The top M&A players in the Hong Kong market have been gradually changing over the past few years with the arrival of new US firms into the country. As top US private equity firms have followed their high-profile international private equity clients to Hong Kong, these firms have been growing their M&A practices and winning an increasing number of key mandates. Also, according to one leading partner, "US firms who were previously thought of as just US capital markets shops are now getting Hong Kong law capability and becoming full-service firms who want to develop strong M&A practices. They don't want to just do IPOs-and the higher salaries that US firms pay often means that they can get top partners from magic circle firms." While there are magic circle firms that currently stay at the top of the rankings (and will likely continue to keep their stop standing in the future), there is certainly even more competition in Hong Kong's M&A market for top legal advising, and it looks like both US and magic circle firms will be sharing the limelight.
Much of the M&A work in Hong Kong is China-related, as most international firms created places for themselves in Hong Kong long before they opened up offices in Beijing or Shanghai. Thus, many of the trends that have been affecting mainland China M&A work have been affecting the types of deals that Hong Kong partners have been focused on. Hong Kong partners have long advised international corporations on their inbound acquisitions into China, but many leading firms are now developing a more sophisticated role in representing Chinese companies on outbound acquisitions as the distribution of work in the market is gradually shifting.
The great financial crisis left Chinese banks-as with banks in other Asian Tiger countries-with a relatively robust base of capital compared to financial institutions in other harder hit parts of the world. This was a positive development for Chinese companies who wanted to finance outbound acquisitions and joint ventures overseas. In the past few years, Chinese companies have also been changing the types of international targets they are seeking, from traditional manufacturing and mining and materials to high-end technology and established intellectual property assets like brands.
"Don't get me wrong-most of the outbound work from China still has to do with traditional types of acquisitions," says one partner, "but the kinds of assets that Chinese companies have asked about acquiring in the past year has been really different. For example, one electronics company I've been working with that has always done commoditised products now wants to buy patents and engineers and make the high-end stuff for cheaper. That's very different than the kind of outbound work we've historically been doing." Firms in Hong Kong are increasingly acting as go-betweens in advising Mainland companies on making international acquisitions with companies in relatively unfamiliar sectors.
Outbound work will also increase as China gradually moves towards floating the Yuan against the dollar in the next few years and lets the currency appreciate more. In the meantime, there seems to be enough cross-border inbound work between international companies listed in Hong Kong and multinationals seeking targets in China to keep everyone busy.
Clifford Chance
Clifford Chance's global M&A brand is well-respected in Asia and the firm's top finance and capital markets practices help to provide clients with a safe pair of hands at any level of complex transactions. "Clifford Chance gets so many of the top M&A deals," notes a partner at a rival firm, "they just have a top reputation....
[more]
Clifford Chance's global M&A brand is well-respected in Asia and the firm's top finance and capital markets practices help to provide clients with a safe pair of hands at any level of complex transactions. "Clifford Chance gets so many of the top M&A deals," notes a partner at a rival firm, "they just have a top reputation."
Clients are particularly complementary of Hong Kong partner and Asia M&A Head Roger Denny, with one client noting that "he has a great bedside manner".
CC's strong finance practice gives the firm a position of being the go-to experts for finance-related M&A transactions. Last year, Roger Denny led a Clifford Chance team that represented Rabobank on its $250 million investment in the Agricultural Bank of China IPO, the largest IPO in world history.
In 2010, Clifford Chance's M&A team also represented HSBC as it sold its Asian Wholesale Bank Notes business for $15 million. The asset sale involved complex structures to ensure that the assets were seamlessly transferred across Asia, and entailed considering sensitive legal, commercial and regulatory issues.
In a life-sciences transaction, the M&A team also recently advised Royal DSM on a new joint venture with Sinochem and in regard to DSM's Anti-Infectives business, and will involve all of DSM Anti-Infectives' current operation worldwide. The deal is still pending approval from regulators across multiple jurisdictions.
[hide]
Leading lawyers
Cherry Chan
Emma Davies
Roger Denny
Terence Foo
Virginia Lee
Freshfields Bruckhaus Deringer
Freshfields has strong global relationships with leading financial institutions and private equity players, and these connections put the firm in a good position to advise on China inbound and outbound transactions. Freshfield's strong international M&A network also means that the Hong Kong team is often part of significant global acquisitions or take-privates....
[more]
Freshfields has strong global relationships with leading financial institutions and private equity players, and these connections put the firm in a good position to advise on China inbound and outbound transactions. Freshfield's strong international M&A network also means that the Hong Kong team is often part of significant global acquisitions or take-privates. Clients seem to especially appreciate the firm's international network and ability to handle the largest-volume transactions. "Freshfields has quality partners and better global coverage compared to similar firms," one client comments, "they are really able to handle the bigger transactions."
In one of the firm's most high-profile deals last year, Freshfields' M&A team advised 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 focuses on clean and sustainable energy and is an independent power producer with investments in 22 power projects operating in China and the Republic of Korea.
Freshfields is currently advising a consortium of investors led by Hong Kong listed Cheung Kong Infrastructure Holdings on its proposed cash acquisition of UK listed Northumbrian Water Group. The deal, estimated at £2.4 billion, will involve a multi-jurisdictional team of Freshfields partners in London and Hong Kong.
Partner Teresa Ko also led the Hong Kong team as part of a multi-jurisdictional team that advised Vodafone on its £4.3 million 3.2% stake in China Mobile.
[hide]
Leading lawyers
Robert Ashworth
Grace Huang
Teresa Ko
Jack Wang
Herbert Smith
Herbert Smith continues its tradition of a strong Greater China practice with its integrated Hong Kong and China teams. The firm is well known for its relationships with energy and natural resources companies, and these connections provide a good basis for many of the firm's leading mandates....
[more]
Herbert Smith continues its tradition of a strong Greater China practice with its integrated Hong Kong and China teams. The firm is well known for its relationships with energy and natural resources companies, and these connections provide a good basis for many of the firm's leading mandates. The M&A practice is by no means limited to these sectors, however, as shown by this year's deal list.
Clients praise the firm's expertise, accessibility and client priorities. One client lauds the work of Karen Ip's team on recent acquisition, telling us that "They are very good, and have always been very responsive. In high pressure deal scenarios, where we need something not now but yesterday, they always come through for us. We have access to her all the time, any time. Karen is also very clear and I'm happy to say that there is very little 'lawyer speak' - we always get to the point and what she tells us is in plain English and Cantonese too! I guess in effect I'm a repeat customer." Herbert Smith's team recently advised China Shenhua Energy on its Rmb 8.7 billion ($1.3 billion) acquisition of a number of mining companies and assets from the Shenhua Group. China Shenhua energy is a Hong Kong and Shanghai Listed company whose primary business is China-based coal and power businesses. The Shenhua group is its controlling shareholder.
[hide]
Leading lawyers
Tom Chau
Karen Ip
Gary Lock
Simon Meng
Betty Tam
Linklaters
The M&A practice at Linklaters, as well as working on some substantial mandates is highlighted by clients for the good relationships it fosters. "Linklaters are our go-to lawyers for international transactions - they're technically superb, very commercial and have a grip on the important issues," says one client....
[more]
The M&A practice at Linklaters, as well as working on some substantial mandates is highlighted by clients for the good relationships it fosters. "Linklaters are our go-to lawyers for international transactions - they're technically superb, very commercial and have a grip on the important issues," says one client. "They also have a passion for giving the right advice to clients...it's not just a boring job for them, and they leave no stone unturned."
The Linklaters M&A team also gets top marks from clients in cross-border China work because of their genuinely strong relationships with Chinese financial institutions.
Partner Keith Johnson recently represented Lone Star in the sale of its 51% interested in Korea Exchange Bank (KEB) to Hana Financial Group, valued at W4 billion ($4.7 million). The 2010 transaction represented the third time that Lone Star had entered into an agreement for the sale of its KEB interest, thus the transaction was especially sensitive and high-profile in Korea. The signing of the share purchase agreement also triggers a tag-along right for the Export-Import Bank of Korea (KEXIM) which holds approximately 6.12% of issued share capital of KEB.
Linklater's M&A partners also advised China Mobile in its subscription of $6 billion subscription of over two billion shares to be issued by Shanghai Pudong Development Bank, making China Mobile the largest shareholder in the latter, and the company will hold over 20% of the enlarged share capital issued.
[hide]
Leading lawyers
Keith Johnson
Chris Kelly
Skadden Arps Slate Meagher & Flom
Skadden marks its place in the market by being able to handle some of the most complicated, intricate transactions around.
At the time of publishing, Nicholas Norris left the firm to join Kirkland & Ellis....
[more]
Skadden marks its place in the market by being able to handle some of the most complicated, intricate transactions around.
At the time of publishing, Nicholas Norris left the firm to join Kirkland & Ellis. In response to this move, Skadden has transferred M&A specialist John Adebiyi from its London office to Hong Kong.
Skadden has an impressive deal list that lives up to all of the positive feedback. In 2010, Norris led Skadden's team in advising Goldman Sachs (Asia) and ICBC International Capital (Hong Kong) as financial advisors to the Industrial and Commercial Bank of China in its approximately $1.4 billion privatisation of Industrial and Commercial Bank of China (Asia) (Hong Kong) via a scheme of arrangement.
The team also advised JPMorgan Securities (Asia Pacific) in serving as financial advisor to Li & Fung in its proposed $901 million acquisition of Integrated Distribution Services (IDS). The complex acquisition included an offer of both cash and shares, and the deal necessitated that certain major shareholders of IDS gave irrevocable undertakings to approve the proposal at an extraordinary general meeting of IDS and elect the share alternative as the cancellation consideration.
[hide]
Leading lawyers
Peter X Huang
Greg G H Miao
Scott Simpson
Jonathan Stone
Allen & Overy
Allen & Overy's M&A partner have been receiving good feedback in the market this year from clients and partners alike. One client describes A&O's M&A practitioners by saying: "They are a very professional team and they have coordination power across offices....
[more]
Allen & Overy's M&A partner have been receiving good feedback in the market this year from clients and partners alike. One client describes A&O's M&A practitioners by saying: "They are a very professional team and they have coordination power across offices. They give both aggressive advice and reasonable suggestions. I give them the highest ratings for professionalism."
Partners at rival firms have also acknowledged the growing strength of Allen & Overy's Greater China presence. "They've really put together a strong team this year," remarks one partner, "and they're really becoming even more of a presence."
In this regard, recently the team was augmented by the relocation of experienced M&A partner Chris Swift from the firm's Toyko office. Swift brings his specialisation in public M&A and corporate finance to the Hong Kong Team.
The firm's list of mandates last year includes advising Starr International (Starr) on its strategic investment into China's Dazhong Insurance Company (Dazhong Insurance). The deal was achieved after more than a year of negotiations, and required the support of the Shanghai Financial Service Office. The deal was complicated by the difficulties inherent in gaining an insurance license, a sought after document considering that insurance is likely to be a fast growing market in China within the next decades. Dazhong insurance is one of only a few Shanghai-based financial institutions with a license to operate in the insurance sectors. As a result of the investment, Starr will hold a 20% stake in Dazhong and also management control as minority shareholder-making this one of the first times that a strategic investment has been made into a Chinese financial institution.
[hide]
Leading lawyers
Alan Ewins
Jeremy Hunt
Will McAuliffe
Gary McLean
Mark Roppel
Chris Swift
Baker & McKenzie
Baker's strong relationships with Chinese businesses and banks give the firm an advantage in doing cross-border transactions into and out of mainland China.Clients also appreciate the firm's genuine language capabilities....
[more]
Baker's strong relationships with Chinese businesses and banks give the firm an advantage in doing cross-border transactions into and out of mainland China.
Clients also appreciate the firm's genuine language capabilities. "They are experienced in the field and are able to provide practical solutions," one client tells us, "they have good communication skills and language advantages over other firms. They also have rich resources, a proactive approach and excellent follow-up."
In one of the market's most high-profile deals this year (and one of the most high profile for Baker) the team represented the Walt Disney Company on Hong Kong law relating to the $3.6 billion Shanghai Disney foreign investment project. The Shanghai Shendi Group is a state-owned company that was established solely for the Shanghai Disneyland project, and once the joint venture is completed Shendi will hold a 57% equity stake in Shanghai Disneyland, while Disney owns 43%.
Partners Nancy Leigh and Dorothea Koo also recently advised SEEK on the acquisition of a 60% controlling stake in the well-known recruitment website operator Jobs DB from JDB Holdings (JDB). Baker's Hong Kong team was a part of the multi-jurisdictional group that advised the acquirer in the $204 million deal. The acquisition is meant to raise SEEK's investment in the highly strategic and attractive Southeast Asian online employment sector, and the transaction speaks to Baker's broad law capacity across Asia.
[hide]
Leading lawyers
Milton Cheng
Dorothy Koo
Won Lee
Nancy Leigh
Cheung Yuk Tong
Tracy Wut
Cleary Gottlieb Steen & Hamilton
Not to be outdone by their immediate peers in the market, Cleary Gottlieb has added a Hong Kong law practice to its client offerings this year. Experienced partner Freeman Chan joins Cleary from Norton Rose, and has already begun carving out a presence for the firm in Hong Kong law-related work....
[more]
Not to be outdone by their immediate peers in the market, Cleary Gottlieb has added a Hong Kong law practice to its client offerings this year. Experienced partner Freeman Chan joins Cleary from Norton Rose, and has already begun carving out a presence for the firm in Hong Kong law-related work. Mike Preston also became a partner this year, and he brings his experience with cross-border private equity and M&A work to the firm's strong roster of partners.
Perhaps as a result of the firm's recent growth, many partners in the Hong Kong market have advocated for Cleary to come up in the rankings this year. "Cleary is really getting stronger in the market with the addition of its Hong Kong law practice," says a partner at a rival firm, "they've really got a growing presence. Their cross-border Korean practice is also particularly strong."
Cleary's M&A team recently represented Hong Kong-based ASM Pacific Technology (ASMPT) on its acquisition from Siemens of Siemens Electronic Assembly Systems (SEAS). This was a major acquisition for Hong Kong listed ASMPT, as SEAS is one of the world's largest producers of chip bonding equipment and assembly.
In 2010, the M&A team also advised Hainan Airlines in its Rmb1.87 billion ($292 million) acquisition of a 95% share of Titan Quanzhou Shipyard, a subsidiary of Titan Petrochemicals Group listed on the Hong Kong Stock Exchange.
[hide]
Leading lawyers
Clayton Johnson
Li Li
Michael Preston
Davis Polk & Wardwell
Davis Polk has been among the leading US firms to gain Hong Kong law capability this year, and the addition should create a full spectrum of offerings for clients. The arrival of experienced partners Bonnie Chan, Paul Chow and Antony Dapiran will no doubt boost the firm's strong M&A credentials....
[more]
Davis Polk has been among the leading US firms to gain Hong Kong law capability this year, and the addition should create a full spectrum of offerings for clients. The arrival of experienced partners Bonnie Chan, Paul Chow and Antony Dapiran will no doubt boost the firm's strong M&A credentials.
"Their quality is quite good," one client tells says, "They are very familiar with US securities law, especially sensitive issues, and they take a thoughtful view. They are very aware of their clients' considerations and concerns and take that into account. Sometimes they can remind you about updates in law, and give you a heads up before the law comes into effect so that the company can deal with it beforehand. Davis Polk is very good at securities law - they can give you advice and you don't need to go back and check on the law."
This past year, Davis Polk's team advised Stable Investment Capital (SIC) and CITIC Capital in relation to their acquisition of a stake in China Lumena New Materials. Lumena New Materials has mining, processes and manufacturing operations for natural thenardite products, and is one of the largest producers in the world.
[hide]
Leading lawyers
Kirtee Kapoor
Mark J Lehmkuhler
Howard Zhang
Latham & Watkins
Latham & Watkins is known in the market for its strong project finance practice across Southeast Asia, and the firm's relationships with banks and investors in the resources and M&A sectors forms one of the major pipelines for inbound and outbound China M&A work.Along these lines, one of Latham's global headline deals this past year was advising Repsol YPF on its strategic alliance with Sinopec....
[more]
Latham & Watkins is known in the market for its strong project finance practice across Southeast Asia, and the firm's relationships with banks and investors in the resources and M&A sectors forms one of the major pipelines for inbound and outbound China M&A work.
Along these lines, one of Latham's global headline deals this past year was advising Repsol YPF on its strategic alliance with Sinopec. The two companies together formed a joint venture in order to develop the projects of Brazil's third largest oil producer Repsol Brasil. The transaction was valued at $17.8 billion, and the formation of the joint venture resulted in the creation of one of Latin America's biggest energy companies. The Repsol-Sinopec joint venture also signals the second-largest overseas purchase in history by a Chinese company. The deal was also the third time that a Chinese state-owned enterprise invested in Latin America in 2010, another example of the country's increasing desire for natural resources.
Latham's M&A team also recently advised Daiwa Capital Markets on its acquisition of the Asian equity derivatives and global bonds businesses of KCB group. The deal represented the first time that a warrant trading platform was achieved via a Hong Kong asset transfer. The deal necessitated intricate arrangements and transfer of systems so that trading could be reopened without a hitch on the Monday after the deal's completion.
[hide]
Leading lawyers
Kenneth Chan
Rowland Cheng
Tim Gardner
Norton Rose
Norton Rose offers full-service offerings to its clients and is able to advise on nearly any legal aspect of M&A work. Peers in the market have advocated for the firm to be moved up in the rankings this year, with one partner at a rival firm telling us that "Norton Rose really does get some big deals....
[more]
Norton Rose offers full-service offerings to its clients and is able to advise on nearly any legal aspect of M&A work. Peers in the market have advocated for the firm to be moved up in the rankings this year, with one partner at a rival firm telling us that "Norton Rose really does get some big deals. They should be up in the top tiers of the market."
This year has also seen the addition of corporate partner Charlotte Robins to the Hong Kong office. Robins brings over 10 years of experience (mainly based in China) in corporate law to the M&A team, with a special focus on financial services regulatory and licensing matters across Asia.
Norton Rose has a close relationship with China Development Bank (CDB), and was recently re-appointed to CDB's foreign related business panel. The firm's relationships with a variety of Chinese financial institutions is an important aspect of the work being done by Hong Kong partners.
Norton Rose also gets much of its M&A work because of its relationships in the energy and project finance sectors. For example, Hong Kong partner Richard Crosby and Beijing partner Tom Luckock recently advised Challenger Emerging Markets Infrastructure Fund (EMIF) on its Rmb238 million ($39 million) acquisition of a 40% interest in six raw water, water supply and wastewater treatment plants in China's eastern coast Shandong, Fujian and Zhejiang provinces. This underscores the firm's presence in the Chinese water utilities market, as Norton Rose has advised on 21 water projects in China in the past 18 months.
[hide]
Leading lawyers
Andrew Abernethy
Richard Crosby
Shaun McRobert
Shearman & Sterling
Shearman and Sterling's Hong Kong M&A team is focused on complex US-law transactions. "Partner Paul Strecker was our point person for our deal and he did an exceptional job of harnessing the firm's resources and getting a successful transaction done," says one client....
[more]
Shearman and Sterling's Hong Kong M&A team is focused on complex US-law transactions. "Partner Paul Strecker was our point person for our deal and he did an exceptional job of harnessing the firm's resources and getting a successful transaction done," says one client. The same client also has high praise for the Hong Kong team's knowledge and professionalism. "We were very satisfied with the firm's knowledge, expertise and innovation in being able to solve issues. Particularly because they had specialist teams to handle M&A, multi-jurisdictional taxation, employment issues, public disclosures and fund specialists, all of which we needed this year."
The firm added a Hong Kong law practice in early 2010, which provides greater capacity and expertise for clients. It is just one of a raft of US firms to take this step with the realisation that local advice has become a vital pillar of any serious practice. This year, the firm has had particularly strong mandates in advising committees on several "go-private" transactions, including the Special Committee of China Security & Surveillance Technology. Subject to certain conditions, the board of directors of the Shenzhen-based company received a non-binding proposal from its Chairman and CEO.
The Hong Kong M&A team also advised Mascot Land and its shareholders in selling their HK$3.36 billion ($430 million) in shares to a Hong Kong-listed company. The sale, announced in October 2010, which was complicated because the transaction fell under a "very substantial acquisition" category and could have led to a reverse takeover under Hong Kong's acquisition rules. The team was able to successfully avoid this and push the deal through.
[hide]
Leading lawyers
Peter Chen
Colin Law
Gregory D Puff
Paul Strecker
Slaughter and May
Slaughter and May might not have the largest capacity out of Hong Kong M&A teams, but clients value the fact that the firm's partners have broad knowledge of a number of practice areas and thus can provide wider advice. The firm's Hong Kong team also has long-term relationships with top Hong Kong clients such as Standard Chartered, Swire and MTR....
[more]
Slaughter and May might not have the largest capacity out of Hong Kong M&A teams, but clients value the fact that the firm's partners have broad knowledge of a number of practice areas and thus can provide wider advice. The firm's Hong Kong team also has long-term relationships with top Hong Kong clients such as Standard Chartered, Swire and MTR.
"Slaughter and May give capable and intelligent advice. They don't have the largest international or regional network in Asia, but the Hong Kong staff is a safe pair of hands for important deals," says one client.
Slaughter's M&A team recently advised China International Capital Corporation Hong Kong Securities in its role as financial advisor for China Uranium Development Company (China Uranium) in connection with its proposed subscription for new shares in Hong Kong Stock Exchange listed Vital Group Holdings. China Uranium is a wholly-owned subsidiary of state-owned nuclear power producer China Guangdong Nuclear Power Holding Corporation (CGNPC).
Last year, Neil Hyman also advised Diageo on its proposed acquisition of a controlling interest in its Sichuan Chengdu Quangxing Group joint venture, which would in turn result in a mandatory $1.5 billion tender offer for Shanghai-listed Sichuan Shui Jing Fang. Similar deals in the past, such as Coca-Cola's takeover of Hiuyuan Juice have been blocked, with the government adopting a protectionist approach towards its major domestic brands. This case was seen as another tester of that philosophy.
[hide]
Leading lawyers
Padraig Cronin
Neil Hyman
Laurence Rudge
Benita Yu
Hogan Lovells
The Hogan Lovells M&A team has a solid practice that gets high marks for the firm's regional connectivity, accessibility and knowledge of the China market. "On advisory and risk quantification work they've always been really good," one client tells us, "I think that in an unfamiliar jurisdiction they're given a good degree of guidance....
[more]
The Hogan Lovells M&A team has a solid practice that gets high marks for the firm's regional connectivity, accessibility and knowledge of the China market. "On advisory and risk quantification work they've always been really good," one client tells us, "I think that in an unfamiliar jurisdiction they're given a good degree of guidance. We've received strong support from the team, and they've been very clear in taking complex things and turning them into actionable advice that was highly practice in helping us understand the constraints and conditions we're operating in."
Last year, Hogan Lovells' M&A partners advised Hong Kong-listed Mascotte Holdings on its 50.1% interest in Taiwan-based photovoltaic cell manufacturer Sun Materials Technology, in a deal that was valued at $150 million.
Leading lawyers: Jamie Barr, Terence Lau, Thomas Man, Andrew McGinty
[hide]
King & Wood Mallesons
In March 2012 Mallesons Stephen Jaques merged with King & Wood to form King & Wood Mallesons, the first Sino-Australian firm. In the first phase the two firms will combine their Australian, Chinese and Hong Kong partnerships under a Swiss Verein structure....
[more]
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.
Again and again, what we hear from satisfied clients is that the firm gives great value for money with magic circle capability and a strong client-focused ethic.
One client has special praise for partner Conrad Chan. "He is very prompt in responding to clients," the client notes, "He works day and night, 24/7. The M&A team is a cut above the average client service in Hong Kong. They benchmark is extremely high at the associate and junior levels, and they have a better culture on the bench as well - a good working team. They are good value for money, better than some of the magic circle firms."
Chan recently led the team in advising China Overseas Grand Oceans Group on the acquisition of its share capital by Hong Kong listed China Overseas Land and Investment. The deal involved complicated issues related to Hong Kong law, listing rules and the takeovers code.
[hide]
Leading lawyers
Conrad Chan
Nicolas Groffman
Martyn Huckerby
Larry Kwok
John Shi
Nicola Wakefield Evans
Mayer Brown JSM
Mayer Brown JSM has strong, genuine Chinese language capabilities and a deep understanding of the China and Hong Kong markets. This helps the firm establish successful relationships with local Hong Kong and Chinese companies looking to do cross-border M&A work....
[more]
Mayer Brown JSM has strong, genuine Chinese language capabilities and a deep understanding of the China and Hong Kong markets. This helps the firm establish successful relationships with local Hong Kong and Chinese companies looking to do cross-border M&A work.
Experienced partner Martin Robertson receives high praise from clients. "Mr Robertson brought unrelenting yet harmonious skills to the negotiation table," says one, "we could not have finalised the joint venture agreement under favorable 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."
[hide]
Leading lawyers
Stephen Bottomley
Ian Lewis
Martin Robertson
Derek Tsang
Patrick Wong
O'Melveny & Myers
O'Melveny & Myers' has a M&A practice that is genuinely strong in both US and Chinese law. This gives the firm a comparative advantage in being able to offer clients competent Chinese-law related advice without having to outsource many questions to local Chinese firms....
[more]
O'Melveny & Myers' has a M&A practice that is genuinely strong in both US and Chinese law. This gives the firm a comparative advantage in being able to offer clients competent Chinese-law related advice without having to outsource many questions to local Chinese firms. O'Melveny has repeat mandates from clients like AMD, Apple, China Development Bank, Deutsche Bank, Escada and Westinghouse.
Clients praise the expertise and innovative abilities of O'Melveny's team. "They are willing to throw out structures that are new in the market," one client tells us, "sometimes it works, and sometimes it doesn't, but least they're not afraid to try."
One important transaction for O'Melveny's team this year was representing 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 that gives Hanwha Chemical 49.9% equity in Solarfun. Several other full privatisation transactions were announced in the week after this deal was concluded.
[hide]
Leading lawyers
Howard Chao,
Qiang Li
Walker Wallace
Paul Hastings Janofsky & Walker
Paul Hastings Janofsky & Walker's Hong Kong team was augmented this year with the addition of former Goldman Sachs in-house counsel Steve Winegar. Paul Hastings's M&A practice gets many mandates from its leading real estate practice in China and Hong Kong....
[more]
Paul Hastings Janofsky & Walker's Hong Kong team was augmented this year with the addition of former Goldman Sachs in-house counsel Steve Winegar. Paul Hastings's M&A practice gets many mandates from its leading real estate practice in China and Hong Kong. The firm's Hong Kong office also does many Korea-related M&A deals, where the firm has a regional strength.
Real estate partner David Blumenfeld receives special praise from his clients. "We've been with Paul Hastings and David Blumenfeld for five years, and we remain as a client because they're the best in China out of international law firms, and they understand what the Chinese law says and know how to get things done. David Blumenfeld leaves everyone else in the dust."
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."
[hide]
Leading lawyers
David Blumenfeld
Raymond Li
David Livdahl
Roger Peng
Paul Weiss Rifkind Wharton & Garrison
Paul Weiss Rifkind Wharton & Garrison is one of few firms in the market with a true history of experience in China and China-related M&A. The firm's top-tier private equity practice has led to an impressive number of related M&A deals and given rise to an M&A practice that is impressive in its own right....
[more]
Paul Weiss Rifkind Wharton & Garrison is one of few firms in the market with a true history of experience in China and China-related M&A. The firm's top-tier private equity practice has led to an impressive number of related M&A deals and given rise to an M&A practice that is impressive in its own right. Paul Weiss has been historically strong in telecom, IT and media deals.
The Paul Weiss team so far spent a decade negotiating for the development of the high-profile Disney joint venture in Shanghai, and this year the deal finally came to fruition. The new joint venture agreement between Walt Disney and the state-owned Shanghai Shendi for the development of a new Disney theme park in Shanghai is unprecedented in terms of foreign investment into the Chinese entertainment market. Shanghai Disney will also operate in a way that is different from Disney's other theme parks across the world, with the joint venture adopting a unique "Shanghai model" for the development.
[hide]
Leading lawyers
Jeanette K Chan
John "Jack" Lange
Xiaoyu Greg Liu
Sidley Austin
Sidley Austin's Hong Kong M&A practice advises clients in relation to cross-border China practice and M&A deals across the region. The team advises multinationals acquiring stakes in Chinese companies, as well as Asia-Pacific companies with regional interests....
[more]
Sidley Austin's Hong Kong M&A practice advises clients in relation to cross-border China practice and M&A deals across the region. The team advises multinationals acquiring stakes in Chinese companies, as well as Asia-Pacific companies with regional interests. Sidley's regional M&A practice has been recently bolstered by the arrival of partner Joseph Chan to the Greater China team.
Clients have very positive things to say about Sidley, appreciating their competence and the way that the firm values its relationships with clients. "I strongly prefer working with Sidley over other firms I have worked with in China," says one client. "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."
This past year, Constance Choy advised China New Network in its proposed placing and acquisition of the whole of the equity interest in Top Match Holdings Limited from Wealth Grange Holdings, in an HK$4.98 billion ($639 million) deal that was achieved through cash and a convertible bonds issuance. China New Network is a wholly-owned subsidiary of Hong Kong listed Suncorp Technologies.
[hide]
Leading lawyers
Joseph Chan
Chen Yang
Constance Choy
Tang Zhengyu
Simpson Thacher & Bartlett
Simpson Thacher & Bartlett has developed a strong M&A practice based on its reputation and the strength of its client relationships. One client illustrates this by saying, "I would call Simpson Thacher our de facto in-house counsel....
[more]
Simpson Thacher & Bartlett has developed a strong M&A practice based on its reputation and the strength of its client relationships. One client illustrates this by saying, "I would call Simpson Thacher our de facto in-house counsel. I would consider them members of our firm. When we moved to Hong Kong they followed us here, and we have very close ties with them at the highest levels. We know they're busy, but as a client we try to monopolise their time because I know they're the best out there."
While best known as a leading capital markets firm, Simpson Thacher certainly has a growing presence in related practice areas. One client explains this as being due to the quality of the firm's partners. "They are outstanding across the board," says one, "these guys pretty much worked on every M&A we looked at. The people are very talented lawyers, and the best in their field in terms of subject matter knowledge. They have a clear strategy that's relevant and important to me as a client and are very flexible when thinking through stuff and getting to an outcome. I had a very very positive experience in working with them. They are simply the best team I have ever worked with."
Hong Kong partner Kathryn King Sudol recently led the Simpson Thacher team that advised Primus Pacific Partners in the sale of their 4.5% stake in new China Life Insurance. New China Life is one of the largest insurance companies in mainland China, and affiliates of Temasek and Standard Chartered will acquire two thirds of Primus Pacific Partners' share after the deal's closing.
[hide]
Leading lawyers
Shaolin Luo
Douglas C Markel
Kathryn King Sudol
Sullivan & Cromwell
Though Sullivan & Cromwell isn't one of Hong Kong's largest firms in terms of numbers, the high quality of the firm's partners and associates makes them an established presence in Hong Kong. As with the capital market's practice, the firm's strategy of focusing on a few complex, high-profile deals has been successful in the Hong Kong arena....
[more]
Though Sullivan & Cromwell isn't one of Hong Kong's largest firms in terms of numbers, the high quality of the firm's partners and associates makes them an established presence in Hong Kong. As with the capital market's practice, the firm's strategy of focusing on a few complex, high-profile deals has been successful in the Hong Kong arena.
Sullivan & Cromwell's clients have high regard for partner Michael DeSombre and the S&C team. One client notes that: "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."
Sullivan & Cromwell has considerable regional reach from its Hong Kong office. DeSombre recently led S&C's team in representing Goldman Sachs as it entered 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).
This year, Sullivan & Cromwell's team has also done M&A work in the Philippines, India and Korea.
[hide]
Leading lawyers
William Chua
Michael DeSombre
Weil Gotshal & Manges
Weil Gotshal & Manges is developing a strong M&A practice inspired by the firm's private equity and M&A clients. Though a relatively new player in the Hong Kong scene, Weil has been receiving high praise from their M&A clients this year....
[more]
Weil Gotshal & Manges is developing a strong M&A practice inspired by the firm's private equity and M&A clients. Though a relatively new player in the Hong Kong scene, Weil has been receiving high praise from their M&A clients this year. "On the experience level they're very good," one client tells us. "Sometimes they exceed their role in helping the client. They are very responsive to clients' needs."
Partner Akiko Mikumo also receives laudations from clients, as one client tells us that, "the combination of experience and technical ability is the entry point for her on every transaction and from a technical perspective I have no questions. If I differentiate between counsel, we have to determine their strategic and tactical judgment and problem solving ability. She is excellent on both counts. In the context of game theory and competitive bidding she's been able to highlight course of action that are prudent and innovative, and she brings really solid judgment to the table."
Weil's M&A team is currently advising General Electric in its agreement with Chinese state-owned aircraft producer Aviation Industry Corp (AVIC) to form a China-based joint venture company for the development and marketing of integrated avionics systems. The joint venture is closely watched in the market as it will be the first of its kind in China and has even been commented on by President Hu Jintao.
Weil's clients have praise for the technical ability and business sense that the partners bring to transactions. "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."
[hide]
Leading lawyers
Akiko Mikumo
Anthony (Tony) Wang
Steven Xiang
Bingham McCutchen
Bingham McCutchen is establishing its place in the Hong Kong M&A arena and will be an exciting firm to watch in the years to come. The firm already has a regional foothold with its large Japan office, and the Hong Kong office looks to establish a major practice in its own right....
[more]
Bingham McCutchen is establishing its place in the Hong Kong M&A arena and will be an exciting firm to watch in the years to come. The firm already has a regional foothold with its large Japan office, and the Hong Kong office looks to establish a major practice in its own right. Bingham's well-established US reputation in the financial services area should allow for clients following the firm into Asia.
Recently, Bingham's M&A team represented Yorkville Advisors in connection with its equity line facility investment into Hong Kong-listed Zhongda International Holdings. The group also recently advised Asian fund of funds investment manager MCP Asset Management regarding its purchase of a Hong Kong-based asset management company.
[hide]
Leading lawyers
Matthew Puhar
Deacons
Deacons' corporate finance practice has strong relationships with local Hong Kong companies and is often engaged by international firms to serve as Hong Kong counsel for their international clients. Partner Ronny Chow heads the Hong Kong M&A practice....
[more]
Deacons' corporate finance practice has strong relationships with local Hong Kong companies and is often engaged by international firms to serve as Hong Kong counsel for their international clients. Partner Ronny Chow heads the Hong Kong M&A practice.
Recently, Alexander Que advised Nasdaq-listed printed circuit board manufacturer TTM on its HK$4 billion ($513 million) acquisition of the printed circuit board business of Hong Kong listed Meadville. The transaction represented the first time that shares of a US listed company have been used as consideration in a public, Hong Kong M&A transaction.
[hide]
Leading lawyers
Ronny Chow
Alexander Que
DLA Piper
DLA Piper's M&A practice benefits from the firm's strong relationships with local Chinese and Hong Kong companies, and its capacity to handle a large volume of deals. One satisfied client comments that, "we have instructed DLA on acquisition work and I think that they have rich knowledge in this regard....
[more]
DLA Piper's M&A practice benefits from the firm's strong relationships with local Chinese and Hong Kong companies, and its capacity to handle a large volume of deals. One satisfied client comments that, "we have instructed DLA on acquisition work and I think that they have rich knowledge in this regard."
DLA Piper's M&A team recently advised Sinom Investments on its sale of 60% of its equity in Hong Kong incorporated Asia Iron to Chongquing Chonggang Minerals Development (CCMD). Asia Iron holds mining assets in Australia, and Sinom and CCMD aim to jointly develop its Australian projects. Sinom and CCMD also negotiated financing agreements in connection with transaction and future capital expenditures.
[hide]
Leading lawyers
Mabel Lui
Jeffrey Mak
Kirkland & Ellis
Kirkland & Ellis' Hong Kong and Greater China offices have a new and growing M&A practice that supports the needs of the firm's private equity clients. Clients are especially happy with the work of China-based and China-qualified partner Xiaoyang Li....
[more]
Kirkland & Ellis' Hong Kong and Greater China offices have a new and growing M&A practice that supports the needs of the firm's private equity clients. Clients are especially happy with the work of China-based and China-qualified partner Xiaoyang Li. "He is a wonderful resource," one client tells us, "he has a number of years of experience and adds an extra dimension to his advice. He is a great on-the-ground resource."
[hide]
Leading lawyers
Xiaoyang Li
Minter Ellison
Minter Ellison has a comparative advantage in the market in advising Australian entities on China-related inbound and outbound work. The team was also augmented this year with the addition of partners Barbara Mok, Katherine U, and Anne Ko from rival firm Jones Day....
[more]
Minter Ellison has a comparative advantage in the market in advising Australian entities on China-related inbound and outbound work. The team was also augmented this year with the addition of partners Barbara Mok, Katherine U, and Anne Ko from rival firm Jones Day. The additions have more than doubled the size of the Greater China corporate team, and gives the firm much greater capacity to handle important M&A mandates.
A client describes Minter Ellison's M&A capacity as "Very good. They have a good commercial grasp of issues and put in place practical solutions to meet commercial needs since we have many hurdles. We've worked with both their Hong Kong and China teams, and they have good regional and international capacity to provide for our needs. We previously worked with Yiyi Woo at another firm, but then worked with her at Minters in China after that. It worked out!"
[hide]
Leading lawyers
Elisabeth Ellis
Fred Kinmonth
Barbara Mok
Morrison & Foerster
Morrison & Foerster's Hong Kong team has deep regional experience in Greater China, and also has an asset in its strong Tokyo team when it comes to advising in inbound China targets for Japanese investors. The firm's China-Japan strategy has recently yielded several significant deals....
[more]
Morrison & Foerster's Hong Kong team has deep regional experience in Greater China, and also has an asset in its strong Tokyo team when it comes to advising in inbound China targets for Japanese investors. The firm's China-Japan strategy has recently yielded several significant deals.
MoFo has had a strong year on both the inbound and outbound sides. In a particular example of an inbound Hong Kong acquisition, the team recently advised Kirin Holdings in its $400 million beverages joint venture with China Resources Enterprise. China Resources Enterprise is a Hong Kong-based consumer goods company that operates in the Chinese retail, food, beer and beverage markets. The joint venture between Kirin and China Resources Enterprise is set to manufacture and distribute non-alcoholic beverages throughout China and Hong Kong. MoFo's team was led by partners Thomas Chou, Gordon Milner and Sherry Yin.
[hide]
Leading lawyers
Thomas Chou
Charles Comey
Paul McKenzie
Gregory Tan
Sherry Xiaowei Yin
Orrick Herrington & Sutcliffe
Orrick Herrington & Sutcliffe's M&A leverages its US base and strong connections in Silicon Valley prove to be a special advantage to clients in tech sector-related transactions. The firm also has a large team of lawyers who are bilingual, which aids the firm in conducting cross-border China transactions and developing relationships with local Hong Kong and Chinese companies....
[more]
Orrick Herrington & Sutcliffe's M&A leverages its US base and strong connections in Silicon Valley prove to be a special advantage to clients in tech sector-related transactions. The firm also has a large team of lawyers who are bilingual, which aids the firm in conducting cross-border China transactions and developing relationships with local Hong Kong and Chinese companies.
This year, Orrick 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 is an automobile sales and services provider, and distributes automobile brands including Porsche, Mercedes-Benz, Audi, Lamborghini and GZ-Toyota in China.
[hide]
Leading lawyers
David Cho
Elizabeth Cole
Mark Lee
Edwin Luk
Simmons & Simmons
Clients praise the work of Simmons & Simmons Hong Kong partners in the M&A arena. One clients describes a recent experience with the firm by saying, "I thought they were very good....
[more]
Clients praise the work of Simmons & Simmons Hong Kong partners in the M&A arena. One clients describes a recent experience with the firm by saying, "I thought they were very good. Clearly they know a lot about Chinese law and they're very knowledgeable in the market. They have good commercial sense, even on borderline commercial issues, and their drafting is excellent. Plus, they are nice people. Working with them was one of the best experiences I've had around the world."
[hide]
Leading lawyers
Tom Deegan
White & Case
White & Case's M&A team benefits from quality partners and the firm's solid relationships with Chinese financial institutions, meaning that much of the firm's M&A work is related to inbound or outbound China-related acquisitions.White & Case has had a successful year in outbound work, as it recently represented Industrial and Commercial Bank of China (ICBC) on its $140 million acquisition of an 80% interest in The Bank of East Asia (USA) National Association....
[more]
White & Case's M&A team benefits from quality partners and the firm's solid relationships with Chinese financial institutions, meaning that much of the firm's M&A work is related to inbound or outbound China-related acquisitions.
White & Case has had a successful year in outbound work, as it recently represented Industrial and Commercial Bank of China (ICBC) on its $140 million acquisition of an 80% interest in The Bank of East Asia (USA) National Association. ICBC will become the first mainland Chinese bank to acquire a controlling stake in a US bank, if the deal clears regulatory approvals, and it will also become the first mainland Chinese bank to receive a full CCS determination by the Federal Reserve. This may signal a place in the market for further mergers between Chinese and US banking institutions.
The White & Case team also advised GMR group in its $1.2 billion sale of its 50% share of global power producer InterGen. InterGen is an affiliate of the state-owned China Huaneng group, which is China's largest power generation company.
[hide]
Leading lawyers
John Leary
Xiaoming Li
Vivian Tsoi
Woo Kwan Lee & Lo
Woo Kwan Lee & Lo find a place in the market in advising local Hong Kong companies on their M&A transactions.The M&A team recently represented COSCO International Holdings Limited (CIHL) on connection with obtaining a disposal mandate for its entire stock in Sino-Ocean Land Holdings Limited (SOLHL)....
[more]
Woo Kwan Lee & Lo find a place in the market in advising local Hong Kong companies on their M&A transactions.
The M&A team recently represented COSCO International Holdings Limited (CIHL) on connection with obtaining a disposal mandate for its entire stock in Sino-Ocean Land Holdings Limited (SOLHL). The approval was subject to the verdict of independent shareholders, and was obtained in September 2010.
[hide]