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

While structured finance and securitisation certainly hasn't rebounded to post-crisis levels, the market in Asia is certainly picking back up. Investors are slowly becoming more comfortable with these products, as memories of the crisis fade and new proposed regulations hope to resurrect investor confidence. "There's not a lot of securitisation work going on globally," says one partner. "But most of the work that is being done is happening in Asia. I wouldn't say that the market is back to pre-2008 levels, but it's definitely improved. Last year was so quiet, and now we have been quite busy."

The uptick in the structured finance and securitisation arena is underscored by the relocations of some top partners from the US and Europe with those professionals viewing Hong Kong as a future global financial centre for these products. "I came from the US last year because the market was pretty dead over there," one leading derivatives partner notes. "Asian investors aren't necessarily comfortable with using securities to mitigate risk vs. other types of products, but I'd say they are becoming increasingly interested and are looking at new tools.

Korea continues to be one of the main markets in Asia for securitisation work, and banks continue to show interest in structured products relating to asset-backed products for hedging purposes. This is a boon to practitioners in Hong Kong who specialise in this type of work, as Korea can often be a proving ground for introducing new types of products to Asian investors.

Many top-tier firms have also had a role in developing China's new derivatives rules, which should open up a new market when they are finally enacted. Derivatives teams are also involved in continuing to unwind assets from the Lehman collapse.

Linklaters strongly deserves its place among tier one firms due to its deep, expert coverage of both the derivatives and structured finance markets in Asia. Linklaters also undoubtedly has one of the largest dedicated teams in the market, which speaks to the firm's seriousness about its structured finance and securitisation practice. Partners Andrew Malcolm, Chin-Chong Liew, Toby Gray and Victor Wan lead Linklaters structured finance and derivatives group, with the help of Head of Securitisation counsel Mary Matson and Benjamin Liu. Matson's securitisation practice and expertise is especially lauded by her peers in Hong Kong, with one partner at a rival firm saying that: "As far as securitisation partners in Hong Kong and greater China go, Mary Matson is absolutely at the top. I can only think of one other person who has capabilities even close to hers - Mary's just fantastic. On top of that, she's a really lovely, professional person and I always like working with her."

This past year, Linklaters has been active across all sections of this practice area, from leading the market in the emergence of offshore Rmb bond and derivative and structured products to advising the ISDA on the new 2011 global and Asian Equity Derivatives Definitions which will set the standard for derivative documentation. Linklaters has also advised HSBC, Hang Seng Bank and other banks in connection with over 60% of the post Minibond crisis Equity Linked Investment (ELIs) programmes being authorised by the SFC.

The Structured Finance and Derivatives Group also represented RBS on the transfer of its significant derivative portfolio in relation to the restructuring of its banking businesses in Asia, and advised major financial institutions in China in connection with their credit derivatives trading in the newly launched Chinese credit derivatives market.

As an example of how securitisation is once again slowing gaining traction after the financial crisis, Linklaters advised Standard Chartered Bank and Bank of America Merrill Lynch as joint arrangers in relation to the $300 million cross border securitisation of auto loan receivables originated by Hyundai Capital Services. The transaction was a Rule 144A/Reg S placement and was particularly notable for being one of the only Korean securitisation transactions with an offering circular since the start of the financial crisis.

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 can't seem to say enough good things about the firm's structured finance and securitisation practice. "They're up there with the magic circle firms," says one client, "but they often have better client service because they're hungrier for the work and treat you like you're important." The same client also notes that "they are excellent technically, and the communication with us was also great. They are quite proactive in providing solutions to us, rather than just waiting for instructions. As far as I know, Mallesons is one of the leading firms in Hong Kong for providing legal advisory for listed structured product issuers. They are highly competent in their subject expertise."

This past year has been one of growth for the practice, with the promotion of securitisation, derivatives, structured products and debt capital markets expert Paul McBride to partner, and the lateral recruitment of Patrick Phua as partner the firm's Beijing office. Phua specialises in banking and finance, with a particular focus on derivatives and structured finance. Partner Minny Siu also continues to be a key part of the team. Together, Mallesons partners seem to create a strong team that clients view as current, flexible and market-leading. "In terms of Mallesons," one client tells us, "their niche is being very innovative and proactive in seeking ideas and opportunities."

The team has acted on numerous notable transactions across the structured finance and securitisation spectrum this past year. In one transaction, the team advised a major investment bank on a Korean credit card securitisation. The team acted as international counsel as sole arranger of a credit card securitisation. The transaction was different from the previous approaches the client had taken to similar transactions in that it included a tailored approach to transfer and convertibility risk.

The structured finance and securitization group also represented RBS and Australia and New Zealand Banking Group (ANZ) as joint lead arrangers in connection with the securitisation of credit card receivables by Diners Club (Singapore). The transaction represented the first securitisation in Asia since the financial crisis that gave the originator a wide range of rated and unrated funding.

Orrick has an experienced structured finance and securitisation practice based out of its greater China offices, with peers and clients both particularly noting its market-leading status in acting for arrangers across the region and leading the market in Korea securitisation work. Orrick's team is led by Michelle Taylor, who is leader of the China office and also a member of the firm's global finance group. Taylor is widely recognised for her active structured finance practice that focuses on structuring difficult cross-border financings. Of counsel Donna Healy also receives praise from peers. "The combination of Michelle Taylor and Donna Healy is really what makes Orrick's practice market-leading, especially when we see them on the securitisation side. There are very few other people in Hong Kong or Greater China that have that kind of experience in the Asian markets, and they're always professional and 'on the ball'. No wonder so much of the work goes to them!"

Orrick's team has a particular focus on Chinese-structured transactions with real estate-related underlying assets.

Over the last year the firm's Hong Kong-based Korean work has been particularly strong. The team represented Korea Development Bank as credit facility provider in the securitization of ¥40 billion ($520 million) of future flow airline cargo receivables originated by Korean Airlines. Taylor and Healy also advised the originator and servicer in connection with the securitisation of Korean consumer auto loans originated by Hyundai.

Allen & Overy is particularly well-known in the Hong Kong market for its securitisation work, with three partners providing derivatives expertise in the rebounding Asia markets. Allen & Overy has the enviable position of advising many of the international banks and securities firms on derivatives-related matters.

In this vein the team has been involved in creating new derivatives and structured finance rules within the country's undeveloped regulatory and legal framework for such products. Allen & Overy's team was one of the principal drafting members of the 2009 NAFMII Master Agreement published by the National Association of Financial Market Institutional Investors (NAFMII), which is the mandatory agreement used for a wide variety of derivatives transactions between interbank market participants in China.

Recently, Allen & Overy's team has been advising Standard Chartered Bank in a standalone synthetic CLO transaction where Standard Chartered Bank sold the credit risk of a diversified pool of loans extended to more than 400 borrowers. In the transaction, approximately 90% of the borrowers were based in Asia and the Middle East, and the Notes were listed on the Irish Stock Exchange. The deal represented Standard Chartered Bank's first 'STAR' synthetic securitisation since the global financial crisis.

Clifford Chance's structured finance and securitisation practice is strongest in derivatives and structured products, where Foreign Legal Consultant Paget Dare Bryan leads the Hong Kong practice. The practice advises clients on a wide array of issues-from understanding and restructuring securities related to the global financial crisis to broad-ranging derivatives and structured finance issues. The team also advises clients in the increasingly regulated OTC derivatives space.

Bryan is an expert in the developing derivatives area for the Chinese and Asian markets, and often advises clients on the emerging Derivatives Definitions.

Eversheds' structured finance and securitisation team has been augmented this year with the addition of well-respected lawyer Kingsley Ong from Mayer Brown and partner Mark Yeadon from Slaughter and May.

Clients we spoke to had particular praise for Ong, and many actually followed him from his previous employer. "Kingsley is a trusted advisor," one client tells us, "he's available 24/7. He has to be - he's good because he's always available. I have his mobile phone. I'll try to call him at like midnight, and it's totally fine. We will call him in the middle of the night and he would be there. His level of responsiveness is at the very top."

"Kingsley is my first priority in dealing with counsel," another client said, "I will try to use him over time."

This past year, Eversheds has advised Fitch Ratings on several Korean credit card securitisations. The structured finance and securitisation team has also dealt with much of work from the liquidators of Lehman entities in Hong Kong.

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

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

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

O'Melveny's structured finance and securitisation practice has grown in strength this year, as evidenced by the substantial deals Hong Kong partner Neil Campbell and counsel Bronwen May have advised on this year, especially in the Korean securitisations market. A partner at a rival firm has praise for O'Melveny's structured finance and securitisation work, telling us that "O'Melveny is undoubtedly one of the top three players in the securitisation market in Hong Kong and very few firms can do what they do. Their practice is really establishing a greater presence."

As the securitisation work has picked up over the last year, O'Melveny has gotten a sizeable share of the new workload. The team has advised clients on issues including exposure to Lehman entities from OTC derivatives, the developing Indonesian derivatives market, the use of credit default swaps and other products across Asia and the new regulations for derivatives in China.

Campbell and May recently advised Standard Chartered as sole arranger in the ¥40 billion ($481 million) securitisation of Korean Air's ticket sales for Japan-Korea routes. Korea Finance provided extra protection in the form of a ¥41.22 billion ($536 million) credit facility and Korea Development Bank provided an interest rate swap. Investors viewed the transaction favourably, and it may indicate evidence of a returning demand for asset-backed securities. The complex deal was also executed within an impressive two-month timeframe.

Campbell, May and associate Frankie Tong also recently advised on another Korean Air transaction, in this case representing Daiwa Securities Capital Markets Co (Seoul Branch) and The Korea Development Bank as joint arrangers and The Bank of New York Mellon as Note Trustee in the ¥20 billion ($240 million) securitisation of Korean Air's receivables from cargo transportation on Japan-Korea routes. This transaction was also completed within an impressive two-month window.

Sidley seems to have really invested in its structured finance and securitisation practice this year, having appointed Thomas Albrecht to the position of Asia Pacific Managing Partner. Albrecht is co-head of Sidley's global structured finance and securitisation practice and has deep experience in secured financings, structured finance transactions, restructurings, workouts and cross border finance and securitisation work. Counsels Robert Mason and Gerard Hekker will also bolster the practice.

Simmons & Simmons has a strong presence in advising on both institutional and retail structured products across a range of asset classes. The firm has a strong presence in the Hong Kong and China regulatory space and the Hong Kong team also has a solid relationship with the Securities and Futures Commission (SFC), having worked with the organisation in setting precedents for retail notes, listed warrants, callable bull/bear contracts and retail equity-linked investments in the Hong Kong markets.

On the institutional structured products side the Simmons & Simmons team has represented major international investment banks on a large number of transactions, including advising one on a custom structured equity derivative trade and another on a restructuring of a structured derivative in light of a payment default by its counterparty. The group has also advised a number of hedge funds on their primer brokerage and related derivative arrangements.

On the retail structured products side, the team continues to advise leading investment banks on a range of products including equity-linked investment and listed structured products. The firm has also advised a major international banks on asset repackagings for their major Asia desks.

The team also shows expertise in the derivatives market, which has finally really begun to pick up after the financial crisis. Simmons & Simmons' partners advise several major investment banks on OTC derivatives and the growing business of structured repo transactions.

Baker & McKenzie's team is experienced in advising clients on a range of securities classes including asset-backed securities, commercial mortgage-backed securities, collateralised debt obligations and commercial paper conduit transactions. Partners have a record in advising across a range of asset classes, from intellectual property to equipment leases to tobacco settlements.

This year Baker's team advised on the capital structure arrangements in connection with the development of the new Shanghai Disney theme park. They also represented Crédit Agricole Corporate and Investment Bank (Hong Kong Branch) on a syndicated loan facility with structured trade finance aspects.

Bingham McCutchen is a relatively new player in Hong Kong with an even newer structured finance and securitisation practice, but the team aims to make a mark in Hong Kong with the recent transfer of top US securities lawyer Laurence Isaacson from the firm's New York office. As Isaacson seeks to apply his structured finance experience to the emerging Chinese and Asian markets, Bingham's practice will be one to watch.