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

Inbound and outbound M&A both remain alive and well in China related deals, and both areas seem to show few lingering effects of the financial crisis. This year's most exciting action on the outbound side illuminates one of the most significant continuing trends in the M&A space, as more and different types of companies are venturing beyond China's borders for acquisitions.

While Chinese companies have historically sought targets in the natural resources, mining, oil and gas and low-end manufacturing sectors, there seems to be a growing trend for Chinese companies to make more high-tech, strategic acquisitions. Chinese companies are becoming increasingly likely to target European or American international brands and to prioritise buying an overseas, established brand as part of their growth strategy. There is also increasing interest in buying high-end technology in the high-tech and life sciences sectors, rather than solely developing technology in-house. While the majority of outbound acquisitions are certainly still in the more historically popular sectors, the tendency for Chinese companies to target technology and intellectual property at an increasing rate is a sure trend.

On the inbound side, foreign companies still show a strong interest in acquiring Chinese manufacturing and materials targets.

Joint ventures between foreign-owned companies and Chinese entities also seem to be becoming increasingly common. Foreign companies seem to be slowly gaining confidence regarding the prospect of entering into joint ventures with Chinese and state-owned companies. One prime example of this is the recent joint venture by The Walt Disney Company and the state-owned Shanghai Shendi group for the creation of the new Shanghai Disneyland. The deal, which has been nearly ten years in the making, represents one of the largest foreign investments into a joint venture in China's entertainment industry and could be indicative of more such arrangements to develop in the future.

Allen & Overy's M&A team has won substantial recognition from peers this year, with many partners at rival firms acknowledging the growing strength of its Greater China presence. "A&O is really investing in their China-side practice," says one peer. "You can see that with the kinds of deals they've recently been getting."

The firm's deal list from this past year shows how they have earned this strong reputation. In the life sciences sector partners Peter Thorp, Jing Wang and David Esseks advised Novartis on its Rmb850 million ($131 million) acquisition of 85% of private company Zhejiang Tianyuan Bio-Pharmaceutical, one of China's largest influenza vaccine manufacturers. This transaction represented the first acquisition made by Novartis Vaccines and Diagnostics in China. Because Novartis Vaccines and Diagnostics is a US company, the acquisition involved a significant FCPA investigation and a compliance program element.

Shanghai partner Richard Kim also represented Novartis in its multi-jurisdictional acquisition of Alcon. The transaction involved one of the first ever orders by the Chinese anti-trust authorities in ordering a company's subsidiary to end a distribution and manufacturing relationship-in this case, CIBA Vision was ordered to end its distribution and manufacturing relationship with Ginko, China's largest seller of contact lenses. Allen & Overy's team is assisting CIBA Vision on the unwinding of arrangements with the contact lens manufacturer.

On the financial services side, corporate partner Victor Ho led a team in advising DBS Bank and DBS Bank (China) on the acquisition of the retail and commercial customer base, banking portfolios and related employees of RBS China. This transaction represents a rare opportunity for DBS and DBS China to acquire a large customer base in the country. Because of limitations under the Chinese law requiring individual customers to consent to a transfer of deposits, the transaction is structured and described as a "business migration" instead of a sale of RBS China's retail and commercial business. The deal is further complicated because of issues concerning the allocation of risk between the banks for deposits or structured products which were sold to the migrating customers prior to the migration. Additionally, there is not a clear regulatory review and approval framework for this kind of transaction, which means that the parties have to rely on an ad hoc review and approval process.

When it comes to Clifford Chance in M&A, the market was almost universal in its opinion that the firm is a top tier operation. "Clifford Chance is well-established and has a longstanding history of China-related M&A work," says one partner at a rival firm. "They're the team a lot of people want to work with because of their strong history and track record." The positive peer feedback certainly makes sense in light of the team's deal list this year, with key transactions in the financial services, life sciences, healthcare and consumer goods and retail sectors for both inbound and outbound transactions.

As head of M&A in Asia, Roger Denny led a team that advised Rabobank on its investment in the Agricultural Bank of China IPO and accompanying strategic cooperation agreement which covered multiple business lines, for a deal value of over $250 million. The Agricultural Bank of China IPO was the world's largest ever IPO, with cornerstone investments that locked in 50% of the offering.

Cherry Chan and Virginia Lee advised Telefónica on an enhanced cooperation agreement with China Unicom, building on an existing strategic alliance between the two companies that the Clifford Chance team previously advised on.

On the outbound side, Head of the Mainland China Corporate Group Emma Davies led the group in advising Royal DSM on the development of a 50/50 joint venture between Sinochem group and Royal DSM's DSM Anti-Infectives activities worldwide. In the agreement, Sinochem Group takes a 50% equity interest in DSM Anti-Infectives through a cash consideration of €210 million ($302 million) on a debt-free, cash basis. The transaction is subject to regulatory approvals and clearances in the EU and elsewhere.

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.

Linklaters' M&A practice in China has the enviable position of being both prestigious in the market and lauded by clients. While Linklaters consistently brings in high-profile, complex deals, clients say that they feel appreciated and well-served by the firm."We use other magic circle firms for general China advisory work, but for strategic projects, we go to Linklaters," says one. "Our relationship with them is very close and we are valued as a client. I'd rate them five out of five for technical ability, as they really know their stuff and gave very practical and commercially sound advice. You know how investment into Chinese financial institutions can be – generally there would be a lot of issues arising from the project, and we would turn to them for legal/regulatory perspective. They are also accessible and committed. For example, the partner attended all the negotiations with our team."

The firm has completed an impressive number of transactions this year, including acting as counsel to Credit Suisse and Shenzhen Development Bank in its merger with Ping An Bank. The $4.4 billion transaction represented the biggest banking restructuring transaction in China, and was key in progressing the establishment of integrated financial groups in the country.

The M&A team also represented China Mobile in its subscription of over two billion shares to be issued by Shanghai Pudong Development Bank at more than $6 billion. The transaction would make China Mobile the largest shareholder in the bank, holding interest in over 20% of the enlarged share capital issued and the first acquisition of a stake in a Chinese bank by a native telecommunications provider. China Mobile and SPD Bank also entered into a strategic cooperation memorandum of understanding for the future involving mobile commerce and e-finance.

Shearman and Sterling's China M&A team, led by China managing partner Lee Edwards continues to advise in high-profile cross-border M&A deals and is known as a firm of choice for advising on complex US-law transactions. "The M&A team is very good," says one client, "and they provide quick responses."

The firm's addition of a Hong Kong law practice in early 2010 has helped to expand their Greater China capacity and offer more services to clients.

Partner Gregory Puff and his team have served as counsel several of these committees, advising the Special Committee of China Security & Surveillance Technology in a potential going-private transaction. The board of directors of the Shenzhen-based company received a non-binding proposal from its Chairman and CEO to obtain all shares of common stock not already owned by the CEO, subject to certain conditions. Puff also leads in representing the Independent Committee of Chemspec International, a China-based contract manufacturer of engineered specialty chemicals, in a proposed going-private deal valued at $300 million. Partner Ling Huang leads a team advising The Special Committee of China Fire and Security Group in a proposed buyout by a leading global private equity firm.

The mainland China team has also recently advised Sanofi-aventis on its $520.6 million acquisition of BMP Sunstone Corporation, a specialty pharmaceutical firm that operates solely in China and was listed on the Nasdaq stock exchange. After the merger agreement was adopted, BMP Sunstone ceased to be publically traded on Nasdaq and will be de-listed.

Skadden stands out in the market for quality and the ability to handle the highest-tier transactions. Peers give a nod of respect to Skadden's M&A practice, resoundingly confirming the firm's tier one status. "Everybody knows and respects Nick Norris," says one partner at a rival firm, "Their M&A team is top quality. Nobody would say that they're just a capital markets shop." Clients point out that while Skadden partners are market-leading in technical knowledge, other factors make them stand out from their peers. According to one client: "I think where Skadden is able to provide the most value, among other firms that rank highly on technical ability, is because they understand us quite well, and as a result they are able to factor in not just technically superior legal advice, but legal advice with business commercial aspects so that we are able to achieve our objectives."

Skadden's deals seem to live up to the high market commendations for its M&A team. Beijing-based partners Gregory Miao and Peter Huang led Skadden in representing China Petroleum & Chemical Corporation (Sinopec) as US counsel in its acquisition of a 55% stake in oil and gas exporter and producer Sonangol Sinopec International (Cayman Islands). The $2.5 billion deal was Sinopec's first ever acquisition of upstream assets overseas.

The team also represented State Grid Corporation of China subsidiary State Grid International Development Limited (SGID), a utility company and an end user of copper, in the formation of a joint venture with copper and base metal producer Quadra Mining (Canada) to develop and run Quadra's Sierra Gorda project and Franke Mine and invest in other copper assets. The China State Power Grid Corporation is the largest public utilities company worldwide and also the largest copper consumer in China.

Baker & McKenzie continues to have a robust China M&A practice, seeing particular growth in the life sciences, consumer product manufacturing, energy and service sectors. Clients praise the true multi-jurisdictional expertise that the firm offers, especially on large, Asia-wide transactions. According to one client, "They've got members of the firm with expertise in different areas and multiple jurisdictions, they were able to provide very timely advice which was very much on point and useful. The transaction was a very large transaction – it required coordination and they coped with that very well. The transaction was done in a short time frame with a lot of pressure. The support they gave us upon closing was very impressive and they worked around the clock."

Baker's M&A acumen is demonstrated by their ongoing work in the Shanghai Disney foreign investment project, worth approximately $3.6 billion. Partners David Smith, Howard Wu, Edmond Chan and Barry Cheng advised Disney on its joint venture with Shanghai Shendi Group, which is a state-owned company that was established solely for the Shanghai Disneyland project. Once the joint venture is completed, Shendi will hold a 57% equity stake in Shanghai Disneyland, and Disney will own 43%.

Partners Elsa Chan and Anthony Jacobsen also advised Danone Asia on the sale of its 22.98% interest in China Huiyuan Juice Group to SAIF Partners III. This was a key transaction because of the high-profile nature of Huiyuan as a target; Coca Cola's attempt to takeover Huiyan was recently rejected by Chinese regulators, and was the first high-profile deal to be rejected on the grounds of Chinese anti-trust regulations. Danone was the second largest shareholder of Huiyuan and had been involved in the Coca Cola deal, and they divested all of their shares in Huiyuan during the deal.

Herbert Smith continues to have a strong China M&A practice, led by Head of Department Simon Meng out of Shanghai. Meng led on a number of influential (and confidential) M&A and joint venture deals in China this year, underscoring the strength of Herbert Smith's M&A practice across diverse sectors.

Meng's team garnered positive feedback from large and mid-sized clients alike. According to one client: "We are deeply satisfied and impressed by the extent of the knowledge of the firm regarding all of the questions raised by the deal: not only did they perfectly master the general regulations and laws of China but they precisely know the history of the project, which is of a great help for us."

Clients also had high praise for China partner Betty Tam: "Our interlocutor is first of all stable," says the client, "this is an important point because we do not have to explain again and again the different situations that occur. Moreover, Tam is always easily accessible and very reactive; I am used to saying that she probably never sleeps or rests because whatever the circumstances we always receive a feedback within 24 hours at the latest. Her answers and explanations are always clear and precise."

Tam led the Herbert Smith team on what may be one of the most unusual M&A transactions this year, advising Johnson Matthey in establishing a joint venture with Hebei Aoxing Pharmaceutical group in Xin Le. Johnson Matthew holds their 49% equity interest in the joint venture through Macfarlane Smith in Hong Kong, while Hebei Aoxing holds a 51% equity interest. The venture will initially produce and vent naxoline hydrochloride in China, with plans to then expand the business into the manufacturing and sale of active pharmaceutical ingredients for neurological and narcotic drugs in China. The deal was particularly atypical in that it may be the first joint venture ever to manufacture and sell narcotics drugs in highly regulated China.

O'Melveny's M&A practice is bolstered by its strength in depth in Chinese and US law. The firm has a genuinely strong team on the ground in China - and this in turn benefits clients, who get quality Chinese advice in-house without being at the mercy of whichever local firm partners with the international firm on a given deal. This has led to O'Melveny's team acquiring a very strong client list, as they advise repeat clients like AMD, Apple, China Development Bank, Deutsche Bank, Escada, General Mills, Goldman Sachs, the Government of Singapore (GIC), Honeywell, and Westinghouse. "They are generally pretty responsive and are basically willing to work to get the thing done," says one client. "They will be available pretty much 24/7."

In September 2010, O'Melveny advised the Special Committee of the Board of Directors of Nasdaq-listed Solarfun Power Holdings in a complex $370 million strategic transaction with Hanwha Chemical Corporation. The transaction will give Hanwha Chemical a 49.9% stake in Solarfun. The deal involves the issuance of approximately $78 million of newly issued shares, as well as an exit sale by Solarfun's two biggest shareholders. Partner Doug Freeman and up and coming counsel Victor Chen led the transaction. In the weeks after the deal was completed, several other full privatisation transactions were announced, including Harbin Electric, Chemspec and Tongjitang. Using a Special Committee process in the context of the proposed related party transaction demonstrates that China-based companies listed overseas continue to increasingly adopt international corporate governance best practices.

Partners Qiang Li and counsel Sean Tai led O'Melveny's team in representing Coty as lead international counsel and chief negotiator and principal drafter of legal documents. The deal, which was one of the largest acquisitions in the Chinese skin care industry, touched upon interesting aspects of a global multinational integrating a privately owned local Asian business. Furthermore, the local business was dominated by a handful of key individuals, and demanded consideration of the role and interests of these individuals after integration, as well as incorporating local goodwill with well known, high-end global brand names.

Paul Weiss has a longstanding China M&A practice, having first opened its Beijing office in 1981. The team has a particular historic strength in the telecom, IT and media markets, and is well known for high-profile, precedent-setting transactions. This year has been no exception.

This year's headline deal, ten years in the making, saw corporate partner Jeanette Chan able to celebrate the hard-won joint venture agreement between Walt Disney and the Shanghai Shendi for the development of a new Disney theme park in Shanghai. The deal marks one of the largest foreign investment projects in China with the project using its own 'Shanghai Model' for investing in, developing and operating the resort area. Paul Weiss represented the Shanghai Government and Shanghai Shendi from the project's beginning.

Underscoring the strength of the firm's telecom practice, Jeanette Chan also led in serving as regional international counsel to Motorola in the sale of its networks business to Nokia Siemens Networks (NSN). In the transaction, NSN agreed to acquire certain wireless network infrastructure assets from Motorola for a cash consideration of $1.2 billion. The deal involved the global transfer of Motorola's networks business to NSN, and required complex structuring in order to complete the transaction. The Motorola deal was also one of a select few of anti-monopoly review cases in China that entered into third phase review.

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.

Clients of Sullivan & Cromwell have especially high praise for partner Michael DeSombre and his team. As one client tells us: "We've worked with Michael DeSombre's team in Asia for more strategic transactions. He is a very good negotiator and looks after our interests. The team is very dedicated to business demands, and we were really glad to work with them."

In 2011 DeSombre advised Goldman Sachs in entering into a definitive agreement relating to its proposed acquisition of the remaining 55% of the shares that it does not already own in its Australian joint venture, Goldman Sachs & Partners Australia (GS&PA). The agreement sets forth the terms on which Goldman Sachs is expected to make an offer to former and current GS&PA employee shareholders so that they may purchase their shares for an undisclosed amount.

Sullivan and Cromwell also advised Goldman Sachs Asset Management, by way of its Indian subsidiary and Goldman Sachs Trustee Company (India) on a sale and purchase agreement for a strategic acquisition of all the outstanding shares in Benchmark Asset Management Company and Benchmark Trustee Company.

Desombre also led the team in advising Philippine Long Distance Telephone Company (PLDT) on its pending $1.7 billion acquisition of Digital Telecommunications Philippines (Digitel), regarding matters that deal with US securities law.

In January 2011, S&C represented Hanwha Corporation (Korea) in its investment into Komodo Enterprises, which was doing business as Solar Monkey in the US.

This has been a year of new additions for Cleary Gottlieb Steen & Hamilton, with veteran partner Freeman Chan joining Cleary from Norton Rose and establishing the firm's Hong Kong law practice. Cleary is one among a number of US firms to set up a local practice this year, with the likes of Sullivan & Cromwell also taking the plunge. In addition, Li Li joined the firm as partner and Cleary's new Beijing Office Director.

The M&A team has been involved in many key transactions this past year, including continuing to advise a China Conglomerate on its proposed acquisition of a major real estate/hotel resort development in Southeast Asia. Partner Mike Preston also represented Shandong Iron & Steel Group in its proposed $1.5 billion Investment in African Minerals (a London-listed company), as well as an associated iron-ore off take agreement.

Partners Mike Preston and Sang Jin Han have also advised buyer consortium made up of existing shareholders in connection with the recently announced "going-private" proposal submitted to the board of directors of Funtalk China Holdings. Funtalk is a retailer and distributor of wireless communications devices, content and accessories in 30 provinces across China.

Davis Polk & Wardwell's status as a major private equity house and capital markets shop has led to success this year in several M&A transactions involving both US and Hong Kong companies. This year saw the addition of partners Bonnie Chan, Paul Chow and Antony Dapiran to the Hong Kong office and Greater China team, and their capabilities will augment a Hong Kong law practice that will result in "one stop shop" offering for clients. Chow and Dapiran has strong credentials in M&A and private equity transactions while Chan, who joins the firm from the Hong Kong Stock Exchange, was formerly head of the IPO transaction department of the listing division.

Davis Polk worked extensively with Warburg Pincus on a number of investments in China and also with China Investment Corporation on outbound investments.

"We have a good long-term relationships with the key partners at Davis Polk," says one client. "Including Howard Zhang." Their offices in different continents work together well. We got very good support from their US offices for complicated US-related issues."

Recently Christopher Clarke represented a consortium including Cheung Kong Infrastructure Holding (CKI), Hong Kong Electric Holdings (HEH) and the Li Ka Shing foundation on a $9.44 billion outbound acquisition of EDF's UK electricity distribution assets. The deal's assets included three low-voltage electricity distribution networks in the East and South of England and also long-term construction and maintenance of electricity distribution infrastructure contracts with businesses such as London Underground and the Heathrow and Gatwick airports.

This past year brought several important promotions for DLA Piper's China offices, with Steven Liu being promoted to Head of Corporate, Beijing, and Wan Li, who joins from Minter Ellison, being appointed as Head of Corporate in Shanghai.

Another highlight of the team's work this past year was advising Qingdao Haier, on its $250 million acquisition of a controlling stake in the Haier Electronics Group. Qingdao Haier is an A-share listed company on the Shanghai Stock Exchange, and Haier Electronics Group was listed on the Hong Kong Stock Exchange. DLA Piper advised Qingdao Haier on the technically difficult acquisition, which required a successful SFC application for a waiver from the general offer of obligation, which is required under the Hong Kong takeovers code.

Liu also advised Ping An in placing 272 million new H shares to Jinjun Company, owned by Chow Tai Fook Nominee, at HK$71.50 per share. This made for a net value of HK$19.4 million ($2.49 million).

Clients say that they appreciate DLA Piper's breadth of knowledge in cross-border work: "We have instructed DLA Piper on acquisition work – I think they have rich knowledge in this regard and I always keep good communication with them. I rate their work very highly," says one.

The Hogan Lovells M&A team advised Ford in its sale of Volvo to Geely in one of the most sizeable and headline outbound China transactions this past year. They also represented Greentown China Holdings on a number of Chinese acquisition and disposal transactions with an aggregate value of over $230 million. Hogan Lovells M&A lawyers also assisted the International Finance Corporation on various equity investments in Hong Kong, China and India and represented the Marubeni Corporation on its acquisition of a minority stake in Acecook Vietnam Joint Stock Company in Vietnam.

The Latham & Watkins team continues to represent headline companies on leading Chinese-related inbound and outbound deals. Internationally, one of the M&A team's major deals last year involved advising Repsol YPF on its strategic alliance with Sinopec for the purposes of jointly developing the projects of Repsol Brasil. The transaction, valued at $17.8 billion, created one of Latin America's largest energy companies. Repsol was the country's third-largest oil producer in 2009 and is one of the largest independent upstream operators in Brazil. The deal also represents the second-largest overseas purchase in history by a Chinese company and the third time a Chinese state-owned enterprise invested in Latin America in 2010. Hong Kong-based partner Kenneth Chan took the lead on the China side of the deal, which required Latham's team working across their offices in Hong Kong, Madrid, Barcelona and London.

Shanghai partner Rowland Cheng was also active acting for the Bright Food Group on two high-profile proposed acquisitions - a $3 billion bid to acquire leading US-based vitamin and supplement chain retailer GNC Holdings and a £2.2 billion ($3.2 billion) bid to acquire United Biscuits, a British food manufacturer. On the inbound side, Cheng's team represented K12, a NYSE-listed provider of online educational services in the US, in its acquisition of Chinese language training company Web International English.

Newly-promoted partner Tim Gardner is currently representing the Primavera Capital Group (the private equity firm established by former Greater China chairman for Goldman Sachs Group Fred Hu) in connection with the complex privatisation of Chemspec International and Hong Kong-listed MIE Holdings. Hu also represented MIE Holdings in relation to its acquisition of oil and gas field assets in Kazakhstan from a US-listed company.

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. Full financial integration plans are yet to be announced.

Clients consistently praise the combination of quality work and excellent value for money that they feel they get from working with the firm. As one client says: "They are commercial, sensible and know how to price their work. We actually moved our team of counsels to Mallesons. We've used other firms and felt that because we weren't their biggest client we weren't very important, but at Mallesons we feel very valued and have a good long-term relationship. We especially like working with Nicola Wakefield."

While the firm has an historical strength in mining and natural resource related M&A deals in Asia due to its keystone offices and connections in Australia, the firm can boast of sizeable and significant deals across a range of sectors. For example, partners Joshua Cole and Jeremy Wade recently advised Telestra on the restructuring of Reach, the international telecoms joint venture between PCCW and Telestra. Partner Simon Milne also led in advising Telestra on its acquisition of a 67% interest in LMobile.

One client complimented the Beijing team on its accessibility and communication. "They were very quick on replies. Very prompt and we have a good working relationship with them. They also came up with some very creative ideas on approach and commercial issues. I have found that other international firms advising in China give advice that is too theoretical, whereas Mallesons' advice is always practical."

Other highlights included John Shi's advise to Rexel Distribution on three projects across China, including onshore and offshore acquisition structures and equity and asset acquisitions to comply with Chinese government approval. Stuart Valentine counseled GO on a proposed founding of a joint venture with China Southern Railways Qishuyan. Valentine and Martyn Huckerby also advised Campbells soup on its entering into an agreement with Swire Pacific to establish a joint venture in China. Scott Bouvier and Nicolas Groffman also acted for CSIRO in their partnership with China United Coalbed Methane in a A$10 million ($10.8 million) joint energy project that will store 2000 tonnes of carbon dioxide underground in Shanxi province.

Mayer Brown JSM is one of few international firms that can truly boast of having a critical mass of experienced lawyers who speak Mandarin, Cantonese and English and also a deep understanding of the Chinese legal market because of its on-the-ground footprint in China.

This year the team advised Li & Fung on its proposed acquisition of Integrated Distribution Services Group by way of privatisation pursuant to a scheme of arrangement. Partners Patrick Wong and Derek Tsang led on the HK$4.38 billion ($563 million) transaction.

"The Firm is fantastic in keeping an open line of communication with clients, guiding them with logical intelligence, and holding their hands every step of the way," says one client. "Mr [Martin] Robertson brought unrelenting yet harmonious skills to the negotiation table. We could not have finalised the joint venture agreement under favourable terms without him. We very often pause to wonder and stand rapt in awe how amazing he was to beat every single argument that came his way. Mr Robertson was always accessible, by telephone or e-mail, armed to the teeth, and ready to go to war. His legal judgment and business acumen are beyond reproach. He is truly brilliant. When it comes to Mr [Patrick] Wong, he knows our case like the back of his hand. Winning cases is important, but he views those wins in grander terms – the firm changes the game for everybody."

January 2011 saw the arrival of new partners at Minter Ellison in the forms of Barbara Mok, Katherine U, and Anne Ko and their teams who join from Jones Day. This has more than doubled the size of the corporate team in Greater China. Anthony Chan and Geraldine Johns-Putra also joined the firm as senior consultants in late 2010. A key focus of Minter Ellison's Greater China corporate practice is outbound investment from China to Australia and New Zealand, where the firm looks to see continued success and growth opportunities.

Morrison & Foerster has 29 years of experience in the China region and has a particular focus and expertise on domestic regulatory issues.

MoFo's team is also a leader in representing Japanese corporates seeking strategic M&A in China. The firm's strong Tokyo team works in conjunction with the China team to help successfully complete key transactions with these clients, and this Sino-Japanese strategy has recently yielded several significant deals.

One example is MoFo's representation of Kirin Holdings in its $400 million beverages joint venture with China Resources Enterprises. China Resources Enterprise is a Hong Kong-based consumer goods company that operates in the retail, food, beer and beverage markets in China, and the joint venture aims to manufacture and distribute non-alcoholic beverages throughout Greater China. Partners Thomas Chou, Gordon Milner and Sherry Yin led on the deal, which closed in January 2011.

The firm has also advised leading Chinese companies in the acquisition of international businesses. One such deal closing in June 2010 saw the firm advise Harbin Pharmaceutical, one of China's largest pharmaceutical companies, on its asset acquisition of Pfizer's swine vaccine business in China. The deal was particularly important because the divestment of the Pfizer swine vaccine business was ordered by the Chinese Ministry of Commerce (Mofcom) as a condition of Mofcom's approval of the 2009 Pfizer-Wyeth merger. As this was the first divestment of this type resulting from a Mofcom anti-trust conditional approval, Mofcom may use the transaction as a future divestment model.

Norton Rose's M&A clients benefit from the firm's specialism in employment law, intellectual property and real estate, in support of the corporate team.

The firm works closely with clients ranging from investment banks to state-owned enterprises to multinational companies. The firm also enjoys a strong relationship with China Development Bank, having been re-appointed to its legal panel on foreign related business on a three-year term basis.

This year has also seen the addition of corporate finance partner Michael Wilton, who moved from Norton Rose Australia to the Beijing office in May 2011. Wilton was previously head of the Australia M&A and equity capital markets group.

In February 2011, partners Lynn Yang and Andrew Abernethy represented Chongqing Jiangbeizui CBC Real Estate Company (J-CBC) on its proposed acquisition by Silverstein Properties. The team advised on the tranches of equity and debt financing by a group of offshore and onshore investors through parallel fund structure for the purpose of development of Chongqing International Financial Centre project, which is a mixed-use commercial, retail and hotel project that will include the tallest landmark building in Chongqing.

Orrick Herrington & Sutcliffe's Hong Kong M&A team advises their growing base of large privately-held Chinese companies through their entire growth cycle. The Hong Kong office also fields strong Korea partners who help to facilitate inbound and outbound cross-border Korea transactions. The firm's US base and strong connections in Silicon Valley prove to be a special advantage to clients in tech sector-related transactions.

In a deal that closed in January 2011, Orrick advised Atlanta-based chemical and energy holding company OCI Enterprises (owned by Korea-based OCI Company) on the $36 million acquisition of Chicago-based solar power plant development company CornerStone Power Development.

Orrick also recently advised B&L Motor Holding (B&L) in its Rmb1.1 billion ($170 million) equity sale to a subsidiary of a leading Chinese automobile dealership group Zhongsheng Group Holdings. B&L provides automobile sales and services and is a large distributor of automobile brands including Porsche, Mercedes-Benz, Audi, Lamborghini and GZ-Toyota in China.

Paul Hastings Janofsky & Walker's Greater China M&A team has been bolstered this year by the addition of Steve Winegar (formerly Goldman Sachs) in Hong Kong and Roger Peng (Hogan Lovells) in Beijing. 2010 also marked an increase in the firm's cross-border M&A work, especially on the outbound side.

One such deal saw partner Daniel Kim advise Korean Hanwha Chemical on their equity investment in Nasdaq-listed Solarfun Power Holdings, based in the China. The transaction marked a novel collaboration between a Korean and a Chinese company in the solar energy industry, and required multi-jurisdictional coordination between Chinese, Korean and US law experts.

The firm's multi-jurisdictional ability is a selling point for clients. "We're actually very impressed by the level of cooperation and support among the firm's major offices in the key financial hubs in the world," one client tells us, "we were able to be supported both logistically and professionally by the Paul Hastings' Hong Kong and London offices and I would rate them as five out of five for their international capabilities."

Partner Raymond Li also led in a number of key transactions including advise to China Overseas Land and Investment in its voluntary unconditional general offer to obtain all outstanding shares in Shell Electric Holdings.

Li also led the team that represented Sino-Ocean Land in acquiring approximately 69% of shares in Kee Shing Holdings, in addition to making a mandatory unconditional general offer to acquire all of the company's outstanding shares. After the transaction was completed, Sino-Ocean Land owned approximately a 90% stake in Hong Kong-listed Kee Shing.

Clients are also encouraged by the addition of Roger Peng: "We believe we have a good, trusted and straight-forward working relationship with the firm, especially with Roger Peng," says one client. "We have stuck with Roger Peng and his small team for some time and followed their footsteps to Paul Hastings. So I would like to give a high recommendation particularly to these individuals that we work with in the firm."

Sidley Austin's China M&A practice advises clients in relation to cross-border and domestic M&A transactions. The team advises multinationals acquiring stakes in Chinese companies, as well as Asia-Pacific companies with regional interests.

Sidley boasts a number of high-profile transactions out of its China offices. Lead partner Tang Zhengyu represented Akzo Nobel in its $500 million major green field investments including M&A and JV/WFOE restructuring transactions in China. Partner Chen Yang has led a number of transactions in the life sciences, including advising a leading global healthcare and pharmaceutical company in establishing a vaccine manufacturing base in China, and a global life sciences and healthcare group in acquiring a target involved in dermatological products distribution in China and Hong Kong.

The team has recently been augmented by the addition of partner Joseph Chan, who joined the Shanghai office as partner in November 2010. Chan brings deep experience in working with the full spectrum of the private equity cycle to the Sidley M&A team. Chan has represented leading global clean tech-focused Global Environment Fund in connection with its private equity investment in a leading wind farm developer in China, valued at $60 million.

Clients seem to view Sidley's China practice as sophisticated and comprehensive. Indeed, as one says: "I strongly prefer working with Sidley over other firms I have worked with in China, and I would certainly recommend them. We work with them on general corporate matters and joint venture work in China, as well as certain commercial agreements. They are always very responsive and detailed."

Slaughter and May's philosophy of having a small group of multi-disciplinary practitioners continues to be a successful strategy, as the team seeks to represent clients on select high-value, complex transactions. The partners are extremely well regarded in the market: "We want them whenever we can get them," says one client, "and I think they end up having to turn away a lot of business because they just can't meet the demand for their services." Client satisfaction is also reflected in Slaughter and May's long-term, ongoing relationships with leading Hong Kong corporations like Standard Chartered, Swire and MTR.

Deal highlights last year included partner Neil Hyman's advice to Diageo on its proposed acquisition of a controlling interest in its existing Chinese joint venture, Sichuan Chengdu Quangxing Group. The acquisition would trigger a mandatory $1.5 billion tender offer for Chinese white spirits company Sichuan Shui Jing Fang, which is listed on the Shanghai Stock Exchange. If successful, the deal would represent the first winning foreign takeover of a mainland China-listed company by a non-financial institution. Because of the state's previous blocking of the Coca-Cola takeover of Hiuyuan Juice, the transaction is seen as a test case in understanding the Chinese government's willingness to allow non-Chinese persons to control significant Chinese brands.

In 2010, partners Padraig Cronin and Laurence Rudge also advised Prudential on its proposed combination with AIA Group. The deal involved $25 billion in cash and a total of $10.5 billion in shares and other securities, to be payable to the AIG. Though the deal did not go through after Prudential gained a dual primary-listing on the Hong Kong Stock Exchange in May 2010, the combined group would have been the leading life insurer in Hong Kong, Singapore, Indonesia, Vietnam, Thailand and the Philippines, in addition to having a leading foreign life insurance business in China and India, supported by a strong presence in the US and the UK.

Weil Gotshal & Manges' mainland China offices are led by partner Steven Xiang, who last year represented General Electric in forming a joint venture to create and market integrated avionics systems in the China, which will then be sold to commercial aircraft customers around the world. The high-profile transaction represents GE's largest joint venture in China, and was closely watched because of its implications for GE's sharing of jet technology with China and the future of Chinese industry.

The Weil partners also advised world-leading sanitary fittings manufacturer GROHE group on its $464 million public tender offer for the entirety of shares on Joyou. The transaction yielded a long-term distribution agreement with Joyou, and represents the first instance of a takeover offer for a Chinese business listed in Frankfurt.

Weil also served as counsel to the Baring Private Equity Asia Group in a take-private proposal for the directors of Harbin, which is a China-based Nasdaq-listed designer and maker of electric motors. The proposal could be a bellwether for other Chinese companies who are looking to de-list because they view that they are undervalued in the US market.

Clients compliment the firm's technical ability and practicality: "Steven Xiang and Tony Wang gave us good advice on how to pitch our bids, and helped us with the China aspect. From a technical perspective it was impressive," says one. "It was important that we formed a good relationship with the entrepreneur, so Weil's help in dealing with him added value. The advice was commercial, clear, straightforward, and not too legalistic. Tony Wang did especially excellent work."

Like many of its peers, White & Case has seen a boom in Chinese outbound M&A work, which has led to a strong set of high-value complex mandates.

Partner John Leary in Shanghai last year led in advising GMR group in the $1.2 billion sale of its 50% share in worldwide power generation firm InterGen to China's biggest power generation company, state-owned China-Huaneng group. White & Case has had a longstanding relationship with GMR, advising them on a number of large acquisitions over the years. The deal represents the largest cross-border transaction every between India and China, and Huaneng group's largest foreign acquisition in over two years.

White & Case's Greater China M&A team also continued to represent Publicis in its Asia expansion plans. The team has been counsel to Publicis on most of their China regional deals over the past years, advising on complex and highly-structured earn-out provisions. This year, they helped the company acquire the entire issued share capital of G4 Advertising, a full-service advertising agency incorporated in Hong Kong.

Woo Kwan Lee & Lo has an especially strong relationship with local Hong Kong companies, and assists them with advice on M&A.

This year, they represented Denway Motors in relation to its privatisation by Guangzhou Automobile Group by way of a scheme of arrangement. The transaction was based on the consideration of 0.4 GAC H share for every Denway share cancelled. The value of the transaction was approximately HK$25.8 billion ($3.3 billion).

Leading Netherlands-based firm DeBrauw Blackstone Westbroek is developing its China M&A practice on its foundation of strong relationships with Netherlands-based clients and its expertise in the European legal market.

Recently, the firm advised NXP Semiconductors as lead counsel on its divestment of NXP's Sound Solutions business – the leading provider of speaker and receiver components for the mobile handset market – to Dover Corporation for $855 million. The main assets of NXP's Sound Solutions business are located in Austria and Beijing. De Brauw advised on all China law-related transactional issues, including MOFCOM merger clearance.