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China

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Capital markets - foreign firms

2011 has brought much negative press about Chinese companies being undervalued by international investors on the New York Stock Exchange and Nasdaq due to questions of accountability, transparency and corporate governance. There has also been an increasing level of talk about potential "go-private" listings, where Chinese companies plan to de-list from US exchanges and perhaps re-list in Hong Kong or Singapore. In these cases, the presumption is that Asian investors who could "better understand" the companies would have increased opportunities to buy shares on the region's exchanges and thus bring up the stock price. "At this point, much of the talk of go-private work in the market is speculative," says one leading partner. "How much these really take off remains to be seen."

Despite this however, there seems to be no noticeable slow-down in Chinese companies wishing to list in the US and overseas. Either way, the level of listing and de-listing advising that will be required in the future means that both Chinese and international firms' capital market practices should have a robust pipeline of work moving forward.

Perhaps related to the perception of Chinese companies getting a poor shake on the US markets, A and H-shares listings have become increasingly popular as a way for companies to provide investment opportunities to both Chinese and international investors.

On the debt side, Rmb-denominated bonds (dim sum bonds) have skyrocketed in popularity. While the first deals were done in 2009, this past year has brought a flood of Rmb-denominated bond work to both domestic and international capital markets practices.

The bonds are especially sought after by international investors who do not have direct exposure to Rmb-denominated assets because they are constrained by China's capital control regime. The dim sum bond market allows entities to issue Rmb-denominated bonds on the Hong Kong Stock Exchange, theoretically giving Chinese investors increased opportunity to carry bonds in Chinese companies. As dim sum bonds become more popular, it will remain to be seen whether this work will remain with the region's more high-end firms or becomes more commoditised throughout the market.

Davis Polk & Wardwell

Davis Polk continues to provide strong offerings to clients based on the strength of its US and English law practice. In November 2010, the firm also added a Hong Kong law practice with the addition of partners Bonnie Chan, Antony Dapiran (Freshfields) and Paul Chow (Linklaters).... [more]

Leading lawyers
William Barron
Antony Dapiran
James C Lin
Howard Zhang

Freshfields Bruckhaus Deringer

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.... [more]

Leading lawyers
Teresa Ko
Calvin Lai

Herbert Smith

Herbert Smith continues its dominant presence in mainland China cross-border work, having completed some of the largest deals out of anyone in the market this year. Clients seem happy with the firm's accessibility and ability on capital markets deals.... [more]

Leading lawyers
Tom Chau
Matt Emsley
Gary Lock
Kevin Roy

Simpson Thacher & Bartlett

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.... [more]

Leading lawyers
Chen Leiming
Chris Lin

Shearman & Sterling

Shearman & Sterling's China capital markets practice includes both debt and equity offerings, and the recent addition of Shearman's Hong Kong law practice has expanded the firm's greater China services for clients seeking advice on Hong Kong IPOs.Partner Shuang Zhao joined Shearman's team in August 2010, bringing her experience representing investment banks in Nasdaq and Nyse IPOs, Rule 144A/Reg S offerings of equity, debt, and convertible securities and Hong Kong IPOs to the firm.... [more]

Leading lawyers
Matthew Bersani
Colin Law
Kyungwon (Won) Lee
Alan Seem
Shuang Zhao

Skadden Arps Slate Meagher & Flom

Skadden has led the field this year in advising Chinese companies wishing to list in the US. Despite this year's trend of some US-listed Chinese companies wishing to de-list activity remains buoyant and Skadden seems enviably well-positioned to capitalise.... [more]

Leading lawyers
John L Christianson
Z Julie Gao
Peter Huang
Edward Lam

Allen & Overy

While there have been some market naysayers in the past years who have claimed that Allen & Overy's Greater China equity capital markets team was a bit thin, this year has seen the firm's capital markets team working on several of the most major deals in the market, and it looks as if they will only increase their presence in the future. "Allen & Overy was great, as always," says one client who recently instructed the firm on a deal.... [more]

Leading lawyers
David Johnson
Mark Roppel
Chris Swift

Baker & McKenzie

Baker and McKenzie's capital markets practice, whose mainland US Securities practice is led out of Beijing by partner Scott Clemens, has had an impressive run of deals this year, especially with regards to Rmb-denominated offerings and Reit (Real Estate Investment Trust) work. "Baker has a large practice that is plugged in to what is happening in the mainland China market," says a partner at a rival firm.... [more]

Leading lawyers
PH Chik
Scott Clemens
Jackie Lo

Clifford Chance

Clifford Chance continues to field a strong capital markets team in Asia and has had a robust workload this past year, including headline deals like the $10 billion simultaneous London/Hong Kong dual listings of Glencore, the H share $2 billion offering by Shanghai Pharmaceuticals and Prada's listing on the Hong Kong Exchange. Peers in the market comment on the firm's dominant presence when it comes to representing underwriters.... [more]

Leading lawyers
Crawford Brickley
Cherry Chan
Amy Lo
Tim Wang

Latham & Watkins

Peers in the market recognise Latham's team for its particular capabilities in counselling issuers in navigating the complexities of IPOs and follow-on offerings, as well as the issues associated with listing in the US and Hong Kong. Latham's team is especially strong in the IPO space, with leading partners representing clients on US and Hong Kong IPOs.... [more]

Leading lawyers
Eugene Lee
Michael Liu

Linklaters

Linklaters' capital markets team continues to enjoy a top position in debt, equity and derivatives and structured products in Asia. "Linklaters is one of those few firms that is strong on all fronts," says a partner at a rival firm.... [more]

Leading lawyers
Robert Cleaver
Teresa Ma

Morrison & Foerster

Morrison & Foerster's practice has moved from strength to strength this year with its Greater China team's specialisation in US and Hong Kong securities. "If it is a US placement," one client says, "we use MoFo.... [more]

Leading lawyers
Stephen Birkett
Charles Chau
Ven Tan
Gregory Wang

O'Melveny & Myers

O'Melveny's strong ties with its market-leading SEC (Securities & Exchange Commission) regulatory advisory practice in Washington DC allows the Greater China team to specialise in finding solutions for obstacles that clients may face in seeking US listings or other securities offerings. "O'Melveny's team is good in terms of expertise," says one client.... [more]

Leading lawyers
Kurt Berney
Portia Ku
David Roberts

Orrick Herrington & Sutcliffe

Orrick's capital market's team can be especially proud of their leading issuer-side status in representing companies on Hong Kong IPOs. "We often see Orrick across the table when we're on the underwriters' side and they're acting for issuers," says a partner at a rival firm.... [more]

Leading lawyers
Jeffrey Sun
Tom Tobiason

Paul Hastings Janofsky & Walker

Paul Hastings has substantially bulked up its capital markets practice in the past two years, and the rest of the market is taking notice. Steve Winegar, Christopher Betts and Catherine Tsang all joined the capital markets practice in the past year.... [more]

Leading lawyers
Christopher Betts
Vivian Lam
Raymond Li
Sammy Li

Sidley Austin

Clients are pleased with Sidley's capabilities and understanding of clients' needs in the market. "In general I find them to be quite practical and commercial in taking direction and responding to my requirements," says one client.... [more]

Leading lawyers
Constance Choy
Anthony Jacobsen
Tim Li
Alex Lloyd
Matthew Sheridan

Sullivan & Cromwell

This past year was particularly important for Sullivan & Cromwell as they launched their Hong Kong law practice with the hiring of capital markets partner Kay Ian Ng and counsel Gwen Wong. Kay Ian Ng, formerly a managing partner at Freshfields, brings deep experience in Hong Kong law-related capital markets practice and should allow Sullivan & Cromwell to quickly develop a top Hong Kong law practice.... [more]

Leading lawyers
William Chua
Kay Ian Ng
Chun Wei

Hogan Lovells

Hogan Lovells' capital markets group continues to advise both issues and underwriters, and has worked on more than ten prospective Hong Kong IPOs this year. The team has a strong client base including UBS, Deutsche Bank, Macquarie, DBS, Morgan Stanley, Citigroup and Nomura and others.... [more]

Leading lawyers
Jamie Barr
Terence Lau
Man Chiu Lee

King & Wood Mallesons

In March 2012 Mallesons Stephen Jaques merged with King & Wood to form King & Wood Mallesons, the first Sino-Australian firm. In the first phase the two firms will combine their Australian, Chinese and Hong Kong partnerships under a Swiss Verein structure.... [more]

Leading lawyers
Conrad Chan
Hayden Flinn
Larry Kwok
Nicola Wakefield Evans

Slaughter and May

Slaughter and May's capital markets practice may not be the largest in the market, but peers and clients have genuine respect for high-quality lead practitioners Neil and Benita Yu. "Benita Yu is simply a top practitioner in Hong Kong and China," says a rival partner, "all clients and peers in the market seem to respect her, and her reputation for doing quality work is well-deserved.... [more]

Leading lawyers
Neil Hyman
Benita Yu

Cleary Gottlieb Steen & Hamilton

In February 2011, Cleary Gottlieb Steen & Hamilton added to the range of services it can offer to clients with the addition of its Hong Kong law practice and experienced partner Freeman Chan from Norton Rose.Recently the team advised underwriters Morgan Stanley and Citi in the offering of Rmb1.... [more]

Leading lawyers
Freeman Chan
David Hirsch
Clayton Johnson
Megan Tang

Fried Frank Harris Shriver & Jacobson

With alumni from the US Securities and Exchange Commission integrated into its Asia platform, Fried Frank Harris Shriver & Jacobson offers a one-stop shop with its experienced partners in US, UK and Hong Kong law. "We like Fried Frank for our mid-cap work," says one client.... [more]

Leading lawyers
Victoria Lloyd
Joshua Wechsler
Siân Withey

Woo Kwan Lee & Lo

Woo Kwan Lee & Lo has acted in several major local Hong Kong capital markets transactions this year. Partners Carmelo Lee, Catherine Yip and Annie Yiu led a team advising Henderson Land Development Company in relation to the bonus issue of 429 million warrants on the basis of one warrant for every five shares held.... [more]

Leading lawyers
Carmelo Lee
Sandy Lee

See also

China
Asia-Pacific

Practice areas

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