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

Freshfields is well known for advising issuers and underwriters on cross-border ECM offerings out of Hong Kong. The firm often represents international and domestic Chinese businesses and financial institutions on financing work. Freshfields’ status as a leading financial law firm is based on its sound multijurisdictional knowledge. One client says: “Freshfields has a better global picture than most and knows what market precedents to draw from.”

Over the past year, Freshfields advised underwriters JPMorgan Chase, Morgan Stanley and Bank of America Merrill Lynch on MGM China’s US$1.5 billion global share offering and Hong Kong listing.

Partners Robert Ashworth, Teresa Ko and Calvin Lai are all leading practitioners.

Freshfields Bruckhaus Deringer’s strong corporate/M&A practice in China is bolstered by the firm’s international network of relationships with top investment banks, private equity firms and other international financial institutions. These connections have led to a track record of advising on high profile, complex M&A deals across a range of industry sectors. “The reason why we worked with the firm is because we know it is ranked really high,” says one client. “Freshfields’ team is stronger overall than other top M&A teams. Partners at other firms provide creative solutions. Freshfields is even more creative.”

This past year, the Freshfields M&A team advised Chinese state-owned nuclear power company China Guangdong Nuclear Power Corporation (CGNPC) on its acquisition of Meiya Power Company (MPC) from Standard Chartered Private Equity and Noonday Asset Management. Independent power producer MPC has investments in 22 power projects across China and in the Republic of Korea.

Freshfields garners many of its major mandates from its top finance and M&A practices, and is known for its top commercial dispute resolution practice. Partner Peter Yuen advises on commercial disputes across a range of matters from banking to professional negligence litigation. Yuen has experience representing clients in Hong Kong court proceedings, Chinese court proceedings and arbitrations in a number of settings.

One practitioner from a rival firm says: “Peter Yuen is really a leader at Freshfields. He is undoubtedly the cornerstone of its practice.”

The Freshfields team also has particular experience in anti-corruption cases and FCPA investigations.

Clients and peers in Hong Kong respect Freshfields for its capabilities on all types of lending transactions. This past year, the Hong Kong and Greater China teams were bolstered by the addition of experienced banking partner Howard Lam from Linklaters. Lam brings experience in project finance, banking, cross border debt restructuring and complex financing to the group.

While 2011 was a turbulent year for many magic circle firms, who were facing increased competition from their US peers, Freshfields’ capital markets practice remained competitive. The firm enjoys strong relationships with international banks, and is often seen acting for underwriters. One client says: “Freshfields is the biggest and best on the Hong Kong IPO side.”

This past year, the Freshfields team advised Samsonite as issuer on its Hong Kong IPO, which raised US$1.25 billion. The listing was seen as a bellwether for luxury brands choosing Hong Kong as an IPO destination.

As a leading magic circle firm with leading international relationships, Freshfields’ strong international M&A brand allows its Hong Kong team to take part in major global acquisitions and take-private transactions. One client says: “Freshfields has quality partners and better global coverage compared to similar firms. It is really able to handle the bigger transactions.”

In a recent deal, the M&A team represented Chinese state-owned nuclear power company China Guangdong Nuclear Power Corp in its acquisition of Meiya Power Company from Standard Chartered Private Equity and Noonday Asset Management. The firm also has teams in London and Hong Kong presently representing a consortium of investors, led by Hong Kong listed Cheung Kong Infrastructure Holdings, on its £2.4 billion proposed cash acquisition of UK listed Northumbrian Water Group.

Freshfields’ intellectual property and information technology group in Asia is headed by lead partner Connie Carnabuci. The practice at Freshfields covers an array of matters, from IT and telecommunication agreements to telecommunications and media related intellectual property issues.

The Freshfields practice also supports the firm’s other practice areas, notably in sector specific IPOs, M&As, joint ventures and other business agreements.

“I recommend working with Freshfields Bruckhaus Deringer because we feel that the firm always stands by us through a deal,” says one client. “The firm explains the pros and cons of outstanding issues carefully, and gives us proper advice from time to time.” Peers note that the firm has become more active in the project finance space. Counsel Don Stokes is advising Japanese trading companies in a number of projects, such as the financing of a locomotive fleet project in Malaysia.

“My experience with Freshfields has been very positive and very professional. The firm worked quite hard, and took ownership of our matter. It also gave the right mix of Japanese and English speakers,” says one satisfied client. The market leading team worked on the establishment of a joint venture between NEC Corporation and Lenovo Group, representing the latter. With a value of US$500 million, this transaction was one of the first significant M&A deals involving a Chinese bidder since the credit crunch.

Veteran partner James Wood will soon relocate back to London, and he will be succeeded as office head by James Lawden who has over 14 years of experience in Tokyo. On the bengoshi side, Takeshi Nakao is many clients’ favourite lawyer. “He has excellent legal knowledge and experience with good communication skills in English,” says one.

Under the leadership of seasoned litigator Kazuki Okada, and with Japan and New York qualified senior counsel Akiko Yamakawa on the team, the dispute resolution group at Freshfields Bruckhaus Deringer advises on domestic and cross border matters. Some of its active clients include Bloomberg, Morgan Stanley MUFG Securities and Tesco. Highlight cases handled by the firm over the past year include representing Brunei Investment Agency in dealing with obstructive actions taken by an anti-social organisation, and advising a client in a dispute with a customer in relation to a trade credit insurance agreement.

“It is an employment expert and guru,” affirms one client of Freshfields Bruckhaus Deringer. Moving up a tier in the rankings this year, the firm’s impressive labour and employment practice is best known for its success in landmark litigation including that relating to overtime compensation for white collar employees. The firm is advising Toyota Nakao and its subsidiaries in an employee share option programme across 37 jurisdictions, demonstrating the benefits of its global network of offices.

Heading the practice is partner Kazuki Okada, who has a background of representing employees and trade unions. In the last year, Okada advised Bristol-Myers Squibb on various employment issues, including advice relating to the recent earthquake in Japan. Bloomberg, JW Thompson, Shinsei Bank and Tesco Japan are some of the firm’s other active clients.

Freshfields Bruckhaus Deringer’s expertise on complex banking transactions and its vast experience enables the team to handle project financing of the highest standard.

The leader of the practice is standout practitioner Tony Foster who “knows the system inside out and is able to distil that experience into something that very closely resembles wisdom”, says one rival partner.

The team advised Morgan Stanley in relation to the transfer of a 20% stake by the general director in Morgan Stanley Gateway Securities, as well as other corporate issues at the securities company.

Another notable transaction was advising Nomura Hong Kong in relation to a secured US$20 million loan to a local joint stock commercial bank secured by notes issued by Nomura Bank International linked to credit of the Socialist Republic of Vietnam.

Freshfields Bruckhaus Deringer is one of the standout firms for corporate M&A work in Vietnam: a jurisdiction in which, according to one client, “clarification to legal interpretations may vary with individual government officers”.

The firm advised AES Corporation on two separate transactions. Firstly, on the sale of a 30% interest in AES-VCM Mong Duong Power, which owns the Mong Duong 2 Power Project. Secondly, the firm advised on the sale of a further 19% interest to PRC state-owned investment agency China Investment Corporation.

Another transaction saw the team advise Singapore Technologies Telemedia in its acquisition of a strategic interest in Electricity of Vietnam Telecom. This significant transaction was one of the first large state-owned enterprise acquisitions of recent years.

As one of the few foreign firms in Vietnam, Freshfields’ construction and real estate practice acts for various foreign investment corporations on major development projects. The firm was involved on some of the largest deals over the last year.

For example, it advised Genting Berhad on its joint venture project with VinaCapital to develop a US$4 billion real estate complex in Quang Nam Province. In another transaction valued at US$1 billion, the firm advised Prudential on its investment in various land and building projects.

Other deal highlights include advising Qatari Diar in the acquisition of an interest in a project company established to own a major real estate project in Ho Chi Minh City, and advising Smartshirt in the acquisition of a land lot in My Trung Industrial Zone.

Freshfields Bruckhaus Deringer’s elite dispute resolution practice covers everything from arbitrations to contract disputes regarding shipping, manufacturing and projects.

Practice leader Milton Lawson is one of the few lawyers in Vietnam that possesses wide experience in handling arbitration and litigation matters, and has enjoyed a number of successful outcomes when advising both Vietnamese and foreign parties.

The past year has seen the team heavily involved on joint venture and shareholder disputes, as well as smaller matters involving construction and shipping issues.

Freshfields Bruckhaus Deringer was one of the busiest firms in the energy and natural resources sector last year. The size and the value of the transactions involving the firm led peers to comment: “Freshfields is definitely the power player in this sector.”

The firm’s international transactions included advising AES Corporation on the US$2.1 billion development and financing of the 1200MW coal-fired Mong Duong 2 power plant. The firm also represented an international power consortium in relation to the US$1.5 billion development and financing of Nghi Son 2 power project.

As a demonstration of its domestic prowess, the firm advised ONGC Videsh on the US$1 billion transfer of all of BP’s interests and assets in Block 06.1 in Vietnam to TNK Overseas.