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

Simpson Thacher has had an especially strong year in assisting Chinese companies in gaining access to international capital markets, advising both issuers and underwriters on a range of transactions. Client praise Simpson Thacher's accessibility and value. "They were really responsive," one client said, "and gave surprisingly good value for money for a top-market firm. Our relationship with the firm is primarily with partner Leiming Chen. He's very good to work with and very helpful."

The team has been involved in US IPOs of Chinese companies like: Ambow Education, Charm Communications, ,China Ming Yang Wind Power, Concord Medical Services, Bona Film, and Yingli Green Energy.

In the Bona Film Transaction, partner Chris Lin led the team in advising the Group in its $99.8 million IPO and listing on Nasdaq. The transaction represented the first time a China-based film company has been publicly listed in the United States.

Lin's team also represented China Zhengtong Auto Services Holding's HK$3.65 Billion ($470.7 million) Hong Kong IPO and Rule 144A/Reg S Offering. China Zhengtong Auto is the country's second largest BMW dealer and is a major automobile dealership group in China.

Another highlight saw partner Leiming Chen advise Changsha Zoomlion (Zoomlion) Heavy Industry Science and Technology Development in its Hong Kong IPO of H and Rule 144A/Reg S shares which raised approximately HK$13.02 billion in gross proceeds (before the exercise of the over-allotment option). Zoomlion's ordinary shares traded in Renminbi have been listed on the Shenzhen Stock Exchange from October 2000, and its H Shares are listed on the Hong Kong Stock Exchange.

The team also represented underwriters Goldman Sachs (Asia) in relation to Youku.com's $233.3 million Nyse IPO, also led by Leiming Chen. The offering raised $233.3 million for the leading China-based internet television and video company.

Simpson Thacher & Bartlett's Beijing M&A practice is gaining traction in the market and clients at least have been impressed with the firm's offering: "Outstanding across the board," says one, "these guys pretty much worked on every M&A we looked at. The people are very talented lawyers, and the best in their field in terms of subject matter knowledge. They have a clear strategy that's relevant and important to me as a client, and are very flexible when thinking through stuff and getting to an outcome. I had a very very positive experience in working with them. They are simply the best team I have every worked with."

Shaolin Luo, partner in the Beijing office, led the team in several high-profile transactions with Chalco HK South East Investment, a wholly-owned subsidiary of Aluminum Corporation of China. Luo's team advised Chalco in its acquisition of a 60% stake in Lao Service Mining Company from Lao Services. Lao Service Mining will become a joint venture between Chalco and Lao Services in order to exploit mineral resources in Laos, as well as construct and develop an aluminium refinery and smelter in the country.

Luo and his team also advised Chalco in establishing a Sino-Foreign Equity Joint Venture with Sapa AB to design, manufacture and market products to serve the growing high-speed rail market in China. Chalco is the largest aluminum manufacturer in China and the third largest aluminum manufacturer worldwide. The joint venture will be Chalco's first ever in aluminum production, and the joint venture investment amounts to Rmb630 million ($97 million).

Shaolin Luo also partnered with Hong Kong-based partner Kathryn King Sudol in representing China National Agrochemical in its announced acquisition of Makhteshim Agan Industries, the world's largest generic agrochemical company.

Simpson Thacher's leading private equity practice will be further bolstered this year with the addition of its Hong Kong law practice, which will provide a greater range of services to the firm's top of the line private equity clients. The firm can be proud of its truly strong Beijing office, which one peer describes as having partners who go beyond the "supporting role for Hong Kong" that many private equity firms' China offices play.

That strength was in evidence this year by the Beijing office's lead on transactions such as Chalco's acquisition of a stake in Lao Service Mining. Partner Shaolin Luo led Simpson Thacher's team in advising Chalco in acquiring a 60% stake in Laos-based Lao Service Mining (LSM) from Lao Services Incorporation (LSI). LSM will turn into a joint venture between Chalco and LSI as a result of the investment.

Partner Kathryn King Sudol also advised Blum Capital Partners in relation to its investment in Pacific Alliance Group Holdings, which has affiliates who manage investment funds covering private equity, hedge fund and distressed and real estate investments in China and across Asia.

This was a year of changes for Simpson Thacher, as the capital markets team gained Hong Kong law capability with the addition of top partner Celia Lam from Linklaters and Christopher Wong from Freshfields' China practice. This move signals the firm's decision to aim for the top of the market as it competes with the flood of US firms acquiring Hong Kong law capability this year.

Partner Leiming Chen seems to be particularly well-regarded by clients. "Leiming Chen does good work," one client comments. "I think that any time we have technical issues he has well thought out answers. He has strong technical skills and is able to find solutions in difficult situations. He can be commercial and creative."

Last year Chen advised Changsha Zoomlion last year on its $13 billion IPO of Rule 144A/Reg S shares on the Hong Kong Stock Exchange. In a similar deal Chris Lin acted for China Zhengtong Auto Services Holding on its $470.7 million IPO in Hong Kong and Rule 144A/Reg S offering.

Simpson Thacher has posted a strong deal list this year when it comes to both US and Hong Kong IPOs. On the US side, again it was Lin recently led Simpson Thacher's team in advising the Bona Film Group in its $99.8 million IPO and listing on Nasdaq. Bona Film has film distribution and production operations in addition to operating movie theatres and a talent agency in China, and the transaction represented the first time a China-based film company has been publicly listed in the United States.

The team also represented underwriters Goldman Sachs (Asia) in relation to Youku.com's $233.3 million IPO on the Nyse.

Simpson Thacher & Bartlett has developed a strong M&A practice based on its reputation and the strength of its client relationships. One client illustrates this by saying, "I would call Simpson Thacher our de facto in-house counsel. I would consider them members of our firm. When we moved to Hong Kong they followed us here, and we have very close ties with them at the highest levels. We know they're busy, but as a client we try to monopolise their time because I know they're the best out there."

While best known as a leading capital markets firm, Simpson Thacher certainly has a growing presence in related practice areas. One client explains this as being due to the quality of the firm's partners. "They are outstanding across the board," says one, "these guys pretty much worked on every M&A we looked at. The people are very talented lawyers, and the best in their field in terms of subject matter knowledge. They have a clear strategy that's relevant and important to me as a client and are very flexible when thinking through stuff and getting to an outcome. I had a very very positive experience in working with them. They are simply the best team I have ever worked with."

Hong Kong partner Kathryn King Sudol recently led the Simpson Thacher team that advised Primus Pacific Partners in the sale of their 4.5% stake in new China Life Insurance. New China Life is one of the largest insurance companies in mainland China, and affiliates of Temasek and Standard Chartered will acquire two thirds of Primus Pacific Partners' share after the deal's closing.

Simpson Thacher's leading private equity practice has been augmented this year by the firm's establishment of a local Hong Kong law practice, brining it into line with many of its US contemporaries.

In a deal that closed in November 2010, Hong Kong partner Kathryn King Sudol led Simpson Thacher's team in advising Primus Pacific Partners on the sale of their 4.5% stake in New China Life Insurance. After closing conditions are achieved, an affiliate of Temasek Holdings will acquire 67% of Primus Pacific Partners' stake, and Standard Chartered Bank will acquire 33%. Sudol also advised Blum Capital Partners in connection with its investment in Pacific Alliance Group Holdings.

On the mainland side, the Beijing office advised Chalco's acquisition of a stake in Lao Service Mining. The deal effectively creates a joint venture between the two entities.

Simpson Thacher & Bartlett is at the top of the market for private equity fund formation in Hong Kong. The firm's leading private equity practice has been a natural development of its leadership in the private equity space, which means that Simpson Thacher fields an impressive list of top private equity houses as clients. These clients can't seem to say enough about leading partner Phil Culhane and his counsel Adam Furber.

"They were doing our PE fund set up for us," one client says, "and we found them very helpful and experienced. For instance, they have very strong expertise on how to determine best structure for clients, and their advice was uniquely tailored to our specific needs."

Another client notes that, "Occasionally we use local firms, but we use STB where special expertise is needed. Philip Culhane is the key guy. When we need them, Philip is very responsive, which is one of the things that endeared us to Simpson Thacher. Even when he's busy, when we get in touch with him he's immediately on it. Some of the firms out here don't have a stable of lawyers and the 'ships' tend to be less manned."

One recent example of Culhane's work was his representation of New Horizon China Capital III (and its predecessor fund) outside counsel. New Horizon China Capital III is a fund that makes private equity investments in China, and the fundraising spanned the duration of the recent global financial crisis with a final close of $750 million. Culhane also recently advised the approximately $1 billion FountainVest China Growth Capital Fund as outside counsel. The fund, which makes capital private equity investments in China, includes an offshore synthetic Rmb-denominated vehicle which is believed to be first of its kind, as well as a standard US Dollar vehicle.

While peers note that the firm does not have the clout of Japanese firms, they unanimously agree on Simpson Thacher's tremendous reputation in the Japanese market. The Wall Street firm saw another excellent year, with an impressive deal list involving Japanese issuers, particularly IPOs and bank capital transactions. This client appreciates Simpson Thacher's underwriter relationships: "We appoint Simpson Thacher because its lawyers are very good at disclosure work. Also, they know the underwriters very well and are good at handling them."

Another is a fan of Alan Cannon's: "On the international law side, Simpson is very helpful and the lawyers are always approachable. I'd personally choose Cannon as the most capable partner, but he's very very busy."

A showpiece transaction early this year had the team, led by Cannon, representing Resona Holdings, Japan's fourth-largest banking group by asset size, in its global offering of common stock that raised ¥547.7 billion (approximately $6.6 billion) for the issuer. The international portion of the transaction included an offering to qualified institutional buyers in the United States pursuant to Rule 144A and an offering outside the US in reliance on Reg S.

Another highlight saw, the team led by Takahiro Saito, represent the issuer in a global offering of 5,609,000,000 shares of common stock issued by Mizuho Financial Group. Mizuho Securities, Nomura Securities, JPMorgan and Merrill Lynch Japan Securities were the joint global coordinators in the transaction that closed in July 2010.

"David Sneider and Alan Cannon are knowledgeable and take care of juniors very well," commented a financial firm client. The firm's impressive broad base of both issuer and underwriter clients include Dai-ichi Life, Goldman Sachs, Merrill Lynch, Mizuho Financial Group, Morgan Stanley, Nomura Securities, Shinsei Bank and UBS.

"One of the most popular firms in Japan" with "global connections smooth enough for us to support large deals," is the analysis of one investment banker client of Simpson Thacher & Bartlett.

One highlight for the firm was representing Kohlberg Kravis Roberst (KKR) as co-counsel, led by Sinead O'Shea, in relation with Taiwan-based Orion Investment's announced public tender offer. Another highlight saw O'Shea representing China National Agrochemical Corporation in relation to a $960 million non-recourse entrusted loan to Koor Industries.

Clients and peers have particular praise for David Sneider, who has been head of the Tokyo office since 1994. One peer notes that he is a "very bright and capable guy". He is "very accessible and willing to take calls late at night" says an investment banking client.

Representing both lenders and borrowers, the firm's clients include Primus Financial Holdings, Goldman Sachs, First Reserve Corporation and The Blackstone Group

Simpson Thatcher has represented numerous high-profile South Korean clients, including Korea Gas Corporation, LG Uplus, Posco, and Hyundai Capital. The firm's two Korea practice partners, Jin Hyuk Park and Youngjin Sohn, are in Hong Kong. The Korea practice also comprises five associates and one counsel.

Jin Hyuk Park advised BNP Paribas, Bank of America Merrill Lynch, Deutsche Bank, Goldman Sachs International and Morgan Stanley as they purchased $700 million of 4.25% notes issued by Posco.