Asialaw Profiles
The Guide to the legal markets of the Asia-Pacific

Clifford Chance has fully integrated with Chang Pistilli & Simmons, which gives the UK firm an immediate 14 partner capacity across its Sydney and Perth offices.

One client acknowledges the “direct involvement of experienced partners who bring commercial and practical solutions to complex situations”. Another client says: “We recommend Clifford Chance and characterise its service as being attentive, quick and responsive.”

A highlight for the team is its work for Ricegrowers, which is the subject of an unsolicited US$700 million bid by Spanish food company Ebro Foods.

Clifford Chance has quickly settled into the Australian legal market. One satisfied client says: “I rate Clifford Chance positively against the very top firms in Australia.”

Advising client across an array of industries, another adds: “I would recommend the firm as its service and advice is fit for purpose.”

Last year, the firm acted for Mosaic Oil on its US$130 million takeover by AGL Energy by way of a court approved scheme of arrangement.

Clifford Chance

The Clifford Chance energy and natural resource practice draws on the “significant experience of the firm’s lawyers in this sector”, says one client. Benefitting from its recent mergers with Chang Pistilli & Simmons in Sydney and Cochrane Lishman Carson Luscombe in Perth, the CC practice has advised on some of Australia’s largest and most complex energy and natural resource transactions. For example, it advised Sumitomo Corporation and its Australian subsidiary on its involvement in the US$5 billion Wiggins Island Coal Export Terminal at the port of Gladstone, Queensland.

Norton Rose

Norton Rose’s M&A team specialises on high quality transactional work for corporate and financial institutions. One noted aspect of the practice is its particularly strong experience in delivering a seamless cross border service across the Asia Pacific region. Last year’s biggest highlight was advising Banpu Public Company, one of Asia’s leading coal and energy providers, on all aspects of its US$2.7 billion takeover of Australia’s largest independent coal producer Centennial Coal Company.

Clifford Chance is well known in the banking and finance market for its strong global network of relationships with top banks and financial institutions. Some of the firm’s major mandates this past year include advising Glencore on its highly-watched US$10 billion simultaneous London/Hong Kong dual listing, advising on Shanghai Pharmaceuticals’ US$2 billion H share offering, and serving as counsel to Prada on its headline Hong Kong Stock Exchange IPO.

Peers in the market praise Clifford Chance’s banking and finance practice: “Clifford Chance has a good international network when it comes to relationships with top international banks. It is very well known in Hong Kong, and is often the go-to firm for representing underwriters in transactions.”

This past year, the Clifford Chance team represented underwriters Morgan Stanley and Nomura on Chongqing Rural Commercial Bank’s HK$13.2 billion (US$1.7billion) IPO. This was the first ever Hong Kong listing by a rural Chinese bank.

Partners Crawford Brickley, Cherry Chan, Amy Lo and Tim Wang are all top partners at CC.

Clifford Chance is almost unanimously recognised as a top-tier firm in the M&A space in China. One partner at a rival firm says: “Clifford Chance is well established and has a longstanding history of China-related M&A work. It’s the team a lot of people want to work with because of its strong history and track record.” In the last 12 months, the firm has earned major mandates on inbound and outbound deals across financial services, life sciences, healthcare, consumer goods and retail.

Head of Asia M&A Roger Denny led a team last year that advised Rabobank on its investment in the Agricultural Bank of China IPO, and the accompanying strategic cooperation agreement. The agreement encompassed multiple business lines and was valued at over US$250 million. ABC was the world’s largest IPO and cornerstone investments accounted for 50%.

In a key outbound transaction, China corporate head Emma Davies led a CC team representing Royal DSM on its development of a 50/50 worldwide joint venture between Sinochem group and Royal DSM’s DSM Anti-Infectives.

Clifford Chance’s dispute resolution team is led by Hong Kong-based Martin Rogers, who heads the firm’s practice across the region. The firm’s arbitration practice is led by Cameron Hassal, while Donna Wacker specialises in commercial litigation, and restructuring and insolvency matters.

Clifford Chance’s status as a leading firm for finance-related work and M&A work means that it is often seen on restructuring or insolvency related matters (especially with complex structures), as well as dispute resolution work for leading M&A clients. Ling Ho also heads the China dispute resolution and Asia IP teams, which gives the firm an edge in disputes concerning IP matters.

Clifford Chance’s Asia IP group is led by experienced partner Ling Ho. Ho has experience on transactional work, anti-counterfeiting and portfolio management, and high stakes litigation and dispute resolution.

The practice recently advised Philip Morris on a US$2.34 billion joint venture in the Philippines and India with Fortuna Tobacco. Ho led the team, which had to navigate strategic IP issues in the midst of the tandem signing and closure of the deal.

Clifford Chance also has a strong roster of leading multinational clients that it counsels on patent litigation issues.

Clifford Chance’s banking practice is known for its relationships with banks, and its ability to advise on banking transactions involving all levels of complexity. One partner at a rival firm says: “Clifford Chance is one of the largest and best teams in Hong Kong. Its relationships with international banks and the major Chinese banks in Hong Kong make it a go-to firm for advising on syndicated loan transactions.”

When it comes to syndicated lending work and cross border leveraged financings, partner Andrew Hutchins brings deep experience to the Hong Kong team. Experienced partner Anthony Wang also bolsters the banking practice with his background in syndicated loans, acquisition financing and projects work.

The Hong Kong M&A team at Clifford Chance is well respected by peers in the market, and the firm’s global relationships with leading banks and multinationals is the source of many major mandates. One partner at a rival firm notes: “Clifford Chance gets so many of the leading M&A deals. The firm just has a leading reputation.”

When it comes to feedback from clients, Asia M&A head Roger Denny receives many compliments. “Denny has a great bedside manner,” says one client.

The leading finance practice at Clifford Chance enjoys a reputation as the go-to experts for finance related M&A work. Roger Denny recently led a firm team that represented Rabobank on its US$250 million investment in the largest IPO in world history, for Agricultural Bank of China.

Clifford Chance’s disputes practice is known in Hong Kong for its expert ability to handle litigation work involving complex financial matters. Veteran partner Martin Rogers leads the team in Asia, and brings to the practice 20 years of experience in the region. Partner Cameron Hassall heads the firm’s Hong Kong and China arbitration practice, and he has a particular specialty in cross border disputes in the private equity, infrastructure, energy and banking and finance sectors.

Clifford Chance is able to provide leading commercial litigation and arbitration advisory services to clients in finance related industries. Rogers and his team often advise leading investment banks, fund managers and international and Asian companies across the region.

Experienced partners Brian Gilchrist and Elaine Chen lead the firm’s tax team in Hong Kong. Gilchrist has deep experience when it comes to tax matters and has a history of advising numerous leading institutions and international corporations. Clifford Chance’s practice is also bolstered by the Hong Kong office’s strong contentious capabilities. Chen’s experience in civil and commercial litigation means that the firm is prepared to advocate for clients in contentious disputes at all levels.

This past year, the tax team has been working on mandates for several high profile, potentially precedent-setting tax controversies. The tax practice also supports the firm’s growing mainland China private equity practice, which advises clients in navigating PRC regulations and planning tax efficient exits.

Clifford Chance has a first rate banking practice and its capital markets group is gaining momentum in the market as well. Of the firm’s capital markets practice, one client notes: “The firm provides a high quality service, especially for a first time issuer. It also has sufficient experience, especially in the public sector, and is very reliable.” Leading the team is partner Reiko Sakimura, who is “very hands on” and “understands Japanese culture”. On the Japanese law side, partner Eiichi Kanda is recommended highly. “He definitely can think outside the box, is very flexible, and quick at getting concepts and finding solutions,” notes one client. Leng Fong Lai is also a key contact of the group.

Clients also praise the firm’s structured finance work as well. “The firm has an excellent structure to handle large flow work. This is important in a climate where appetite for risk has diminished and where flow business has increased.” One of the firm’s highlight deals was its representation of ING Bank as mandated lead arranger on a junior mezzanine facility to the GST AutoLeather Group. Managing partner Peter Kilner and finance practice head Masayuki Okamoto are also leading names at the practice.

Clients appreciate the “local presence with a global network” and the “strong global track record and experiences in particular sectors” on offer at Clifford Chance. A firm team, led by Tatsuhiko Kamiyama, is advising NEC Corporation in its joint venture with Lenovo of China to form the largest personal computer group in Japan. Fujifilm Corporation also enlisted the firm’s help on its acquisition of more than 40% interest in Japan Tissue Engineering, which is a strategic transaction for the client to shift its focus to the healthcare sector.

The Tokyo office underwent restructuring in the second quarter of 2011 when 10 of its partners left to join K&L Gates. This included corporate partner Naoki Watanabe.

Despite the low level of activity in the market, the real estate team at Clifford Chance still worked on a number of high profile property acquisitions and financings for its clients. These included the acquisition of an office building in Tokyo by RREEF. Bengoshi partner Eiichi Kanda has attracted much praise from clients. “Kanda definitely can think outside the box, is very flexible, [and] quick at getting concepts and finding solutions.” Peter Kilner and Leng-Fong Lai are also recommended.

Despite a series of departures in recent years, Clifford Chance’s capital markets team has gone from strength to strength this year, with the firm continuing to impress in the debt capital markets space.

In one landmark transaction, partner Joan Janssen and senior associate Colin Dunlop led a team advising the joint lead arrangers and bookrunners on Hong Leong Investment Bank’s US$300 million bond issuance.

On the equity capital markets side, the hiring of widely respected former WongPartnership ECM head, Raymond Tong, in November 2010 stood the firm in good stead. Clients greatly value his experience, with one describing him as a “very serious lawyer with extensive knowledge of clients’ needs and local law”.

In a notable case, partners Amy Lo and Johannes Juette led the S$3.9 billion IPO of Global Logistic Properties on the SGX.

In the banking space, talent such as leveraged finance specialist Andrew Brereton, restructuring lawyer Andrew Gambarini, and projects and energy specialist Ting Ting Tan, continue to help the firm’s 20-member finance team stand out.

This year, Brereton represented ING, SBMC, Bank Mandiri, BTMU, Intesta Sanpaolo and Morgan Stanley, among others, on the refinancing of the US$285 million loan and US$315 million bond financing, closed in 2009, for the acquisition of PT Bukit Makmur Mandiri Utama by Northstar.

Clients rate the firm’s technical ability as well as its up-to-date advice. “The firm is very commercial and very knowledgeable about the markets it is in,” says one.

Despite the retirement this year of M&A heavyweight Philip Rapp, Clifford Chance remains a major player in the corporate/M&A space. This is thanks in part to the addition of widely respected specialist Simon Clinton, who relocated from Dubai in January 2011.

Headed up by Clinton, the 10 member team dedicated to corporate, M&A and private equity work churned out several significant transactions this year. In one particularly notable deal, partner Lee Taylor advised Mitsui & Co regarding a US$225 million joint venture with Singaporean company Hyflux.

Senior associates Melissa Ng and Satbir Walia also advised Philip Morris in the restructuring of its Vietnam operations due to legislative changes regarding foreign-owned tobacco distribution companies in Vietnam. In response to this law, Philip Morris began a joint venture with Vietnam National Tobacco to ensure the distribution of its products in Vietnam.

In another highlight, Taylor headed a team advising Maxis Communications Berhad on the restructuring of its joint investment with Saudi Telecom in Indonesian mobile operator Natrindo Telepon Seluler.

Clients speak highly of Taylor’s ability to handle such challenges, with one describing him as being “very accessible, accommodating and responsive to our group’s issues and requirements”.

The Clifford Chance practice now sits in tier two of the rankings. However, partner Ting Ting Tan continues to impress with his knowledge of oil and gas, energy and infrastructure, M&As for financial institutions, and cross border financings in Europe and Asia.

In one highlight this year, a firm team led by Ting Ting Tan and partner Alan Lee advised ICIC Bank on its US$250 million financing to Adani for its acquisition of coal assets in Australia.

Clifford Chance is known for its activity on the banking side and on debt capital markets matters in Thailand. “The firm gives high quality advice,” says one client. “There is great availability of partners and assistants, and the firm provides an excellent service and swift responses to questions. The CC network of lawyers in other jurisdictions is very useful in complex cross-border transactions.”

Finance partner Fergus Evans and project finance specialist counsel Joseph Tisuthiwongse earn strong praise from clients. “Many senior partners disappear after the first call, which can be a problem when work is then passed to associates who run the rest of the deal,” says one client. “That definitely does not happen with Fergus.”

In the last 12 months, the banking and project teams represented Siam Commercial Bank, Krung Thai Bank and TISCO Bank as lenders on a syndicated acquisition loan for Sahaviriya Steel Industries PLC (SSI) and its UK subsidiary. The loan was to obtain the upstream steel production capabilities of UK-based Teesside Cast Products.

The Clifford Chance M&A team is led by partner Andrew Matthews, who brings his 30 years of experience in M&A work around the world to the firm’s corporate practice. Clifford Chance is particularly strong when it comes to advising clients on cross border transactions.

The firm’s M&A team recently represented True Corp on its Baht 4.35 billion (US$144.7million) acquisition of Hutchison Wireless Multimedia Holdings. This was a major step for True Corp because the deal faced significant political and regulatory concerns about its size.

The projects team at Clifford Chance’s Bangkok office is a key component of the firm’s strong network of project finance specialists across Southeast Asia. The firm’s long history of work in the projects sector has led to many major power mandates over the years.

The firm’s team, led by projects specialist Joseph Tisuthiwongse, recently represented Asian Development Bank and a club of banks in their role as lenders for the financing of Natural Energy Development’s 79-MW power plant located in Lopburi, Thailand. The novel plant will use innovative thin film tandem junction panels, and will be the largest solar project in Asia as well as one of the largest worldwide.