joint venture company indirectly owned by Sinohydro.
In the capital markets the firm was busy advising Red Star Macalline in its HK$7 billion H-shares issuance and HKSE listing; and advising Hangzhou Cable in its Rmb621 IPO and listing on Shanghai Stock Exchange.
In one investment funds highlight, the firm acted for China Post Fund in establishing a Hong Kong subsidiary alongside an offshore asset management institution.
M&A highlights include advising SummitView Capital as part of the consortium Uphill Investment in its $700 million acquisition of Integrated Silicon Solution, where ISSI ceased its trading on and delisted from the Nasdaq; advising Jiangsu Yuyue Technology Development in its acquisition of 51.51% of shares of China Resources Wandong Medical Equipment and 100% equity in Shanghai Medical Instruments; and advising Bestv New Media in its Rmb42 billion merger with Shanghai Oriental Pearl.
In one private equity highlight, the firm acted for Forerunner Medicalin in its Rmb80 million Series A financing invested in by Sequoia Capital China and WuXi Healthcare Ventures.
It’s been a busy year for Mayer Brown JSM and in 2015 it expanded its China platform by forming a strategic alliance with PRC firm Jingtian & Gongcheng, a firm known for Hong Kong listings. In fact, despite losing Li Guo Qing in May last year, the firm has strengthened in capital markets by hiring partner Thomas Kollar from Clifford Chance, and Cindy Kao and Ashley Chow from Herbert Smith Freehills and Baker & McKenzie respectively. The corporate department was boosted by the hire of Rod Brown from Latham & Watkins in Singapore, and lost Henry Wang, who moved to the firm’s US office. More than any other practice area, the firm is very strong in restructuring and insolvency, where it has one of the largest teams in Asia operating out of Hong Kong, China, Thailand and Vietnam.
Globally, the firm is pushing to build its private equity real estate practice, which is its stronger suit in contrast to the traditional LBO market, and its competition team has received an increasing volume of instructions since the Hong Kong Competition Ordinance passed into law.
A financial services client that works with the firm in equity capital markets says: “Mayer Brown JSM is very knowledgeable on all topics of Hong Kong corporate law, which makes it a strong choice for Hong Kong securities offerings. Its global reach and US law capabilities further enhance its value proposition.”
Another pleased client says: “Mayer Brown JSM has been a key law firm for most of our corporate jet financings in the region. The team is extremely knowledgeable, and has a deep understanding of the market and a very strong reputation in the market. We have been extremely satisfied with JSM's work in general.”
There has been individual praise for Stuart Miller: “Stuart is extremely knowledgeable, and has a deep understanding of the market and a very strong reputation in the market. As a result we are not looking for alternative law firms to support our aircraft financing deals.”
In banking and finance the firm was busy advising the Bank of China, Agricultural Bank of China, China Construction Bank, Bank of Communications, DBS Bank and Industrial and Commercial Bank of China on HK$6.5 billion term loan facilities to Alliance Grace, a subsidiary of Vanke Property for financing and refinancing matters related to Tuen Mun Town Lot No.541; advising HSBC and United Overseas Bank on $480 million financing of the acquisition of the InterContinental Hotel in TsimShaTsui; and advising Beijing Enterprises Water Group on receiving term loan facilities from the International Finance Corporation.
In the debt capital markets the firm was busy advising the Trade and Development Bank of Mongolia in the issuance of $500 million notes due 2020; and advising Beijing Enterprises Holdings on an €500 million issue of guaranteed bonds due 2020.
In the equity space the firm was advising Jiayuan International Group on its $144 million global offering and HKSE listing; advising Ten Pao Group Holdings in its $94 million IPO and HKSE listing; and advising Sky Light Holdings on its HK$676 million global offering and HKSE listing.
The firm's structured finance and securitisation team advised on the sale of receivables to a bank; and advised on establishing note programmes for the issuance of credit-linked notes, equity-linked notes, fund-linked and repackaging notes.
M&A and private equity highlights include advising Beijing Enterprises Holdings on its €1.5 billion acquisition of EEW Holding, an energy-from-waste company in Germany; advising Redwood Investment Company on its all-stock merger transaction with e-Shang Cayman; and advising Hopevision Group on its acquisition of 53% of Great China Holdings and the general offer for all the remaining interest in Great China.
The competition team has been advising a hotel group on various competition issues including Resale Price Maintenance (RPM) and Most Favoured Nation (MFN)/parity clauses, reviewing contracts for hotel operation and suggesting changes to those contracts in light of the entry into force of the Competition Ordinance in Hong Kong; and advising a fast food chain on a range of competition issues arising in the distribution chain and arising from the client’s business, which are new in Hong Kong.
In restructuring and insolvency the firm advised HSBC and Industrial and Commercial Bank of China—the two largest and only offshore bilateral financial creditors in the case—in the restructuring of Kaisa Group Holdings; and advised the liquidators of nine Asian-based Lehman Brothers group entities in liquidation on all aspects of their administration.
Morrison & Foerster (MoFo) is traditionally known for its strong equity capital markets practice, and it is making progress in the debt markets tapping into work in China's emerging green bonds market. The firm has strong relationships with Chinese investment banks such as Cicc, Boci, Bocom and Haitong, and has increased its portfolio of Hong Kong listed companies. The practice has been bolstered by the addition of corporate finance partner Vivian Yiu, who joins from Allen & Overy.
With strong demand from its China, Asian and US clients, the firm started to build its fund formation expertise in Asia and it recently brought in partner Jason Nelms from Proskauer Rose in New York.
In M&A MoFo has a very strong reputation acting in technology deals, and it is becoming increasingly busy in outbound transactions. In private equity, the firm has a strong reputation representing private equity funds and issuers in the TMT, retail, life science, and real estate space; and it boosted its practice by bringing in partner Chuan Sun from Freshfields Bruckhaus Deringer in Hong Kong.
The firm's China antitrust practice advises clients in matters such as cartel, monopolisation, unfair trade practices, price-related anticompetitive activities, as well as merger reviews and filings.
In capital markets, the firm was busy advising Clsa, Credit Suisse, Haitong International, and Jeffries as placing agents in Guangzhou-based Evergrande Real Estate Group’s $600 million top-up placement; advising Xinjiang Goldwind Science & Technology, and its subsidiary, Goldwind New Energy Investment, on the $300 million issue of green bonds; and advising China Orient in its co-investment in the $100 million secured convertible bonds issued by Top Spring International Holdings.
In investment funds, MoFo kept active advising Global Logistics Properties on the establishment of CLF II, a $7 billion infrastructure fund, the world’s largest logistics infrastructure fund based in China; advising Gree in the formation of a new $12 million investment fund focused on virtual reality-related technologies; and advising 1955 Capital in the formation of a new $200 million venture capital fund formed to invest in portfolio companies in the energy, food, agriculture, education and health sectors that can commercialise technology in China.
M&A and private equity highlights include advising China CNR Corporation in its $26 billion merger with CSR Corporation; advising Intel Corporation in its $1.5 billion investment in a minority stake of the holding company under Tsinghua Unigroup, which will own Spreadtrum Communications and RDA Microelectronics; and advising AccuWeather, a leading provider of weather forecasting services, in its formation of a joint venture with Huafeng Media Group.
O'Melveny & Myers (OMM) is active in a range of capital markets transactions, including IPOs, secondary and follow-on stock offerings, Rule 144A and Regulation S, Pipes and other unregistered offerings, stock exchange listings and high yield, straight and convertible debt and related liability management transactions.
In investment funds, the firm is best known for its private equity fund formation practice that is focused on China and South East Asia, and is very strong in the secondaries market.
The M&A team regularly acts in the technology, life sciences, media, industrials, chemicals, manufacturing, real estate, energy, infrastructure, consumer, and retail sectors; and in private equity the firm is engaged in buyouts, venture and other private equity investments.
OMM has on-the-ground competition specialists in Asia providing policy advocacy, dialogue with authorities, internal investigations, litigation, and compliance guidance.
A private equity client that has engaged the firm in a variety of corporate matters stated that “OMM has been in China for a long time and has developed expertise in a broad range of practice areas” while another client described the firm as “excellent, timely, commercial and results-driven”.
Capital markets highlights in the past 12 months include advising Bank of Qingdao on its $531 million IPO and listing on HKSE's main board; advising joint bookrunners Credit Suisse Securities and China Renaissance Securities in the $53 million IPO and NYSE listing of American Depositary Shares (ADS) of Jupai Holdings; and advising Deutsche Bank as trustee and tender agent in China Greentown Holdings $500 million issue of senior notes due 2018 and 2020.
In one investment funds highlight, the firm advised Gaja Capital, an India-based mid-market private equity firm, in the $240 million formation of its second India-focused private equity fund.
In M&A and private equity, the firm was busy advising WuXi PharmaTech in a merger agreement with a consortium—Temasek, Ally Bridge Group, Boyu Capital, Hillhouse Capital, Ping An Insurance and four co-founders of WuXi—to acquire all of the outstanding shares of WuXi for $3.3 billion; advising Homeinns Hotel Group in its merger agreement with a consortium—BTG Hotels, Ctrip.com International, and the company’s founders and certain of its executive officers—to purchase all of the outstanding ordinary shares of Homeinns for $1.8 billion; and advising Ajax Holding, a Cayman company operating China’s largest online food ordering and delivery platform under the name of Ele.me on its $1.3 billion Series F-1 financing from Alibaba.com.
In one competition highlight, the firm advised Warner Brothers in negotiating the landmark joint venture between Warner Brothers and China Media.
Real estate financing is a key area for Paul Hastings's banking and finance practice, and China's outbound financing is an area of growth for the firm. In the debt capital markets, it has a smaller practice than magic circle firms and doesn't handle a high volume of transactions, but its dominance in real estate ensures it gets its fair share of work when Chinese real estate companies issue debt. Moreover, the firm captures a healthy share of the IPO market and has strong relationships with Chinese banks.
No doubt the firm is strong in real estate with a string of large M&A deals, but the firm has also been increasingly active in China outbound M&A and high-end deals in the media and technology-sector; and in private equity it brought in partners Doug Freeman and Victor Chen from Fried Frank.
Finally, given the firm's dominance in real estate, it will come as no surprise that it corners the market for new fund formation mandates in real estate funds.
Banking highlights include advising the arrangers and bookrunners—Morgan Stanley, Bank of America Merrill Lynch, and Hyundai Securities—in the $6 billion senior and mezzanine financing to support KKR’s bid for Homeplus, one of Korea’s largest retail grocery companies, which was being sold by Tesco; advising Baha Mar Resorts in the $2.4 billion financing of the development of a multiphase resort, residential and commercial project in the Bahamas; and advising SoftBank as the lead investor in the $600 million Series D financing of KuaiDi Dache, a mobile taxi-booking app in China.
In the debt capital markets the firm kept busy advising China VAST Industrial Urban Development Company in the $100 million issuance of its secured guaranteed convertible bonds and secured guaranteed notes due 2018; and advising Haitong International, a subsidiary of Haitong Securities, in its $3 billion HKSE listing of a MTN programme.
In the equity space, the firm was advising Bank of Tianjin in its $1 billion global offering and Hong Kong IPO; advising the underwriters—CICC, Goldman Sachs, Morgan Stanley, Citigroup, and China Merchants Securities—in the $925 million global offering and listing of Red Star Macalline Group's H-shares; and advising the underwriters—Bocom International, ABCI, and Qilu International—in the $454 million global offering and listing of Guolian Securities's H-shares on HKSE's main board.
M&A and private equity highlights include advising state-owned shipping giants in the landmark $15 billion restructuring involving Cosco and China Shipping Group, comprising a series of asset acquisitions and disposals among Cosco, China Shipping and its respective subsidiaries; advising Beijing Shouhuan Cultural Tourism Investment, a consortium of four state-owned companies, in a $7 billion joint venture with Comcast and NBC Universal in the establishment of a Universal Studio theme park in Beijing.; and advising SoftBank as the sole investor in its $1 billion investment into Coupang, a fast-growing e-commerce company.
In investment funds, the firm advised CreditEase in its formation of an offshore private equity fund and its investment in various real estate projects and funds around the globe; and it advised Ping An in raising a Chinese Rmb fund and forming two joint ventures with Pacific Eagle Real Estate Fund for the development of two US residential real estate projects in San Francisco and Malibu.
Paul Weiss Rifkind Wharton & Garrison was one of the first foreign law firms in China and Hong Kong. It has always been focused on high-end transactions across the spectrum of M&A related activities, especially in China, Hong Kong and Taiwan; and is known for its expertise in the TMT sector and in relation to private equity investments. The past year hasn’t bucked the trend as the firm continued to attract interesting mandates in its core areas of TMT and private equity. There have been developments in the practice, however, as the firm brought in partners Betty Yap and Judie Ng Shortell from Linklaters.
M&A and private equity highlights include advising Baidu in a $3.4 billion share exchange of its stake in Qunar, one of China’s largest online travel companies, for a 25% stake in Ctrip, another Chinese online travel company; advising TCH Sapphire, a subsidiary of Tencent Holdings in the $661 million take-private transaction of eLong, a Chinese mobile and online travel service provider, by China E-dragon Holdings; and advising Morgan Stanley Private Equity Asia in its $2.3 billion acquisition of equity ownership in China Network Systems, Taiwan’s largest cable TV operator.
Reed Smith has developed a sturdy reputation advising private and state-owned PRC entities from its Beijing and Shanghai offices.
Its Beijing office has been operational since 2008 and acts for PRC clients in outbound investments and offshore transactions, and also foreign clients investing in mainland China. Its strength is in manufacturing, energy and natural resources, competition, private equity, finance, media and entertainment; while the Shanghai office has been active since 2012 in pharmaceutical, real estate, and shipping mandates.
The Greater China offices have also been able to tap into the Reed Smith international network and regularly receives referrals from the network’s international offices.
A Chinese conglomerate that worked with the firm on corporate matters says: “Reed Smith Richards Butler have been one of our main legal advisors for some of our most important work. It also acted for us in our financing activities with our banks as a result of our corporate restructuring. Overall it is an excellent advisor and has clear business acumen and understands our objectives well.”Another client, a construction company, says: “Its advice on Hong Kong Stock Exchange regulatory issues was excellent and practical, and it did a good job on an M&A deal involving a Chinese state owned enterprise.”
Partner Ivy Lai has been the recipient of praise: “Ivy has been one of our trusted advisors with in-depth understanding of our business, and the ability to execute with a clear objective in mind.”
M&A highlights include advising on competition, alliances and FMC issues with regard to the landmark merger of China Shipping Group and China Ocean Shipping Group; advising China Resources Enterprises in its HK$28 billion disposal of its non-beer businesses, including retail stores and food and beverage divisions to its holding company China Resources Holdings; and advisingShanghai Qichen Investment Management and Jiangsu Golden Concord Energy in its Rmb3.2 billion acquisition of certain power assets—17 cogeneration power plants, two incineration power plants and one wind power plant—in China.
Ropes & Gray’s China finance team’s strength is in sponsor-side leveraged finance, and of late it has also made a strategic decision to expand its real estate financing capabilities in Asia.
Limited in size, the firm’s Hong Kong capital markets team is only focused on high end, high value transactions.
Ropes & Gray has a solid funds formation practice, particularly in private equity, with a team of 11 lawyers in Asia. Its private equity practice is high-end, and has been active in mandates, especially concerning take-privates and co-investment deals.
The firm combines its restructuring and financing practice as refinancing is at the heart of Asia restructurings.
Finance highlights include advising Carlyle in the potential acquisition financing for its purchase of a stake in Metropolis Healthcare from Dr. GSK Velu and affiliates; and advising SAML, a Hong Kong-based asset management firm, in a $500 million limited recourse financing, comprised of a $480 million secured term loan and a $20 million revolving facility extended to RCA01, a subsidiary of Spring REIT, and secured by office properties in Beijing.
Capital markets highlights include advising Hutchison China MediTech in its $112 million US IPO on Nasdaq and in its global share offering; advising MYOB Group, a portfolio company of Bain Capital, in its A$833 million global offering of shares and listing on the Australian Stock Exchange; and advising Goldman Sachs in its block sale of half of its majority stake in NYSE-listed Tarena International to Kohlberg Kravis Roberts for $70 million.
The investment funds team was busy advising RRJ Capital on its oversubscribed $4.5 billion fundraising for RRJ Capital III fund; and advising CITIC Private Equity, a state-owned Chinese investment company, in the formation of its $1.3 billion CITIC PE Fund II.
M&A and private equity highlights include advising Qunar in a $4 billion share exchange transaction between Ctrip.com International and Baidu; advising Caymans-based Asia-IO Acquisition Fund in its acquisition of a 55% controlling interest in Daiwa Associate Holdings; and advising Canadian pension plan in its $534 million acquisition of a 20% stake in Homeplus.
In restructuring and insolvency the firm advised Kaisa Group, a leading player in the real estate sector, on the restructuring of its offshore liabilities. It also advised Berlian Laju Tanker (BLT), Indonesia’s largest oil and gas shipping firm, in its $1.9 billion second-round voluntary restructuring.
Shearman & Sterling has strong relationships with Chinese state-owned enterprises and financial institutions, and has been busy of late advising these Chinese institutions on investments or lending in the UK, US, Russia, Brazil, Kenya, Iraq, Pakistan, Honduras, UAE, Mongolia and Panama.
Capital markets is a core area for Shearman & Sterling in Hong Kong and China. The practice has English, US and Hong Kong law capability and despite market volatility, continues to advise on equity, debt and high yield capital markets transactions in Hong Kong, the Greater China and across Asia.
The investment funds team advises on private equity funds, hedge funds, real estate funds and funds of funds; and advises investment management firms on matters ranging from regulatory matters to offerings of interests in private funds.
In M&A the firm has kept active advising on M&A transactions in China and overseas, and it has taken a good portion of the going private market, having acted on over 35 going-private transactions of US-listed Chinese companies. It also regularly advises private equity funds, venture capital funds, pension funds, sovereign wealth funds, financial investors and the proprietary investment departments of major investment banks and securities firms.
Clients are highly satisfied with the firm’s advice with one saying that it is “Simply the best US law firm in town for capital markets transactions”, and another saying, “I am very satisfied with the professionalism, technical capability and time commitment of Shearman & Sterling”.
Peter Chen has been singled out for praise with one client describing him as “very responsible and capable”, and another client describing him as “highly accessible and possessing good and logical analytical thinking”.
Projects highlights include advising ICBC, Standard Bank and Africa Development Bank on the proposed $2 billion financing of a 930MW coal fired power plant in Lamu County, Kenya; advising Chinese lenders ICBC, Bank of China, China Construction Bank, Agricultural Bank of China and Silk Road Fund in the proposed participation in the $2.7 billion bidding for and development of Hassyan 2x600MW Clean Coal Fired Power Plant IPP Project in UAE; and advising China Exim Bank, China Development Bank, Silk Road Fund and International Finance Corporation in the $1.3 billion, 720MW Karot hydropower plant in Pakistan.
In the capital markets, the firm was busy advising joint lead managers Bank of America Merrill Lynch and Morgan Stanley on the $1.2 billion IPO of Dali Foods on HKSE’s main board; advising underwriters Morgan Stanley, Goldman Sachs and CICC on IMAX China’s $248 million Hong Kong IPO; and advising JPMorgan Securities and Deutsche Bank Singapore Branch in eHi Car Services’s $200 million high yield offering.
M&A and private equity highlights include advising the Independent Committee of the Board of Directors of Bona Film Group in a $1 billion buyout transaction, with the buyer group comprising affiliates of Alibaba Group Holding and Tencent Holdings, as well as private equity investors Sequoia Capital China l and its affiliated funds and SAIF Partners lV; advising Shanghai Jin Jiang International Holdings in its €1.3 billion acquisition of Groupe de Louvre and its subsidiary Louvre Hotels Group from Starwood Capital Group; and advising Morgan Stanley as the financial advisor of Alibaba Group Holding in its $4.2 billion acquisition of Youku Tudou.
In one other private equity highlight, the firm advised Canada Pension Plan Investment Board (CPPIB) in its Rmb3.2 billion investment in Postal Savings Bank of China (PSBC).
Sidley Austin’s banking and finance practice is strongest acting for financial institutions in financial regulatory and payment gateway matters, and was recently boosted by the hire of Kefei Li from Wilson Sonsini Goodrich & Rosati.
The firm also has one of the largest international firm capital market teams in China, and acted on 19 HKSE IPOs in 2015—eight as issuer’s counsel and 11 as underwriter’s counsel. The firm is also a strong choice for Asia-Pacific high-yield bond transactions, especially as issuer’s counsel.
The firm has a history of innovation in developing structured finance transactions involving numerous asset classes and transactional structures, and regularly advises originators, issuers, arrangers, trustees and agents from mainland China, Hong Kong, Korea, Singapore, Japan and Taiwan.
Sidley Austin’s financial regulatory practice has 30 lawyers focused on contentious and non-contentious regulatory and compliance matters, and helps its clients understand and anticipate legislative and regulatory changes.
The funds team is particularly known for its expertise in hedge funds but also handles private equity and venture capital fund formation matters, real estate and infrastructure-based funds and retail fund matters. It has been bolstering its practice in the research period with the hires of Joel Rothstein from Paul Hastings and Ling Chen.
With 40 lawyers practicing M&A in China and Hong Kong, the firm has one of the largest M&A teams among the US firms, and the team has advised on over 35 M&A deals since 2015, totalling over $20 billion. In the past 12 months, the firm hired Wendy Pan from O’Melveny & Myers and Mengyu Lu from Kirkland & Ellis.
Its experienced antitrust team acts for clients in government investigations, merger clearances, litigation, antitrust counselling, compliance programmes and policy projects across many industries; and its restructuring and insolvency team brought in Alex Rovira and acts in Asian restructurings that involve international capital markets note issuances.
A Chinese multinational bank client who has worked with the firm in the equity capital markets says: “Sidley Austin is a very competitive law firm in pricing. It is a good choice considering its cost-effectiveness. Sherlyn Lau is very hands-on, has strong commercial judgement and is very experienced in the real estate sector.”
In one banking highlight the firm acted for Honbridge Holdings as lender in a $540 million secured loan to Cloud Rider.
Capital markets highlights include advising Shimao Property Holdings in its offering of $800 million and $300 million senior notes due 2022, including high-yield covenants pursuant to Regulation S; advising Southwest Securities International Securities in its offering of Rmb1.5 billion notes due 2018; and advising Morgan Stanley and SC Lowy in Hydoo International Holding’s offering of $100 million senior notes due 2018, including high-yield covenants pursuant to Regulation S.
In one structured finance and securitisation highlight the firm advised China Orient Asset Management Holding as the originator, servicer and liquidity facility provider in the securitisation of a portfolio of loans and bonds owned by COAMI’s affiliates.
In one competition highlight the firm advised Sigma Aldrich Corporation on its $17 billion sale to Merck KGaA, with filings in many jurisdictions around the world including China; and in restructuring and insolvency, it acted for the provisional liquidators in LDK Solar’s landmark restructuring of more than $700 million in offshore indebtedness, which was initially opposed by a dissenting creditor in Hong Kong.
Investment funds highlights include advising Acion Holdings, a York Capital Management spin out, in the establishment of the Acion Partners Funds—the first hedge fund launch to be seeded by KKR in Asia; advising China Orient in the establishment of the China Orient Great Eagle Fund, a joint venture real estate fund established with Great Eagle Holdings for investment in real estate projects in the United States; and advising Dignari Capital Partners in the establishment of the $500 million DCP China Credit Fund.
M&A and private equity highlights include advising GE on the $4.5 billion sale of its global home appliance business to Haier; advising Rex Global Entertainment Holdings in its $100 million acquisition of 30% of the issued share capital of Yota, a Russian smartphone maker, and the exclusive licence to market and sell Yotaphone in the Greater China region; and advising e-Kong Group in its $101 million investment in Thunder Power.
Simpson Thacher & Bartlett's real banking and finance strength is in leveraged and acquisition finance. In Hong Kong and China it has four partners that provide on-the-ground financing capability, and the firm's capital markets team includes US and Hong Kong qualified lawyers that work on both equity and debt transactions originating from Hong Kong, mainland China and Taiwan—in one change in the practice, Leiming Chen left the firm to join Ant Financial Service Group.
The firm’s China practice in Beijing and Hong Kong has 10 partners that provide corporate advice, including M&A, capital markets, investment funds and banking and credit transactions. In the research period, Beijing-based partner Douglas Markel retired from practice.
Simpson Thacher & Bartlett's Asia private funds team is led by Adam Furber, and it has 10 dedicated fund formation specialists mostly in the firm’s Hong Kong and Tokyo offices that are both native Mandarin and fluent Japanese speakers.
Finance highlights include advising China National Chemical Corporation in financing matters relating to its $43 billion acquisition of the Swiss agrochemical and seeds company Syngenta; advising JC Flowers & Co in financing matters relating to its acquisition of Chi-X Global Holdings subsidiaries in Japan, Australia and Hong Kong; and advising Japan’s Panasonic Healthcare Holdings in financing matters relating to its €1 billion carve-out acquisition of Bayer’s Diabetes Care business division.
In the capital markets the firm was busy acting for the underwriters—Morgan Stanley, Credit Suisse, China Renaissance and Needham—in the $75 million IPO and listing on the NYSE of American depositary shares (ADS) of Yirendai; advising underwriters—Morgan Stanley, Credit Suisse and Bank of America Merrill Lynch—in the $127 million IPO and listing on the Nasdaq Global Select Market of ADSs of Baozun; and advising Ozner Water International Holding in its private placement of $60 million convertible bonds due 2020.
In investment funds, the firm advised Advantage Partners in the establishment of the $750 million AP Fund V, a Japan-focused mid-market buyout fund. It also advised J-Star in the formation of J-Star Fund III, a $300 million Japan-focused mid-market buyout fund; and advised Morgan Stanley in the formation of Prime Property Fund Asia, an open-ended, pan-Asia core plus real estate fund.
M&A and private equity highlights include advising Homeinns Hotel Group, an economy hotel chain in China, in its $1.7 billion going-private transaction by a consortium comprised of BTG Hotels, Poly Victory Investments, Ctrip.com International, and certain directors and officers of Homeinns; advising the sellers, led by FountainVest Partners, in the merger of its portfolio company, Key Safety Systems, with Ningbo Joyson Electronic Corporation; and advising Alibaba Group Holding in its investment in Ele.me, an online-to-offline food ordering delivery service in China.
Experienced in the Asia finance market, Skadden Arps Slate Meagher & Flom has a particularly strong practice acting for borrowers. In the debt capital markets it acts for corporations, underwriters and financial intermediaries in high-yield notes offerings with a Rule 144A/Regulation S component and in convertible bond offerings. The firm also has a healthy IPO practice usually acting for issuers, and it has acted on over 60 Nasdaq and NYSE IPOs by Asia-based private companies since 2003, and on over 60% of the US IPOs out of China after 2009.
M&A is core to Skadden Arps Slate Meagher & Flom and it is routinely found acting in big ticket M&A deals, especially involving Chinese companies acquiring assets in the US and large deals in the TMT sector in China. The firm has also worked on almost all the recent going-private transactions of Chinese companies listed in the US. In private equity the firm acts for private equity houses such as Baring Private Equity Asia, Blackstone, Carlyle, and CITIC Securities.
Its competition practice often acts in securing competition approvals in Asia and around the world in conjunction with its successful M&A practice.
A pharmaceutical client that has worked with the firm’s M&A team says that it has “a strong network and know-how, and is an outstanding advisor”, and competition lawyer Andrew Foster was described as “excellent in all regards”.
Finance highlights include advising Focus Media Holding on the refinancing of its $1.4 billion existing senior and SBLC backed facilities with new bank lenders; and advising the arranger and lenders in a $400 million revolving facility to finance the prepayment obligations of an international energy trading company under a crude oil supply contract it entered into with a state owned oil producer.
In the capital markets the firm was busy advising 3SBio, a biopharmaceutical company in China, in its $819 million IPO on the Hong Kong Stock Exchange; advising Baidu in its $1.3 billion SEC-registered offering of notes in two tranches—$750 million and $500 million; and advising the Bank of Communications; CITIC Securities Company, and HSBC as underwriters in a Rmb1 billion issuance of panda bonds.
In one competition highlight, the firm advised on approval by the Chinese Ministry of Commerce of Broadcom Corporation’s $37 billion acquisition by Avago Technologies—one of the largest technology acquisitions ever.
M&A highlights include advising the special committee of the board of directors of Qihoo 360 Technology in its $9.3 billion going-private acquisition by a consortium including Qihoo chairman Mr. Zhou Hongyi, CITIC Capital Securities, Golden Brick Capital, China Renaissance Holdings, and Sequoia Capital China; advising Anbang Insurance Group in its $14 billion acquisition of Starwood Hotels & Resorts Worldwide; and advising Ctrip.com International in its $3.4 billion acquisition of a 45% stake in Qunar Cayman Islands from Baidu Holdings.
Slaughter and May’s banking and financing practice is active on bilateral and syndicated loan transactions and other financing work such as real estate finance, acquisition finance, mezzanine finance and leveraged finance for clients such as Agricultural Bank of China, Bank of China, Bank of East Asia, and Bank of Tokyo-Mitsubishi UFJ.
In the capital markets, it focuses on high-end transactions covering IPOs, secondary placings, strategic placings and bond issues for corporate issuers and sovereigns, and in the research period Laurence Rudge retired from partnership at the firm and joined Li & Fung as deputy general counsel in Hong Kong.
The firm covers a range of contentious and non-contentious financial services and regulatory matters, and in investment funds is active in retail funds, hedge funds, funds of funds, private equity funds and real estate funds.
The firm’s China M&A team acts for many of Hong Kong’s blue chip listed clients including MTR, Swire and Standard Chartered Bank and some of the large PRC private and SOE corporates including Alibaba, COSCO, China Resources and Dongfeng. Recently, partner Neil Hyman retired from partnership after 30 years at the firm.
Slaughter and May has a strong competition practice with 75 lawyers in London, Brussels, Hong Kong and Beijing who function as one team.
A shipping client that has worked with the firm’s M&A team says: “Slaughter and May demonstrated professionalism by providing quality and efficient legal services that significantly facilitated the progress of our transactions. It proactively provided the necessary legal advice in reviewing and drafting legal documents and regulatory requirements, thereby accelerating the documentation drafting and review process. Besides, it was particularly good at pointing out vital commercial or legal issues that might be in conflict with the interest of our company and successfully assisted the company in negotiating the terms of the transactions with counterparties and overcoming conflicts. Most importantly, it was capable of providing innovative solutions in the face of challengeable issues, thereby generating desirable legal outcomes on one hand and balancing commercial and legal perspectives on the other.”
There is individual praise for Lisa Chung: “She demonstrated outstanding professionalism in providing advice to our company as she significantly valued and recognised the importance of the protection of our interests, and acquired sophisticated knowledge of regulatory provisions and applications, which made her legal advice professional and practical, thereby greatly establishing the trust and confidence of the relationship with clients.”
Banking highlights include advising Mizuho Bank as coordinator of 21 local and international banks in a HK$5 billion 5-year resolving facility for the Airport Authority Hong Kong; advising the same client as the facility agent on a HK$7.4 billion and $220 million syndicated loan facility for China Resources Power Holdings Company; and advising Bank of China on a HK$5.5 billion syndicated loan to China Resources Land.
In the capital markets the firm was busy advising China Reinsurance Group on its $2 billion global offering and IPO on HKSE’s main board; advising Swire Properties in its $500 million issue of guaranteed notes; and advising on the HK$1.4 billion global offering and listing of H-shares of YiChang HEC ChangJiang Pharmaceutical on HKSE’s main board.
In one financial regulatory highlight, the firm advised UBP on Hong Kong M&A and regulatory aspects of UBP’s acquisition from the Royal Bank of Scotland Group of the banking and wealth management business of Coutts & Co.
M&A highlights include advising Alibaba Group Holding in its HK$2 billion acquisition, through subsidiary Alibaba Investment, of the media business of SCMP Group; advising Cosco Pacific on the formation of its joint venture with China Merchants Holdings and China Investment Corporation for the acquisition of 65% of Kumport Terminal; and advising Cosco Pacific on its proposed acquisition of China Shipping Ports Development, which is interested in a portfolio of container terminals in the PRC and other parts of the world, for a consideration of Rmb7.7 billion.
In one competition highlight, the firm advised Hong Kong Liner Shipping Association in the liner shipping industry’s application to the Hong Kong Competition Commission for a block exemption order over its vessel sharing agreements and voluntary discussion agreements.
Sullivan & Cromwell’s lawyers in Hong Kong and Beijing work as one team to provide US and Hong Kong law advice to clients across Greater China and Asia-Pacific. As 80% of the firm’s capital markets work involves Chinese companies, the firm is experienced in dual-listings on the HKSE and Shanghai Stock Exchange, and dual listings on the HKSE and a US stock exchange.
The firm’s M&A practice taps into its impressive global network as it continues to attract impressive mandates. Most recently, it is heavily involved in Asian outbound work and in several multi-billion dollar going-private transactions. In one development, the firm lost partner William Chua, who left for Debevoise & Plimpton.
The firm’s private equity practice is successful in leveraging off its expertise in cross-border M&A. Rather than acting as regular counsel to a select few private equity firms, it represents parties on all sides of private equity matters and has key clients such as Goldman Sachs and Baker Bros.
Capital markets highlights include advising underwriters—China Intl Capital Corp, HSBC, UBS, Deutsche Bank, CCB International Capital, Morgan Stanley, Nomura International, CLSA, Changjiang Securities and ICBC International—in China Reinsurance Group’s $2 billion Hong Kong IPO pursuant to Rule 144A/Reg S; advising underwriters—CLSA ECM, BOCOM International, ABCI Capital, CCB International Capital, Orient Securities, Haitong International Securities, Guotai Junan Securities, ICBC International Capital, and Pan Asia Corporate Finance—in Bank of Zhengzhou’s $655 million Hong Kong IPO pursuant to Rule 144A/Reg S; and advising Regina Miracle International in its $244 million Hong Kong IPO pursuant to Rule 144A/Reg S.
M&A highlights include advising Anheuser-Busch InBev in an agreement to sell SABMiller’s 49% interest in China Resources Snow Breweries for $1.6 billion to China Resources Beer, which currently owns 51% of CR Snow; advising a consortium led by Ally Bridge Group Capital Partners in connection with the $3.3 billion going-private of NYSE-listed WuXi PharmaTech; and advising a special committee of the board of directors of Shanda Games, a leading online games producer based in Shanghai originally listed on Nasdaq, in the company’s $1.9 billion going-private transaction pursuant to a merger agreement between the company and a consortium led by affiliates of Mr. Yingfeng Zhang and Ningxia Zhongyincashmere International Group, a Chinese cashmere producer.
In private equity, the firm acted for Baker Bros Advisors as the lead investor in the purchase of shares of a newly authorised class of series A-2 convertible preferred shares of BeiGene, collectively representing 23.55% of BeiGene’s total capital shares on a fully diluted basis, for $100 million; and it advised Goldman Sachs, through its Singapore subsidiary Broad Street Investments and employee fund MBD Bridge Street 2015 Investments, in a subscription agreement to acquire close to 67 million compulsorily convertible preference shares and 500 equity shares of Piramal Realty Private, an Indian real estate development company, for $76 million.
Tahota Law Firm has a strong M&A and capital markets practice, which is now further strengthened by the recent recruitment of senior corporate partners Jinnan Li from Norton Rose Fulbright, and Jingchuan Li from Zhong Rui Law Firm. The firm also hired M&A partner Ye Wu from Global Law Office.
In the capital markets, the firm acted for Chongqing Fuling Traffic and Tourism Investment Group, a state-owned enterprise, on its non-public issuance of corporate bonds; and advised Liangshan State-owned Investment and Development on a non-public issuance of corporate bonds
In M&A the firm advised a German manufacturing company in a cross-border acquisition. The team also advised on two high value confidential acquisitions, both in the real estate industry.
This Iberian law firm is led by Spanish and Latin American lawyers experienced in cross-border investment, finance, and M&A work.Its on-site resources in Latin America is the firm’s selling strength.
One client described the firm as “one of the best law firms in Spain. It’s very reliable and always tries to accommodate. It has a strong presence in Latin America which is attractive to us”. There is also individual praise for partner Francisco Martines Boluda: “He is totally responsive and very experienced in the banking area. He really understands my business and gets along with our team and his.”
On the banking and finance side, it advised BBVA, a long-term client of the firm, and Banco Santander on its Chinese projects last year.
In the M&A space, highlights include advising State Power Investment on the Chilean aspects of the acquisition of Pacific Hydro; and assisting NH Hotel Group on a joint venture in China with HNA. The deal involved an acquisition of a 29% stake in NH by HNA, which was the first significant investment in a Spanish listed company by a Chinese investor.
Vinson & Elkins has a small operation in China but it is often engaged in large projects and relies on its strong international network when extra resources are required. The firm is strong in energy and natural resources and has a strong outbound practice.
Among a host of confidential mandates is one highlight where the firm advised a Chinese SOE on its investment in a company with operations in Central Asia; however, its lawyers are routinely active in power generation, oil and gas, renewable energy, pipeline, and refining and petrochemical projects.
Known for targeting high-end mandates, Weil Gotshal & Manges has a top tier private equity practice and a solid M&A team. In the past year the firm brought in partner Charles Ching from Latham & Watkins, but it did lose its China practice head Steven Xiang to Huan Xi Media Group and Li Li who retired from practice. The firm’s finance team benefits from the strength of its corporate practice and it acts as a hub for Weil’s network of Asian offices. Leveraged financing still relatively new to the region and the practice is active here for sponsors and lenders alongside restructuring work. Despite losing Ines Wu to Citadel Investment Group where she was hired as COO, the firm continues to build its investment funds practice and attract high-end fund formation work after the 2013 hire of Albert Cho.
In finance, the firm acted for a consortium of investors, led by Dr Li Ge, Ally Bridge Group Capital Partners and Boyu Capital, on a $800 million term loan facility to finance the consortium’s $3.3 billion take-private acquisition of WuXi PharmaTech; it also advised Hahn & Co in the $1.6 billion financing for its $3.6 billion acquisition of a 70% stake in Korea-listed Halla Visteon Climate Control Corp from Visteon Corporation; and advised Baring Private Equity Asia on the financing for its S$450 million voluntary general offer for all the shares in Interplex Holdings, a Singapore-listed precision engineering company.
Weil’s Asia funds practice helped private funds sponsors raise over $8 billion of capital in 2015. Highlights include advising Anchor Equity Partners in the formation of its second Korea-focused buyout/growth capital fund; advising CLSA Capital Partners in the formation of a pan-Asian real estate opportunity fund; and advising New Horizon in the formation of its flagship funds for private equity investment in China.
In private equity and M&A, highlights include advising HNA Group in the $6 billion acquisition—through Tianjin Tianhai Investment—of Ingram Micro—one of the largest China outbound transactions to the US in 2016; advising Suez Environnement in the multi-billion strategic alliance between it, New World Strategic and Chongqing in the waste water and waste-to-energy sectors in Chongqing; and advising Baring Private Equity Asia in its acquisition of HCP Packaging—a designer and manufacturer of primary packaging containers for the cosmetics, skincare and fragrance industries—from TPG Capital.
Based in Singapore, this international law firm impresses with a track record of multi-jurisdictional deals working with other top tier international law firms. It’s banking and finance department is chaired by the office head Susan Wong.
Christy Lim has been drawn out for individual praise: “She knows banking matters well. The team highlighted issues of commercial concerns to clients. The lawyers are very effective and executed transaction requirements.” There was more praise for partner Dorothy Ng: “I have worked with Dorothy for 15 years. Ever since she moved from Lee & Lee to Wong Partnership, we followed her along.”
In the banking space, on the lender side, the firm represented a confidential overseas-Chinese bank in a transaction that involved a two-tiered onshore and offshore financing and five jurisdictions across Asia-Pacific, US, and UK. It also acted for Standard Chartered Bank in the refinancing of an offshore syndicated facility. The firm was also a lead counsel for a confidential bank in the granting of term loan facilities to an exempted limited partnership registered in the Cayman Islands.
On the borrower side, the firm continues its strength in handling complex and technical transactions. Examples include acting for CLSA Capital Partners on the two-tiered financing of the acquisition of an office/retail podium development at Tianlin Road, Shanghai. The firm also advised in another multi-hundred million two-tiered financing that involved five jurisdictions.
In the M&A space, WongPartnership was busy on the seller side. Deal highlights include advising Citigroup Global Markets Singapore, the financial adviser for Stats CHipPAC, in the pre-conditional voluntary general offer by JCET-SC (Singapore) for all the shares in the capital of Stats ChipPAC at $780 million; acting for Singapore Post in the acquisition by Alibaba Investment of around 1.1 billion new shares (equivalent to 5% stake) in SingPost for S$187.1 million ($137.5 million); and acting as Singapore legal adviser of Cordlife in the sale of its 7% senior unsecured convertible note and shares in China Cord Blood to Golden Meditech Holdings in conjunction with a proposed privatisation of CCBC by GM, where the three publicly traded companies are listed on the SGX-ST, NYE, and HKSE. The firm also represented Berkley International in the voluntary conditional cash offer of S$117.5 million ($86.3 million) made by DBS Bank for and on behalf of Lizhong Wheel Group.
In banking and finance, Zhong Lun has a very strong aviation and project finance practice. Its services also cover compliance review, due diligence investigation, structuring for financing transactions and security arrangements, and drafting legal documents in Chinese and English.
In the capital markets, the firm advises large Chinese companies on onshore and offshore offerings and listings of A-shares, B-shares, H-shares, red chips, and equity shares on the Shanghai Stock Exchange, Shenzhen Stock Exchange, and many other exchanges across the world.
Its investment funds practice covers the spectrum from formation, fundraising, investment, project management and fund exit.
The firm’s M&A practice is among the market’s strongest and it continually attracts the best mandates available, while it retains a good mix of competition control and investigations work in light of the increasing importance of Competition law in mainland China.
An international financial institution client that has worked with the firm in corporate finance says: “Zhong Lun is equipped with professional knowledge in terms of corporate legal issues. It provided practical suggestions to help us resolve actual problems that arise from the discrepancy between domestic and international law. It also gives good advice on corporate governance and procurement.”
Finance highlights include advising Everbright Financial Leasing in its $288 million financing for the purchase of aviation assets from ICBC Leasing; advising HXFL, the leasing arm of Huaxia Bank, in a Rmb200 million sale and lease back transaction regarding two A321 aircrafts, which will be operated by Yunnan Hongtu Airlines; and advising ICBC in a $1.4 billion syndicated loan in relation to a 2×660MW coal fired power plant in Sahiwal, Pakistan.
Capital markets highlights include advising the issuer Bank of China in its successful setting up of the Rmb10 billion panda bond programme and its successful issuance of phase 1 bonds in the PRC interbank bond market; advising the issuer, an offshore SPV of Tsinghua Unigroup, in its successful issuance of a $1 billion bond; and advising another issuer in its successful issuance of Rmb3 billion corporate bonds by private placement on the Shanghai Stock Exchange.
In one investment funds highlight, the firm advised Zero2IPO on the formation of a Rmb800 million buyout fund, with the client being the fund management company, and Beijing Lanxum Technology being the anchor investor.
M&A highlights include advising Cinda in its $8.8 billion acquisition of Hong Kong-based Nanyang Commercial Bank held by BOC Hong Kong; advising Ping An Life Insurance in WuXi PharmaTech's $3.2 billion acquisition by New Wuxi Life Science Holdings; and advising China’s national social security fund (SSF) in its Rmb10 billion strategic investment in Ant Financial Group, an Alibaba Group affiliate.
In one competition highlight, the firm acted for Wallenius Wilhelmsen Logistics in an NDRC anti-monopoly investigation.