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

Latham & Watkins’ capital markets practice is well known for its ability to advise issuers on IPOs and follow-on offerings, especially when it comes to listing in the US and Hong Kong. Clients praise Latham for its accessibility and commitment to clients. One client says: “The Latham team is committed and responsive to our enquiries. And it is always readily available to give us quality legal service and support even with short notice.”

Over the last year, Latham’s capital markets team represented the underwriters as Hong Kong and US counsel on Bank of China’s high-profile A+H shares rights offering. The offering raised nearly Rmb100 billion (US$15 billion), which was one of the largest amounts raised by a Chinese bank in a refinancing plan.

Partners Eugene Lee, Michael Liu and Benjamin Su are all leading lawyers at the practice.

Latham & Watkins’ team is often seen advising international corporations on major inbound and outbound mergers and acquisitions.

The China corporate team is also an important asset when it comes to the firm’s work on global deals. This was in evidence with the firm’s work for YPF on its strategic alliance with Sinopec. The US$17.8 billion alliance created one of Latin America’s largest energy companies with the aim of jointly developing projects for Brazil’s third largest oil producer Repsol Brasil. The deal signified the second-largest overseas purchase by a Chinese company and the third time a state-owned enterprise invested in Latin America in 2010. Partner Kenneth Chan led Latham’s China team advising on the multijurisdictional transaction.

CMS Legal

Dr Falk Lichtenstein leads CMS Legal’s dispute resolution practice, which specialises in assisting German and US companies on their dispute resolution needs in China. The firm recently represented a German heating equipment supplier on a dispute over the payout out of a distribution relationship.

Dewit Law Office

Dewit’s offices in China specialise in advising companies on cross border matters involving Europe, especially Belgium, and China. Name partner Bernard Dewit is recognised as an arbitrator by CIETAC and the Brussels Business Mediation Centre. On the litigation side, the practice is especially strong on cases that relate to shipping arrangements and international sales and labour agreements.

Hogan Lovells

Hogan Lovells’ dispute resolution practice is led out of Hong Kong by senior partner Allan Leung. The team often advises on shareholders disputes, and has an impressive roster of clients including UBS, ING, DBS Bank, Standard Chartered Bank, Credit Agricole, Deutsche, Citi, Daiwa, Henderson and Greentown.

Latham & Watkins

Experienced partner Simon Powell leads Latham’s Greater China dispute resolution team from Hong Kong. The firm often advises listed companies on contentious matters relating to the US firm’s leading banking and finance and M&A practices. Recently, Lathams advised computer and electric appliances company Tatung on consequences resulting from financial troubles experienced by Hong Kong-listed Proview International. This included its potential insolvency, and the bankruptcy of its former chairman.

WongPartnership

The dispute resolution practice at Singapore-based WongPartnership is led by Chan Hock Keng and Christopher Chuah. The firm advises clients on litigation cases in Singapore courts, and also on SIAC arbitration. This past year, the firm advised on PRC related international arbitrations conducted by the ICC, SIAC, HKIAC and CIETAC.

The banking practice at Latham & Watkins is especially strong and combines well with the firm’s project financing work across Southeast Asia. The team receives high praise from clients, with one noting: “The firm has outstanding knowledge. Not only is it professional, but it knows how to negotiate with the counterparty and be reasonable. It is innovative in that it’s able to do non-typical loans. And it can work 24 hours a day, around the clock.”

In one highlight deal that demonstrates the integrated nature of the firm’s banking and project finance practices, partners Joe Bevash and Stephen McWilliams advised the lenders in connection with the financing for the development of the power and mining facility components of the Hongsa Mine-Mouth Power Project in Lao PDR. The project loan is one of the largest ever raised solely on the Thai bank market, while the project is one of the largest power projects attempted in Asia outside of India. David Miles is also a leading banking partner at the practice.

Latham’s capital markets practice is strong on both the equity and debt sides.

Latham & Watkins’ M&A team benefits from the firm’s strong regional project finance practice and relationships with leading banks, energy companies and natural resource. Lathams’ partners often advise on both inbound and outbound M&A deals.

In a highlight deal this year, the M&A team represented Repsol YPF on its strategic alliance and joint venture with Sinopec to develop projects by Brazil’s third largest oil producer Repsol Brasil. The US$17.8 billion transaction established one of Latin America’s largest energy companies. Partners Kenneth Chan, Rowland Cheng and Tim Gardner are all leading lawyers in the practice.

Aircraft finance specialist Hisao Hirose takes charge of the finance group at Latham & Watkins. To add more strength to the team, star partner and Asia finance specialist Joseph Bevash relocated from the Hong Kong office to take up the role as office managing partner in Tokyo. A highlight of the team saw Bevash advise Jurong Aromatics on the development and financing of the Jurong Aromatics petrochemicals project, which includes 11 lending banks and eight sponsors. Hirose has been busy recently on aircraft financing deals for Japanese airlines involving different types of aircraft.

Latham & Watkins considers its knowledge and representation of matters in highly regulated areas, such as telecommunications, power, infrastructure and broadcasting, as a key strength of a team that is led by Michael Yoshii. One deal that demonstrates this is its advisory role to Chubu Electric Power on its acquisition of a partial interest in five gas-powered generation assets in the US from independent power producer Tenaska.

Latham & Watkins’ finance and capital markets teams worked on a number of significant transactions this year, with particular focus on Singapore, Japan, Indonesia and India.

In one laudable transaction, partners Clarinda Tijia-Dharmadi and David Miles advised the arrangers on a US$400 million bank loan for PT Saptaindra Sejati.

Miles also represented borrower STATS ChipPac in securing a US$360 million senior secured loan so that the company could repay outstanding debt.

On the project finance side, partner Stephen McWilliams, head of the firm’s project finance group, advised the lenders on the US$2.97 billion financing of the Hongsa Mine-Mouth Power Project.

Michael Sturrock, head of the firm’s capital markets practice, and partner Rajiv Gupta advised Indian MakeMyTrip on its US$80 million IPO and listing on Nasdaq. This IPO is only the fourth India-based company to go public in the US since 1999 and the first since 2005.

In another highlight, Sturrock and partner Min Yee Ng advised Temasek Financial (I) in issuing S$1 billion in 4.2% guaranteed notes due in 2050, the longest Singapore dollar-denominated bonds thus far.

Partners at the firm are lauded for their ability to creatively apply US and European principles and frameworks to ensure clients are protected and local issues are dealt with.

Latham & Watkins retained its position as a go-to firm for complex inbound and outbound investments in Indonesia and Singapore this year. Led by well regarded Indonesia expert Mark Nelson, and partner Michael Sturrock, the team advised on a string of significant cross border transactions involving parties in Singapore, Indonesia as well as India, Malaysia, the Philippines, the UK and the US.

In one notable transaction, Nelson together with Hong Kong based partner Tim Gardner, advised Indonesian manufacturer Megasari Makmur Group on its acquisition by Godrej Consumer Products.

The deal, which closed in May 2010, marked the first acquisition by an Indian public company in the Indonesian consumer sector and was one of the largest ever acquisitions by an Indian company in Indonesia.

In another highlight deal, Sturrock together with partners Rajiv Gupta, Min Yee Ng and David Miles advised Vedanta Resources in the securing of US$6.5 billion in debt financing from a consortium that included Barclays Capital, Goldman Sachs and JPMorgan Chase.

Sturrock also represented Singapore Technology Telemedia in the US$3 billion acquisition of Global Crossing by Level 3 Communications. Singapore Technology Telemedia was the largest shareholder of Global Crossing. The combined company will now own fibre optic networks over three continents.

Clients praise Sturrock’s practical and helpful approach to problem solving.

Lathams & Watkins’ energy and natural resources team is widely respected for its strong track record in Indonesia and India as well as its expertise in advising lenders in transactions relating to oil and gas, renewable, petrochemicals and infrastructure.

Under the leadership of a trio of renowned lawyers, corporate partner Michael Sturrock, project finance partner Joseph Bevash, and finance specialist David Miles, the team has had a busy 12 months picking up a series of significant mandates.

In one high profile deal, Sturrock and Miles, together with partners Rajiv Gupta and Min Yee Ng, assisted India’s Vedanta Resources on the acquisition of natural resources company Cairn Energy.

In October, Bevash and partner Stephen McWilliams represented the lenders in the financing for the development of the power and mining facilities forming part of the Hongsa Mine-Mouth Power Project. This was the largest project loan ever raised exclusively in the Thai bank market.

The firm also advised on Papua New Guinea’s PNG LNG project finance, the world’s largest ever project financing.

Peers credit the firm’s technical ability and ability to “provide advice on a wide range of different issues”. Sturrock is described by one client as “a very practical and clear thinking lawyer”.