2011 has been a year of changes in the Hong Kong capital markets arena, with the most significant being the slew of US firms that have recently entered the market obtaining Hong Kong law capability in order to remain competitive. There are now almost no US firms in the Hong Kong market who do not have a local law practice as firms generally seem to agree that they won't be able to remain competitive without it.
This has also meant that many US firms have gained their Hong Kong law practice at the expense of top magic circle firms, who had top local qualified partners and practices already. The shift of these partners away from the magic circle set and towards the US firms has undoubtedly shaken up the legal market. While some of the magic circle firms still lead the market for the mega-IPOs, it remains to be seen if the majority of them will be able to maintain that position as US firms now offer similar capabilities.
This power shift in Hong Kong is also reflected by the general problems that all firms are having in retaining top associates. The general consensus seems to be that it is a true "sellers market" in Hong Kong for capital markets associates. Some of the more traditional IPO powerhouses have had trouble retaining top associates as the new hires are easily attracted by higher salaries and the growth potential in the new practices of the US firms. Firms that give associates a range of experiences including M&A work seem to have a comparative advantage in retaining talent.
This past year has also brought much negative press about Chinese companies being undervalued by international investors on the Nyse and Nasdaq due to questions of accountability, transparency and corporate governance. This could be a potential source of concern for firms whose primary businesses is helping Chinese companies on their outbound US listings. 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.
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.
Davis Polk & Wardwell
Davis Polk has always had a top US and English law practice and the firm aims to bulk up its presence in the market even further with the addition of a Hong Kong law practice. The changes should mean that the firm can advise its clients on Hong Kong IPOs in addition to its advising overseas, and should allow the firm to remain competitive in that the firm will no longer need to partner up with local firms in advising clients on IPOs....
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Davis Polk has always had a top US and English law practice and the firm aims to bulk up its presence in the market even further with the addition of a Hong Kong law practice. The changes should mean that the firm can advise its clients on Hong Kong IPOs in addition to its advising overseas, and should allow the firm to remain competitive in that the firm will no longer need to partner up with local firms in advising clients on IPOs. The addition of partners Bonnie Chan, Antony Dapiran (Freshfields) and Paul Chow (Linklaters) will also make the firm even more attractive to its clients.
"Davis Polk is really a firm to watch," says a partner at a rival firm. "They are leading the trend in Hong Kong of US firms coming and establishing a serious presence in the market and shifting the major capital markets away from the traditional magic circle firms."
This year has shown Davis Polk's Hong Kong law practice hit the ground running. The team recently advised the underwriters Morgan Stanley, HSBC and Standard Chartered in relation to the $142 million Hong Kong IPO of China Flooring Holding. The offering represented the first time that a home improvement products company has been listed on the Hong Kong exchange, and should provide investors with a new sector to choose from.
Davis Polk also worked on the Agricultural Bank of China and AIA mega-IPOs, which were ranked as the world's 2nd and 4th largest IPOs in 2010, respectively and represented China Merchants Bank on its $3.2 billion US rights offering.
The firm's US-side practice also remains robust, as shown by the team's representation of joint bookrunners and underwriters Morgan Stanley, Barclays Capital and JPMorgan Securities in the 21Vianet Group's IPO on the Nyse. The listing for the carrier-neutral Chinese internet services provider was valued at $224.3 million.
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Leading lawyers
William Barron
Show-Mao Chen
Antony Dapiran
Mark J Lehmkuhler
James C Lin
Freshfields Bruckhaus Deringer
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....
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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.
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Leading lawyers
Robert Ashworth
Teresa Ko
Calvin Lai
Herbert Smith
Herbert Smith continues to be a powerhouse for IPO work involving China. The firm's status as a leading project finance and M&A advisor in energy and infrastructure deals has developed relationships that allow the firm to do some of the largest deals around....
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Herbert Smith continues to be a powerhouse for IPO work involving China. The firm's status as a leading project finance and M&A advisor in energy and infrastructure deals has developed relationships that allow the firm to do some of the largest deals around. Clients particularly appreciate the firm's competence and ability to forge longstanding relationships. "In terms of technical and professional ability they are very good," says one client. "They are great advisors for our business. In fact, they have been our company's legal advisor since we went public. We have a great relationship with each other."
Herbert Smith's team has been busy this past year with mega Hong Kong and China-related listings. Partner Tom Chau and John Moore led the Herbert Smith team in advising joint sponsors, bookrunners and lead managers CICC, Goldman Sachs, Morgan Stanley, Deutsche Bank, JPMorgan, Macquarie and ABCI Securities on the Hong Kong aspects of the $22 billion Agricultural Bank of China offering and A and H shares listing. When the listing went to market in July 2010 it was the world's largest ever IPO.
Herbert Smith's team also advised the Federal Reserve Bank of New York in the HK$159 billion ($20.5 billion) AIA Group Hong Kong IPO. AIA is a subsidiary of American International Group (AIG), and the deal offered an important signal to the market after the global financial crisis.
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Leading lawyers
Tom Chau
Matt Emsley
Gary Lock
John Moore
Kevin Roy
Andrew Tortoishell
Linklaters
Linklaters continues to be a market-leading firm when it comes to advising major international companies on Hong Kong listings, as well as advising Chinese companies on outbound IPO work. "Linklaters is indisputably one of the top firms in the market," comments a partner at a rival firm....
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Linklaters continues to be a market-leading firm when it comes to advising major international companies on Hong Kong listings, as well as advising Chinese companies on outbound IPO work. "Linklaters is indisputably one of the top firms in the market," comments a partner at a rival firm. "They have the capacity to really do the most mega, high-profile capital markets deals in the market."
One client tells us that leading partner Teresa Ma and the rest of the team are, "technically superb. They are our go-to lawyers for international transactions. They are very commercial and have a passion for giving the right advice to clients. It's not just a boring job for them and they leave no stones unturned".
One of Linklaters most prominent IPOs this year was advising mining and commodities firm Glencore in its landmark London primary and Hong Kong secondary listing, where the team served as legal advisors in the UK, the US and Hong Kong. The deal included a key group of cornerstone investors that subscribed at the offer price for shares worth $3.1 billion, equal to approximately 31% of the Global Offer. It was one of very few cornerstone tranches ever undertaken in an IPO outside of Asia. Glencore had a market capitalisation of approximately $60 billion after the offering.
Linklaters also acted as underwriters counsel in the Hong Kong IPO of American International Assurance (AIA), the Asia division of AIG. AIA's IPO garnered a record HK$138.8 billion ($17.8 billion), and the IPO was particularly watched in the market after AIG's early talks to make AIA public before the financial crisis in 2009, and their 2010 failure to sell AIA to a British insurer.
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Leading lawyers
Robert Cleaver
Teresa Ma
Skadden Arps Slate Meagher & Flom
Skadden's equity capital markets practice is recognised as a leader in Hong Kong, as the firm had established a top Hong Kong law long practice before other US capital markets firms had even entered the city. Skadden has a somewhat unusual position among US firms in having both a robust US law practice and a long history of advising companies on Hong Kong IPOs....
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Skadden's equity capital markets practice is recognised as a leader in Hong Kong, as the firm had established a top Hong Kong law long practice before other US capital markets firms had even entered the city. Skadden has a somewhat unusual position among US firms in having both a robust US law practice and a long history of advising companies on Hong Kong IPOs.
The firm suffered a set back in August 2011 when partners Li-Chien Wong, Nick Norris and Dominic Tsun left to join the fledgling practice at Kirkland & Ellis.
As the trend for Chinese companies to explore de-listing options on the US exchanges because of undervaluation continues, Skadden seems well-positioned to capitalise whether work for Chinese companies tends towards listings or de-listings.
Clients also praise Skadden's ability to advise on US law and take companies public in the US markets. "Skadden's team is excellent, they're very, very experienced in terms of taking Chinese companies public in the US. They drove the process," one client tells us. "Not only did they know all of the key issues, but they were also generally the kind of excellent counsel that an in-house would look for. They're very solutions orientated and they're clearly problem solvers."
One of the team's key transactions this past year was advising Citigroup Global Markets Asia as coordinator and sponsor of the China Kingstone Mining Holdings US IPO and Hong Kong listing valued at a combined $168 million. Partners Dominic Tsun, Jon Christianson, Alec Tracy and Li-Chien Wong led Skadden's team.
In 2010, Skadden also advised Citi and JPMorgan Chase in their role as joint global coordinators in the IPO and Hong Kong Stock Exchange listing of the Mongolian Mining Corporation. The offering for the coking coal producer was valued at $474 million, and the transaction represented the first time a Mongolian-controlled company has been listed on the Hong Kong exchange, and also the first listing of a company under Hong Kong's Chapter 18 listing rules.
Skadden's team and well-established Hong Kong law practice also successfully represented several Chinese companies wishing to list on the Hong Kong Stock Exchange including manganese mining company CITIC Dameng Holdings (Hong Kong) in its IPO and spin-off from CITIC Resources Holdings raising $265 million for the company.
Clients had particular praise for partner Julie Gao. "I was particularly impressed that Julie was able to maintain the quality of her work while clearly being able to multitask on other projects," says one client. "It wasn't obvious that she was working on anything else."
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Leading lawyers
Jon L Christianson
Z Julie Gao
Peter Huang
Edward Lam
Jonathan Stone
Alec Tracy
Cleary Gottlieb Steen & Hamilton
In February 2011, Cleary Gottlieb Stein & 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. The Hong Kong law practice will likely increase the firm's future standing in equity capital markets clients for offering....
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In February 2011, Cleary Gottlieb Stein & 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. The Hong Kong law practice will likely increase the firm's future standing in equity capital markets clients for offering. Already known as a high-quality debt capital markets shop, clients will now be able to come to Cleary for equity deals where the firm does not have to partner with a local Hong Kong firm. Cleary is a firm to watch as it now competes on a level playing field with other US firms who have acquired Hong Kong law capacity. One client says: "We've used Cleary before, and our experiences were better after the addition of their new partner [Chan]."
In December 2010, partner Megan Tang led Cleary's team in advising the world's largest ore miner Vale in its Hong Kong Stock Exchange listing. Cleary seems to have a special niche in representing clients in natural resources, energy and technology-related listings.
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Leading lawyers
Freeman Chan
David Hirsch
Clayton Johnson
Megan Tang
Clifford Chance
Clifford Chance's Hong Kong team has had a successful year this year as the practice continues to win major mandates and act for underwriters in some of the most high-profile deals in the market. The firm's strong relationships with international banks and financial entities make the firm a trusted advisor for underwriters....
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Clifford Chance's Hong Kong team has had a successful year this year as the practice continues to win major mandates and act for underwriters in some of the most high-profile deals in the market. The firm's strong relationships with international banks and financial entities make the firm a trusted advisor for underwriters. Clifford Chance's partners have advised on IPOs in a wide range of sectors this year, from luxury goods to real estate to financial institutions.
One of the teams most high-profile mandates this year was advising the syndicate of underwriters on the landmark Glencore IPO. The $10 billion deal was impressive both because of its size and its status as the world's first offering to simultaneously list on the UK and Hong Kong Exchanges.
Clifford Chance's team also recently advised on the major real estate UPO of Global Logistic Properties (GLP)'s IPO, which also included a POWL (public offering without listing) tranche in Japan. The global offering raised approximately $2.9 billion and was the 3rd largest IPO in the history of the Singapore exchange.
Another highlight saw the team advise Morgan Stanley Asia and Nomura International (Hong Kong) on the Chongqing Rural Commercial Bank IPO. The offering was listed at $1.7 billion and represents the first time a rural Chinese commercial bank has listed in Hong Kong.
The Hong Kong and Chinese teams at the firm combined to represent JPMorgan in its role as sole global coordinator – together with BNP Paribas, Barclays Capital, BOCOM International, ICBC International and Mizuho as the joint book runners – on China Hongqiao Group's Hong Kong IPO. China Hongqiao has a major presence in the Chinese economy as the country's fifth largest aluminium manufacturer, and the $822 million offering closed in March 2011.
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Leading lawyers
Crawford Brickley
Cherry Chan
Amy Lo
Tim Wang
Latham & Watkins
Latham & Watkins is known in the Hong Kong market for its keen ability to help issuers and underwriters wishing to list in Hong Kong and the US. However, as Latham was one of the earliest of Hong Kong's US firms to develop Hong Kong law capability they also have a comparative advantage over their peers in having both credible US and Hong Kong law practices....
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Latham & Watkins is known in the Hong Kong market for its keen ability to help issuers and underwriters wishing to list in Hong Kong and the US. However, as Latham was one of the earliest of Hong Kong's US firms to develop Hong Kong law capability they also have a comparative advantage over their peers in having both credible US and Hong Kong law practices.
However the firm took a hit in August 2011 when Hong Kong based partners David Zhang, John Otoshi and Benjamin Su left to help establish the local Hong Kong practice at Kirkland & Ellis.
Clients laud the equity capital markets group for its ability and knowledge. "The team led by Michael Liu has demonstrated a high level of professionalism in advising us on international and local matters," says one client, "and, more importantly, they have extensive knowledge and a good understanding of the market and the overall commercial and legal environment in which the Hong Kong Exchange operates."
Another client appreciates the firm's connectivity with important entities in Hong Kong, adding that: "Michael Liu and his team are well-connected and have good connections with the stock exchange and regulators."
Latham & Watkins has a largely well-distributed practice on the Hong Kong and US sides. One of the team's key Asia-side deals this year was advising underwriters as Hong Kong and US counsel in Bank of China's high-profile A+H shares rights offering. The deal was part of the bank's capital raising plan and helped to raise approximately Rmb100 billion ($15 billion). This represented the largest amount of money raised by a Chinese bank in a refinancing plan. The deal also represented the first time that Latham advised on both Hong Kong and US law for an H-share IPO.
Despite an awkward market the team also represented several Chinese companies on US listings including China Ming Yang Wind Power Group in its listing on the Nyse. Because the deal was fully covered on the first day by a mix of institutional investors it was successful in comparison to several other Chinese renewable energy companies who decided to withdraw or postpone their overseas listings.
The teal also represented China-based Qihoo 360 Technology Company on its $202 million Nyse listing in April 2011. The listing for China's 3rd largest internet company was particularly successful (especially in the face of market conditions), and closed up more than 130% on the first day it was listed.
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Leading lawyers
Eugene Lee
Michael Liu
Norton Rose
Norton Rose has certainly been busy this year, having handled a large volume of transactions in addition to several key, high-profile deals. During this past year, the equity capital markets team advised on nine IPOs totalling approximately $4....
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Norton Rose has certainly been busy this year, having handled a large volume of transactions in addition to several key, high-profile deals. During this past year, the equity capital markets team advised on nine IPOs totalling approximately $4.77 billion-marking Norton Rose's practice as a prominent player in the market. The firm's strong relationships with China-based companies give the practice a particular affinity for raising capital for Chinese entities.
Clients seem pleased with the firm's regional knowledge and partner abilities. One client we spoke to had special praise for partner Stanley Lai, saying that he is "very attentive to IPO work."
In 2010, partner Psyche Tai advised Changsha Zoomlion Heavy Industry Science and Technology Development Company on its $2 billion Hong Kong IPO and global H-share offering. Zoomlion is China's leading construction machinery manufacturer.
Partner Julian Chung also led the Norton Rose team that advised on Vale's high-profile secondary listing of common shares and class A preferred shares on The Hong Kong Stock Exchange. The Vale listing was closely watched as it was the first listing of a Brazilian company on the Hong Kong exchange. Vale's listing could be a bellwether and significant milestone for as it further marks the city as a global centre of choice for major companies wanting to do secondary offerings in order to access capital in Asia.
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Leading lawyers
Julian Chung
Stanley Lai
Jon Perry
Paul Hastings Janofsky & Walker
Paul Hastings' capital markets practice has been a rising star these past few years, acquiring top new partners and building up a top client list incredibly quickly. The firm's historical strength in the China real estate sector has led to many of Paul Hastings relationships with clients and subsequent equity capital markets work-but this past year the practice has also been branching out beyond its traditional areas, as demonstrated by the firm's most recent deal list....
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Paul Hastings' capital markets practice has been a rising star these past few years, acquiring top new partners and building up a top client list incredibly quickly. The firm's historical strength in the China real estate sector has led to many of Paul Hastings relationships with clients and subsequent equity capital markets work-but this past year the practice has also been branching out beyond its traditional areas, as demonstrated by the firm's most recent deal list.
This past year, experienced partners Steve Winegar, Christopher Betts and Catherine Tsang all joined Paul Hastings's capital markets team-adding to the firm's talent pool and increasing capacity for major IPOs.
Last year, Paul Hastings advised underwriter JPMorgan on the high-profile Vale listing on the main board of the Hong Kong Stock Exchange. The groundbreaking deal represented the first time a Brazilian mining company was listed on the Exchange, and involved teams of Paul Hastings lawyers in Hong Kong and New York to navigate the legal and regulatory issues.
The capital markets team also acted as issuers counsel in the China Rongsheng Heavy Industries $1.8 billion IPO, which was the largest listed on the Hong Kong Exchange in 2010.
The Paul Hastings team also advised nine underwriters on China Construction Bank's $9.2 billion rights issue, which was the largest issuance ever offered by an Asian issuer.
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Leading lawyers
Christopher Betts
Vivian Lam
Raymond Li
Sammy Li
Steve Winegar
Shearman & Sterling
Shearman & Sterling's recent addition of a Hong Kong law practice should ensure that they remain competitive in the market. In August 2010, Hong Kong qualified partner Shuang Zhao joined Shearman's team, and her experience in Hong Kong IPOs and US offerings should be a natural fit for the team....
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Shearman & Sterling's recent addition of a Hong Kong law practice should ensure that they remain competitive in the market. In August 2010, Hong Kong qualified partner Shuang Zhao joined Shearman's team, and her experience in Hong Kong IPOs and US offerings should be a natural fit for the team. Shearman is already well known for its US law advisory work and the addition of the Hong Kong law practice means that the firm will be able to offer expanded services to new and existing clients wishing to list in Hong Kong.
Clients have high praise for Shearman's capital markets practice. As one client tells us: "Shearman's capital markets partners are fair, reasonable, and professional. I feel happy to work with them. They are a very well integrated global team. They are extremely responsive in these kinds of cases. As you know in offerings, every hour counts, so it was pretty impressive."
Another client lauds the firm for its overall competence and the strength of the relationship between the client and the firm. "I end up dealing with them on the US side," says the client, "and I view them as a safe pair of hands. To the extent that we need to get something done, they will be flexible as much as they can and have courage to tell us if it's a no-go. They're very good, very experienced, and they get the job done".
A combined greater China team last year acted on the HK$1.1 billion ($141 million) listing of leading China-based oil field services provider MIE Holdings on the Hong Kong Stock Exchange listing. Outside of Hong Kong the team also acted for the underwriters Deutsche Bank, UBS and Citigroup Global Markets in the initial $86 million IPO and follow on $149.5 million Nasdaq listing by HiSoft Technology on the Nasdaq.
The capital markets team also advised lead underwriters China International Capital (Hong Kong), Goldman Sachs, JPMorgan and others in connection with Changsha Zoomlion Heavy Industry Science and Technology Development Company's $1.7 billion Rule 144A/Reg S IPO. The listing for the China-based construction machinery company was one of the largest IPOs for a newly-listed company in 2010.
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Leading lawyers
Matthew Bersani
Colin Law
Kyungwon (Won) Lee
Alan Seem
Shuang Zhao
Sidley Austin
Sidley Austin's Hong Kong practice is strong in the equity capital markets IPO space. The firm's capital markets partners are experts in Hong Kong, US and English law - meaning that the firm has the ability to support outbound and inbound listings as well as complex, multi-jurisdictional offerings across Asia and internationally....
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Sidley Austin's Hong Kong practice is strong in the equity capital markets IPO space. The firm's capital markets partners are experts in Hong Kong, US and English law - meaning that the firm has the ability to support outbound and inbound listings as well as complex, multi-jurisdictional offerings across Asia and internationally. This comparative advantage is shown by the firm's recent history of equity capital markets listings as the firm tackles large and complex issuances.
Sidley's partners are also especially well-respected by clients. Constance Choi is particularly appreciated for her ability and accessibility. "Constance is particularly good with urgent advice," says one client, "if we need to reach her on Saturday, she can give advice right away in both English and Chinese. The team is all very timely and approachable."
Sidley's clients also praise the firm's ability to build lasting relationships with clients. "They always try to build a long-term relationship with us," one notes. "They are always very good and give sufficient attention to our deals."
One of Sidley Austin's most prominent equity deals this year saw partners Constance Choy and Alex Lloyd advising Industrial & Commercial Bank of China International (ICBCI) in its role as placement agent and joint bookrunner in the $70 billion offering of common and preferred shares by Petroleo Brasiliero (Petrobras). The global offering was the largest in history of capital markets, and ICBCI was the only Chinese investment bank involved in the offering. The offering was a landmark for Chinese financial institutions in that it was the first time a Chinese investment bank has taken a major role in an IPO outside of either Hong Kong or mainland China.
The Sidley Austin team also represented Indonesia's largest steel producer, PT Krakatau Steel, on its Indonesian Stock Exchange IPO. The company's sale of 20% equity was valued at $226 million, and the offering represented the largest IPO for a state owned entity since 2006.
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Leading lawyers
Constance Choy
Anthony Jacobsen
Tim Li
Alex Lloyd
Matthew Sheridan
Simpson Thacher & Bartlett
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....
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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.
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Leading lawyers
Leiming Chen
Chris Lin
Slaughter and May
While Slaughter and May's capital markets practice is relatively small, it garners serious respect among clients and partners alike.Slaughter's model is to hire competent professionals who span the full range of practice areas so that partners aren't pigeonholed into only understanding one kind of work....
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While Slaughter and May's capital markets practice is relatively small, it garners serious respect among clients and partners alike.
Slaughter's model is to hire competent professionals who span the full range of practice areas so that partners aren't pigeonholed into only understanding one kind of work. Clients seem to view this positively, with one telling us that "Partners give capable and intelligent advice." The firm's strategy if to go for a small number of high-profile, high-complexity transactions, and clients regard for them seems to allow the firm to do that. As one rival practitioner says, "Not everybody can get them, but everybody wants them."
The capital markets team advised Prudential last year on its dual primary Hong Kong listing by way of introduction, and the seminal deal represented the first time that a company has been simultaneously listed in London, New York, Hong Kong and Singapore.
In addition Benita Yu and partner Laurence Rudge acted for Italian luxury good manufacturer Prada on its $2.14 billion listing and IPO on the Hong Kong Stock Exchange. This was the first time an Italian company had been listed in Hong Kong and more importantly is part of a wider trend which has seen the luxury goods market in the country grow substantially, with more growth expected.
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Leading lawyers
Neil Hyman
Benita Yu
Sullivan & Cromwell
Sullivan & Cromwell joined many of its US contemporaries last year in launching a local Hong Kong law practice. This was achieved through the hires of Kay Ian Ng and counsel Gwen Wong from Freshfields....
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Sullivan & Cromwell joined many of its US contemporaries last year in launching a local Hong Kong law practice. This was achieved through the hires of Kay Ian Ng and counsel Gwen Wong from Freshfields. Whereas in the past the firm had to use local counsel for Hong Kong law work, the new practice will allow it to compete on par with its feels. Thus, this next year should be an interesting one in the history of the firm. Ng is a particular coup having been a former managing partner of Freshfields' Asia operations.
Because of its strength in US law, Sullivan & Cromwell has particular expertise in privatisation transactions, with more and more Chinese companies looking at de-listing from US exchanges, such a strength will no doubt prove useful in the years to come if such a trend continues.
Having said this, the firm has also worked on substantial mandates for Chinese companies who are still willing to take a chance on the hostile US markets. One such example saw the team representing underwriters William Blair & Co and Oppenheimer & Co China Zenix Auto International's (China Zenix) US listing which raised approximately $77.4 million.
On the home market the firm acted for underwriters Goldman Sachs, China International Capital Corporation, Deutsche Bank and Credit Suisse on Shanghai Pharmaceuticals Holdings (Shanghai Pharma) $2 billion listing on the Hong Kong Stock Exchange, which for a time was the largest Hong Kong IPO of 2011.
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Leading lawyers
William Chua
Kay Ian Ng
Chun Wei
Allen & Overy
There have undoubtedly been some naysayers in the market who have said that Allen & Overy's Hong Kong equity capital markets team has been a bit thin after the departure of several key partners in recent years. However, Allen & Overy's team seems to be getting back on track this year, pulling in major mandates and carving out a presence in representing underwriters....
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There have undoubtedly been some naysayers in the market who have said that Allen & Overy's Hong Kong equity capital markets team has been a bit thin after the departure of several key partners in recent years. However, Allen & Overy's team seems to be getting back on track this year, pulling in major mandates and carving out a presence in representing underwriters.
In 2010, Allen & Overy's team represented underwriters Morgan Stanley, Goldman Sachs, Deutsche Bank, Macquarie, Nomura, JPMorgan and China International Capital (CICC) on Agricultural Bank of China's (ABC) IPO. Partners David Johnson and Mark Roppel led the IPO team, and ABC's offering included both H shares and Rule 144A placement. The global listing involved a dual listing in Shanghai and Hong Kong and at $22.1 billion dollars was the world's largest IPO to date.
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Leading lawyers
David Johnson
Mark Roppel
Chris Swift
Baker & McKenzie
Baker & McKenzie's Hong Kong equity capital markets practice has had some impressive deals this year, especially with regards to REIT (Real Estate Investment Trust) work and Rmb-denominated offerings. Baker has a comparative advantage in its genuine relationships with Hong Kong and Chinese local businesses who seek to list on the exchanges....
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Baker & McKenzie's Hong Kong equity capital markets practice has had some impressive deals this year, especially with regards to REIT (Real Estate Investment Trust) work and Rmb-denominated offerings. Baker has a comparative advantage in its genuine relationships with Hong Kong and Chinese local businesses who seek to list on the exchanges.
Baker's Hong Kong team has also had a strong presence in representing issuing banks on Hong Kong rights issuances. The team's work this year includes advising DB Trustees as the trustee on the April 2011 Hui Xian REIT offering. The deal was novel in that it was Hong Kong's first Rmb REIT IPO and also the first yuan-denominated equity IPO ever outside mainland China.
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Leading lawyers
Pui Hong Chik
Scott Clemens
Jackie Lo
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....
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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 often tell us that they feel valued and that the firm is attentive to their needs. "They respond quickly to clients enquires with clear and concise answers in a very polite manner," one clients tells us. Another client adds that, "Our relationship with them is excellent. Despite the time differences I have always been able to communicate with the Company's principle point of contact at Mallesons."
The firm recently advised China Merchants Securities as the sole bookrunner and sponsor in the Hong Kong listing of Telefield International Holdings. Telefield is an established international EMS producer with a growing computer electronics business.
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Leading lawyers
Conrad Chan
Hayden Flinn
Larry Kwok
Nicola Wakefield Evans
Morrison & Foerster
Morrison & Foerster's equity capital markets practice specialises in US and Hong Kong securities and has a comparative advantage in dealing with Hong Kong's Securities Futures Commission (SFC). Three members of MoFo's Hong Kong team previously worked at the SFC, and partner Stephen Birkett previously served as the SFC's senior director of corporate finance....
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Morrison & Foerster's equity capital markets practice specialises in US and Hong Kong securities and has a comparative advantage in dealing with Hong Kong's Securities Futures Commission (SFC). Three members of MoFo's Hong Kong team previously worked at the SFC, and partner Stephen Birkett previously served as the SFC's senior director of corporate finance.
The firm has represented a number of companies in Hong Kong IPOs and other listings. The team recently advised China Gold International Resources in its $309 million dual Hong Kong Stock Exchange and Toronto Stock Exchange primary listing. The deal could be a positive signal for future foreign-listed mining companies coming to Hong Kong for either dual primary listings or secondary listings.
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Leading lawyers
Stephen Birkett
Charles Chau
Ven Tan
Gregory Wang
Orrick Herrington & Sutcliffe
Orrick Herrington & Sutcliffe stands out in the equity capital markets space in Hong Kong for its leading issuer-side practice. The firm does a substantial volume of deals and is known as a go-to practice for issuer's counsel, though Orrick represents its share of issues as well....
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Orrick Herrington & Sutcliffe stands out in the equity capital markets space in Hong Kong for its leading issuer-side practice. The firm does a substantial volume of deals and is known as a go-to practice for issuer's counsel, though Orrick represents its share of issues as well. One partner at a rival firm notes that, "Orrick really does do a huge amount of issuer-side work in Hong Kong. They are very well known in that area." The firm's Greater China capital markets team has recently grown with the addition of partners William Chun Fei Woo (Latham & Watkins) in Hong Kong and Jeffrey Sun in Shanghai.
Recently, Orrick's team recently acted as issuers counsel for Boshiwa International Holdings on its $320 million Hong Kong IPO and simultaneous Rule 144A/Reg S placement. The capital markets team advised Boshiwa on both Hong Kong and US law aspects.
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Leading lawyers
Jeffrey Sun
Tom Tobiason
Deacons
Deacons has a strategic position in Hong Kong through advising local Hong Kong and Chinese companies on Hong Kong listings.Recently, partner Ronny Chow advised BNP Paribas Capital (Asia Pacific) and other underwriters in connection with the listing of Huiyin on the Hong Kong Stock Exchange listing of Huiyin Household Appliances (Holdings)....
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Deacons has a strategic position in Hong Kong through advising local Hong Kong and Chinese companies on Hong Kong listings.
Recently, partner Ronny Chow advised BNP Paribas Capital (Asia Pacific) and other underwriters in connection with the listing of Huiyin on the Hong Kong Stock Exchange listing of Huiyin Household Appliances (Holdings). Chow also led a Deacons team that advised on the global offering and SEHK main board listing of O-Net Communications (Group).
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Leading lawyers
Ronnie Chow
Fried Frank Harris Shriver & Jacobson
Fried Frank Harris Shriver & Jacobson has a market advantage through its large numbers of partners with experience at the US Securities and Exchange Commission.Clients praise the firm's connections and market knowledge....
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Fried Frank Harris Shriver & Jacobson has a market advantage through its large numbers of partners with experience at the US Securities and Exchange Commission.
Clients praise the firm's connections and market knowledge. "They have good relationships with all of the major banks in the region," one client tells us. "We think their experience enables them to understand the client's commercial needs and expectations very well, and respond and advise accordingly. They also did well in helping the client make informed decisions."
Fried Frank's capital markets team recently advised large Chinese pipe and fittings manufacturer China Liansu Holdings on its $250 million global offering of ordinary shares.
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Leading lawyers
Victoria Lloyd
Joshua Wechsler
Siân Withey
Minter Ellison
Minter Ellison's capital markets team has expanded this year, with the important additions of Barbara Mok, Anne Ko and Katherine U from rival firm Jones Day. While the firm's traditional strength lies in its historic ties with Australian companies wishing to list in Hong Kong, the larger, stronger team means that Minter may be able to gain larger mandates in the year to come due to its increased capacity....
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Minter Ellison's capital markets team has expanded this year, with the important additions of Barbara Mok, Anne Ko and Katherine U from rival firm Jones Day. While the firm's traditional strength lies in its historic ties with Australian companies wishing to list in Hong Kong, the larger, stronger team means that Minter may be able to gain larger mandates in the year to come due to its increased capacity.
Clients certainly seem pleased with the positive developments in the firm. One client praises the team by saying that, "the Minter Ellison team's knowledge is in top-tier and Minter Ellison is technically skilled in negotiating complicated deal structures and providing innovative ideas. They are highly dedicated to their clients with timely practical legal advice and solutions, understanding each case thoroughly. They offer responses and legal advice promptly by leveraging on their seasoned experiences with solid knowledge of law."
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Leading lawyers
Fred Kinmonth
Barbara Mok
O'Melveny & Myers
O'Melveny & Myers' capital markets team specializes in helping clients seeking US listings, especially Chinese companies that are seeking to go public on one of the exchanges. The firm represents both issuers and underwriters in outbound listing works....
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O'Melveny & Myers' capital markets team specializes in helping clients seeking US listings, especially Chinese companies that are seeking to go public on one of the exchanges. The firm represents both issuers and underwriters in outbound listing works. O'Melveny's clients also benefit from the firm's strong SEC (Securities & Exchange Commission) regulatory advisory practice in Washington DC.
In a representative transaction last year, O'Melveny's team represented Zhongpin as issuers counsel for its $70.5 million Nasdaq follow-on public offering. Partners Portia Ku and Kurt Burney also advised iSoftStone Holdings on its $162 million IPO on the New York Stock Exchange.
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Leading lawyers
Kurt Berney
Portia Ku
David Roberts
Hogan Lovells
Hogan Lovells' equity capital markets team advises issuers and underwriters in Hong Kong IPOs. Just this past year, the Hogan Lovells team has advised on at least ten prospective Hong Kong offerings....
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Hogan Lovells' equity capital markets team advises issuers and underwriters in Hong Kong IPOs. Just this past year, the Hogan Lovells team has advised on at least ten prospective Hong Kong offerings.
Clients have special praise for partner Terence Lau. "Terence is excellent," one client tells us, "he is extensively involved and has been instrumental in advising us to come up with solutions around technicalities. His involvement was instrumental to the success of our deal. For example, the first draft of his prospectus was the best I have ever seen in my life. He is always accessible and available on short notice."
In 2010, the Hogan Lovells team represented Macquarie Capital Securities limited in its role as underwriter for the IPO of Global Dairy Holdings. The China-based milk powder company raised over $204 million on the Hong Kong exchange.
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Leading lawyers
Jamie Barr
Terence Lau
Man Lee
Woo Kwan Lee & Lo
Woo Kwan Lee & Lo continues to act for local Hong Kong companies in equity capital markets transactions. Carmelo Lee, Catherine Yip and Annie Yiu recently led a team that advised Hong Kong-based 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....
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Woo Kwan Lee & Lo continues to act for local Hong Kong companies in equity capital markets transactions. Carmelo Lee, Catherine Yip and Annie Yiu recently led a team that advised Hong Kong-based 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.
The capital markets team also represented publicly listed COSCO Pacific in a top-up placing with respect to 449 million shares at a HK$10.40 per share placing price.
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Leading lawyers
Carmelo Lee
Sandy Lee