IFLR 1000
The Guide to the World's Leading Financial Law Firms

Despite the indisputable shake-ups in the Greater China practices of most magic circle firms this year, Freshfields has continued to turn out an impressive deal list and thus far maintain its brand amidst the turmoil. Freshfields has a strong reputation in representing both issuers and underwriters in leading equity capital markets IPOs in Hong Kong, including both international and Chinese businesses and financial institutions. "Freshfields has a better global picture and knows what market precedents to draw from," says a client.

Freshfields also continues to have a strong practice on the debt side, covering a range of transactions including straight bond issues and debt programmes, equity-linked issues such as exchangeables and convertibles, hybrid securities, regulatory and tiered capital issues, bonds with warrants, high-yield bonds and other structured debt products. Freshfield's greater China practice also has a valuable resource in their US securities group, which allows the firm to advise clients a range of legal and regulatory aspects of debt.

Freshfields recently represented underwriters JPMorgan Chase, Morgan Stanley and Bank of America Merrill Lynch in the MGM China Holdings (MGM China) $1.5 billion global shares offering and listing on the Hong Kong Stock Exchange. MGM China is a joint venture between MGM Resorts International and casino mogul Pansy Ho. The issuer underwent a reorganisation which will mean that MGM Resorts International will own 51% of MGM China upon completion.

Freshfields also represented Samsonite as the issuer for its headline Hong Kong IPO, which raised $1.25 billion. Samsonite is currently the world's largest travel luggage company, and the company was acquired in 2007 by CVC Capital partners. Goldman Sachs, Morgan Stanley, RBS and UBS were the underwriters of the IPO.

Freshfields' integrated Hong Kong and China teams act for lenders and corporations in investment grade, sub-investment grade, and corporate financings.

In the past year the bank lending team was bolstered by the addition of banking partner Howard Lam from magic circle rival Linklaters. Lam brings his experience in project finance, banking, cross-border debt restructuring and complex financing.

In 2010, Freshfields advised borrower China Unicom on a HK$2 billion ($256 million) term loan facility, with an additional HK$8 million ($1 million) several months afterwards. In March 2011, the Greater China banking team also advised a subsidiary of Tesco, China Property Holdings (HK), on three term loans made to Chinese development sites to partially finance the construction of shopping malls in China.

Freshfields Bruckhaus Deringer team has acted for governments, developers, multilaterals, export credit agencies and other lenders on substantial projects across Asia. The team has special experience in structuring deals to support limited recourse debt, as well as negotiating financing terms for new debts. The practice covers a broad range of sectors and the team has a particular foothold in the developing project sector in Vietnam.

Recently the team advised AES as developer in relation to EPC contracts for the $1.5bn Mong Duong 2 coal-fired power project in Quang Ninh province, Vietnam. Freshfields has also continued to provide ongoing advice to intercreditor agent Crédit Agricole on the Phu My 3 power project in the country.

The combination of Freshfields' strong relationships with leading investment banks, private equity firms and corporations and its team of talented partners are what make this firm a strong player in the China M&A space year after year. As one client notes: "The reason why we worked with them is because we know they are ranked really high. Freshfield's team overall is stronger than other top M&A teams. Partners at other firms provide creative solutions. Freshfields is even more creative."

Recently, Freshfields' M&A team represented Chinese state-owned nuclear power company China Guangdong Nuclear Power Corp (CGNPC) in its acquisition of Meiya Power Company (MPC) from Standard Chartered Private Equity and Noonday Asset Management. MPC is an independent power producer with investments in 22 power projects operating in China and the Republic of Korea, and focuses on clean and sustainable energy. Partners Christ Wong and Sam Marchant led Freshfields' team on the deal.

Freshfields also advised China Unicom (Hong Kong) on its agreement with Telefónica to enhance the existing strategic alliance between the two companies. Under the terms of the agreement, both parties agreed to increase their respective stakes in each other's company by acquiring the equivalent of $500 million via share purchases. China Managing Partner Teresa Ko led Freshfields' team in the deal, and was supported by partner Grace Huang.

Several magic circle firms have seen shake-ups in their capital markets teams this year, and Freshfields is no exception. However, the firm's strong brand for major IPOs and relationships with international underwriters has thus far allowed the firm to maintain its prominence in the Hong Kong market. As one client says: "Freshfields is the biggest and best on the Hong Kong IPO side."

This status has been backed by the firm advising on some of this year's most high-profile mandates. In one such deal, Freshfields advised underwriters JPMorgan Chase, Morgan Stanley and Bank of America Merrill Lynch in the MGM China Holdings (MGM China) $1.5 billion global shares offering and Hong Kong Stock Exchange listing. The deal was especially prominent in the media because MGM China is a joint venture between MGM Resorts International and casino mogul Pansy Ho. MGM underwent a reorganisation as part of the offering, which means that MGM Resorts International will own 51% of MGM China upon completion.

Freshfields also represented issuer Samsonite on its headline Hong Kong IPO which raised $1.25 billion. The deal was closely watched in Hong Kong as a bellwether for luxury brands choosing Hong Kong as a destination of choice for public offerings. Samsonite is currently the world's largest travel luggage company, and the company was acquired in 2007 by CVC Capital partners. Goldman Sachs, Morgan Stanley, RBS and UBS were the IPO underwriters.

Freshfields Bruckhaus Deringer continues to have a strong debt practice which advises clients on a range of debt products. The firm's US securities group augments the practice's ability to advise clients in high-yield and other issuances usually focused on by US firms.

Freshfields continues to have a comparative advantage in the high-yield bond space. Recently, the debt capital markets team advised Green Dragon on its issue of $100million 7% convertible bonds due 2015. The team also represented China Unicom on its issue of $1.84bn 0.75% guaranteed convertible bonds. When the deal closed, it was the biggest international convertible bond issuance in Asia outside of Japan.

Freshfields' structured finance and securitisation team offers clients a range of capabilities across a wide variety of transaction types. Partners David Winfield and Andrew Heathcote lead the team and bring their experience representing a rage of parties.

This past year, Freshfields' structured finance and securitisation team has worked on three receivables financing transactions and two complex equity derivatives transactions. They have also advised a number of market leaders on prime brokerage and structural changes in connection with the post-Lehman custody arrangements for the holding of client assets by prime brokers. The team has represented a number of investment banks on stock lending and derivatives matters, in addition to developing master agreements for all types of OTC derivatives and associated collateral arrangements.

Freshfields' structured finance team also advises on myriad derivatives-based deals for investment banks and investors including credit default swaps and credit-linked note programmes, asset swaps and total return swaps, equity-linked options, synthetic CDO transactions and repo/reverse repo deals.

Freshfields' is already known for having a capable banking team that can handle anything from bilateral to syndicated loans and beyond, the Hong Kong office and Greater China team was augmented this year by the addition of experienced banking partner Howard Lam from Linklaters. Lam brings his experience in project finance, banking, cross-border debt restructuring and complex financing as increased M&A activity has spurred market growth in the need for intricate financings in Greater China.

The firm's global relationships with top banks gives the team access to a range of banking mandates. One example saw the Hong Kong team advise HSBC as the lender in a $135 million term loan facility to Zhen Hua engineering. Zhen Hua is a subsidiary of China Communications Construction group, and the loan was used to finance a share acquisition in Friede Goldman United.

In 2011, the Freshfields banking team also advised Nomura International (Hong Kong) in its role as borrower for a $275 million revolving credit facility arranged by HSBC, Standard Chartered and ANZ.

Freshfields' financial services regulatory practice has been substantially bolstered by the addition of partner Royce Miller, who brings his experience in private practice and in-house work to the Asia financial services regulatory group.

Clients seem very pleased with the work of the new team: "We like them for a couple of reasons," says one client, "they're experienced in the sorts of transactions we're looking at in markets that we're not used to so we put a great deal of comfort in their being able to work us through. You get the feeling that even if you're not asking the right questions of them, they'll tell you which ones to ask." Clients also appreciate the team's willingness to go above-and-beyond. "We were looking at an acquisition in a different regulatory market," one client tells us, "and on a day's notice we got people to come from a different jurisdiction to talk to us. They put together a good background presentation that would help us in our business planning. They did it on absolutely short notice and put themselves out there to come and talk to us about it."

In 2010, Miller led Freshfields' team in representing Zurich Life Insurance in connection with an investment management agreement under which Zurich appointed a third party to manage a securities portfolio. Miller's team advised on market practice in addition to Hong Kong legal and regulatory issues. The Freshfields team is also advising a number of international private equity firms and fund managers on Hong Kong regulatory matters such as licensing applications, anti money-laundering regulations and ongoing compliance issues.

The firm also advised in financial services regulatory matters in relation to major acquisitions and IPOs, including representing consortium of investors led by Ruentex Group on the $2.16 billion acquisition of Nan Shan Life Insurance (Taiwan's third largest insurer) from American International Group (AIG). The consortium is made up of Ruentex Group (a Taiwanese conglomerate engaged in textiles, construction, finance, medical services, education and retail), and Pou Chen (a Taiwanese footwear manufacturer). Both companies are joining together to buy AIG's 97.6% in Nan Shan Life. The transaction is subject to receipt of regulatory approvals in Taiwan.

Partner Nicholas French leads Freshfields Asian competition/antitrust practice from Beijing, and is responsible for restructuring teams in Hong Kong, China, Vietnam and Japan. Beijing-based partner Michael Han has deep experience with China's regulatory regime, having worked at the predecessor government body to the Ministry of Commerce (the Ministry of Foreign Trade and Economic Cooperation) before joining Freshfields.

Clients seem to appreciate the genuine familiarity that Freshfields team has with Chinese regulators and authorities. "Freshfields has a good, specialised group of lawyers, says one client. "Michael Han is very strong since he has a good relationship with Mofcom."

Freshfields global network of top partners with multi-jurisdictional expertise means that the firm is well-equipped to advise clients on competition/antitrust issues that affect even the most complex businesses. The Beijing and Greater China competition/antitrust team represents clients in merger and joint venture efforts across a number of sectors. The Beijing team has special expertise in advising on issues in the manufacturing, construction, infrastructure, private equity and healthcare fields.

Freshfields has strong global relationships with leading financial institutions and private equity players, and these connections put the firm in a good position to advise on China inbound and outbound transactions. Freshfield's strong international M&A network also means that the Hong Kong team is often part of significant global acquisitions or take-privates. Clients seem to especially appreciate the firm's international network and ability to handle the largest-volume transactions. "Freshfields has quality partners and better global coverage compared to similar firms," one client comments, "they are really able to handle the bigger transactions."

In one of the firm's most high-profile deals last year, Freshfields' M&A team advised Chinese state-owned nuclear power company China Guangdong Nuclear Power Corp (CGNPC) in its acquisition of Meiya Power Company (MPC) from Standard Chartered Private Equity and Noonday Asset Management. MPC focuses on clean and sustainable energy and is an independent power producer with investments in 22 power projects operating in China and the Republic of Korea.

Freshfields is currently advising a consortium of investors led by Hong Kong listed Cheung Kong Infrastructure Holdings on its proposed cash acquisition of UK listed Northumbrian Water Group. The deal, estimated at £2.4 billion, will involve a multi-jurisdictional team of Freshfields partners in London and Hong Kong.

Partner Teresa Ko also led the Hong Kong team as part of a multi-jurisdictional team that advised Vodafone on its £4.3 million 3.2% stake in China Mobile.

Freshfields Greater China private equity team is led by Rob Ashworth in Hong Kong. May 2011 brought the addition of partner Simon Weller, who relocated from the London office and Weller's addition may significantly augment the firm's private equity practice on the island. The firm's top equity capital markets practice in Hong Kong means that the firm is well positioned to offer private equity clients successful IPO exits in the Asia market. This high-end capability had led to an impressive client list of key global and regional private equity players.

In 2010, the team advised Newbridge (TPG Capital) on the sale to Ping An Insurance of its 16.76% stake in Shenzhen Development Bank (SDB). Alongside the transaction, Ping An Insurance also agreed to subscribe to new shares in Shenzhen Development Bank for a subscription price of up to $1.5 billion. After completion of the transaction and share subscription, Ping An was set to own less than 30% of Shenzhen Development Bank. The deal allowed TPG to successfully exit its investment in SDB.

Ashworth also led a team advising TPG capital in its first investment into China's solar power sector, with the $150 million acquisition of a stake in Comtec Solar Systems Group.

Freshfields Bruckhaus Deringer's team globally strong network of lenders gives the Hong Kong team a comparative advantage in some important project finance deals across the Asia pacific region. Freshfiels' Hong Kong team has particularly strong relationships with project finance entities in Vietnam, and has been involved in some of the country's most important power projects this year.

In one Vietnam-based project, Freshfields' team recently represented developer AES in connection with the EPC contracts for the $1.5bn Mong Duong 2 coal-fired power project in Quang Ninh province, Vietnam. The Freshfields project finance group is also an ongoing advisor to intercreditor agent Credit Agricole on another Vietnam-based enterprise, the Phu My 3 power project.

Though peers pan Freshfields Bruckhaus Deringer's work in the capital markets area, the firm retains a prestigious list of banking clients, including Barclays Bank, Daiwa Capital Markets Europe, Macquarie Goodman Japan, Macquarie Bank and SBI Holdings.

This year partners Junzaburo Kiuchi and Edward Cole of the Tokyo office assisted SBI Holdings with partners in the firm's Hong Kong and Shanghai office regarding the proposed HK$2.55 billion ($330 million) of Hong Kong depositary receipts on the Hong Kong Stock Exchange.

"Freshfields Bruckhaus Deringers' strong international team made a difference," a client notes. "They really leveraged their Hong Kong office." The firm's presence throughout Asia, with offices in China, Hong Kong, Japan and Vietnam, is greatly appreciated by clients.

Partner Takeshi Nakao, co-head of the antitrust, competition and trade practice, has been especially active in the M&A practice this year. "He has excellent legal knowledge and experience, while also possessing good English communication skills," comments a client.

Nakao, along with Tokyo partners James Wood and Junzaburo Kiuchi, worked with Robert Ashworth of the firm's Hong Kong office and Beijing-based Nicholas French to advise Lenovo Group regarding a 51:49 joint venture with NEC Corporation. The US $500 million transaction was one of the largest involving a Chinese bidder since the credit crunch.

Freshfields Bruckhaus Deringer has "good knowledge of Vietnam laws and regulations", a client says. "With very little innovation possible in a Vietnam context, where clarifications to legal interpretations may vary with individual government officers, they do very well", the same client adds.

"Freshfields' partners and practitioners are able to understand requirements much faster, due to their long experience in handling corporate companies' legal affairs in Vietnam," says another client.

One of the standout practitioners is Tony Foster, who "knows the system inside out and is able to distil that experience into something that very closely resembles wisdom", comments a rival. "Tony is an absolutely outstanding individual and has a high level of integrity [and] incredible amount of knowledge," a client adds, "Tony is an institution here; genuinely the best."

Proving the team is not a one-man band, Bui Thanh Tien is recommended by one peer as "a very senior Vietnamese lawyer in Ho Chi Minh City in terms of knowledge and execution".

The past year saw the team advise Singapore Technologies Telemedia in the acquisition of a strategic interest in Electricity of Vietnam Telecom. This significant transaction is one of the first large state-owned enterprise acquisitions in recent years.

Another notable highlight was advising AES on the sale of a 30% interest in AES-VCM Mong Duong Power to Posco. AES VCM owns the 1200MW Mong Duong 2 Power Project. The firm also advised the sale of a further 19% interest to China Investment Corporation, a state-owned investment agency in China.