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

CMS Legal

CMS Legal has been involved on a number of M&A transactions this year for Chinese companies. The firm recently represented a major German investment bank on the transfer of shares in Zhejiang Wanfeng Motorcycle Wheel, in a deal valued at RMB34.5 million (US$5.4 million). CMS Legal also advised one of China’s largest metal manufacturers on a proposed 100% share acquisition of CM Chemiemetall GmbH Bitterfeld.

DeBrauw Blackstone Westbroek

Dutch firm DeBrauw Blackstone Westbroek has a growing China M&A practice that benefits from the strong relationships it enjoys with Netherlands-based clients.

Having accumulated experience on both inbound and outbound transactions, the firm recently advised NXP Semiconductors on its divestment of NXP’s Sound Solutions business to Dover Corporation for US$855 million.

Garrigues

Led by partner Francisco Soler, the Shanghai office of Iberian law firm Garrigues advises clients on a wide range of cross border M&A deals. On one recent transaction, the firm represented Ferroatlantica in connection with a project to develop the world’s largest silicon factory in China.

Uria Menendez

Spanish firm Uria Menedez opened up its China office in Beijing in 2010, and in a very short time its M&A practice has found itself advising on major cross border deals. With China’s continued interest in natural resource-related outbound transactions, the firm is well positioned to profit.

In one recent transaction, the firm represented sellers Grupo Isolux Corsán, Elecnor, Cobra Instalaciones y Servicios and Abengoa Brazil in an acquisition by the State Grid Corporation of China. The US$1.8 million transaction involved acquiring seven concessionaires of transmission lines in Brazil from a consortium of Spanish infrastructure operators.

Wilmer Hale

Wilmer Hale’s M&A practice is seen as ‘up-and-coming’ by peers in the market. “Wilmer Hale has a small but active practice in China,” says a partner at a rival firm. “It is known for doing really top quality work on important deals, and clients trust it.”

WongPartnership

WongPartnership has the largest China practice of all of the Singaporean firms, and that due diligence capability enables the firm to secure major mandates. In the last year, the firm’s M&A team represented Temasek Holdings-subsidiary SingBridge on its acquisition of a 50% stake in a joint venture with Guangzhou Knowledge City Investment and Development – a company owned by the Guangzhou Economic and Technological Development District Administrative Committee. The acquisition was made via subsidiary company Knowledge City, and was valued at Rmb2 billion (US$313 million).

Garrigues

Garrigues has particular experience in representing European companies in their China-related real estate and construction work. Recently, the firm advised SEEI and the Spanish government on their participation in Shanghai Expo 2010. This included a construction contract as well as all agreements relating to termination of participation.

Hogan Lovells

In a contentious, multi-jurisdictional construction matter, Hogan Lovells advised Shandong Hongri Acron Chemical on the enforcement of an arbitration award from CIETAC valued at tens of millions of US dollars. The award was against PetroChina in relation to defective products that the company provided. Shandong Hongri is a joint venture based in China involving Russian and Chinese partners, and Hogan Lovells worked across its offices to represent the client on the Hong Kong arbitration.

Partners Timothy Hill and Damon So lead Hogan Lovells’ construction and real estate practice.

Troutman Sanders

With a long history of experience in China, Troutman Sanders is becoming increasingly prominent among international firms because of the partners’ genuine knowledge of the local market and the quality service it can provide to clients. The real estate team, led by partner Edward Epstein, has over 10 years of experience in real estate related transactions and has represented foreign developers and investors on acquisitions and leases involving prominent properties.

WongPartnership

WongPartnership routinely serves as an adviser to international and domestic developers, investors, and funds in real estate financing transactions and mergers and acquisitions. It is at the forefront of many of the Singapore/China cross border deals.

In February 2011, the firm advised Ascendas Real Estate Investment Trust (A-REIT) on its acquisition of a business property. The Rmb588 million (US$92 million) acquisition involved the forward purchase of a project that is set to be developed and built by Qingjian International South Pacific Group Development before A-REIT obtains ownership.

WongPartnership also recently advised CapitalMalls Asia as acquirer of an 18% stake in Holdco. Holdco owns a 95% equity interest in a PRC company that owns the Raffles City Changning mixed-use development in Shanghai.

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.

Fulbright & Jaworski

Fulbright & Jaworski brings its historical expertise on energy and natural resources transactions to its greater China practice. Experienced partner Stefan Ricketts routinely represents top energy and power companies across the region on their investments and on the development of major projects. In one transaction, Ricketts led a team that advised Husky Oil China on its gas discoveries in the South China Sea. Fulbright represented the company on drilling rig contracting, disposition and relevant importation arrangements.

Skadden Arps Slate Meagher & Flom

Skadden’s work in the energy sector is derived from its leading M&A practice and its emerging project finance team. The latter is led by partner Alan Schiffman, who garners praise from clients. “When it comes to energy project finance he’s very well versed,” says one. “He understands key terms and requirements for international companies, he understands local Chinese markets, and he can bridge the gap between the two. He’s also very knowledgeable about the Asian energy market, and gives guidance on that.”

Clients are equally enthused about the practice. “It’s a pleasure working with the firm, including its associates,” says one. “What sets it apart is not just quality of partners but also its associates as well. We are working on a one-of-a-kind transaction, and the firm has helped to structure that very well.”

WongPartnership

WongParnership’s offices in China allow the firm to advise on project transactions with leading energy providers and financial institutions. In one notable transaction, the Singapore firm represented China Aviation Oil (Singapore) in its four-year agreement with BP Singapore involving a pool of aviation cargo, fuel and gasoil supplied for select destinations across Eurasia, including China.

Skadden Arps Slate Meagher & Flom

Skadden’s M&A and capital markets practices in China garner many prominent mandates in the IT, Telco & Media sector. One client praises the firm’s work on media ECM deals, saying: “The firm is superior in all respects and delivers the best available service, quality and capability on IPOs. Julie Gao is a super lawyer.”

In one key deal this year, Skadden advised Merrill Lynch, CCB International Holdings and Macquarie Group as joint global coordinators and sponsors of ITS China’s US$106 million IPO on the HKEx. ITS China provides technology solutions for the transportation sector.

WongPartnership

Singapore-based WongPartnership boasts a strong PRC practice with offices in both Beijing and Shanghai. The firm has a long history of advising on technology, media and telecommunications projects. For example, it recently advised a regional pay television channel on a new media platforms content distribution agreement for China.

Renowned for the calibre of its transactional work, WongPartnership moves up the rankings this year as it continues to impress with its volume of complex, big ticket deals undertaken.

In one transaction, prominent acquisition financing partner Christy Lim headed a team for healthcare service provider, Parkway Holdings, on its landmark S$750 million Murabaha financing.

Lim also worked on the refinancing of Orchard Turn Retail Investment, which is owned by CapitaMalls Asia and Sun Hung Kai Properties. The transaction was one of the largest property financing deals of the year and resulted in the granting of syndicated credit facilities of S$1.618 billion from the lenders.

Susan Wong and Alvin Chia are lead contacts for the banking and finance department. Meanwhile, Tan Mei Yen joined this year as a partner in the banking and financial disputes practice.

In the capital markets space, partners Rachel Eng and Colin Ong acted as lead advisers to the joint global coordinators and joint issue managers on Mapletree Industrial Trust’s real estate investment trust IPO.

Meanwhile, partner Karen Yeoh was involved in the S$3.9 billion IPO of Global Logistic Properties, serving as legal adviser to the joint global coordinators and joint underwriters. This is the first IPO of a company in which the Government of Singapore Investment has a majority stake.

Choon Yuen Hui and Chee Shan Long head up the firm’s capital markets team, and US securities specialist, Gail Ong, joined this year as head of the equity capital markets practice.

WongPartnership’s corporate M&A practice is one of the largest in Singapore, comprising 60 fee earners and 20 partners.

Headed up by M&A specialist Wai King Ng and focusing on both domestic and the cross border corporate M&A work, the practice has worked on many big ticket transactions both locally and across the region this year.

Partners Eng Leng Ng and Liam Kheng Tay advised the controlling shareholders of Kim Eng Holdings on its acquisition by Malayan Banking Berhad’s subsidiary Aseam Credit.

Partners Andrew Ang and Linda Wee represented Parkway Holdings in relation to competing offers made by Khazanah Nasional Berhad and Fortis Group for the acquisition of the healthcare service provider.

Meanwhile, partners Kah Keong Low and Sin Wei Ong advised Asian Genco on its acquisition by a consortium of global investors, including Morgan Stanley Infrastructure Partners, General Atlantic, Goldman Sachs Investment Management, Norwest Venture Partners and Everstone Capital.

Vivien Yui, Mark Choy, Sing Yee Chan and Fi Ling Quak are other key contributors in this sector.

With its string of talented individuals and its consistently active role on significant transactions, WongPartnership takes a well deserved top tier ranking in the construction and real estate space this year.

Clients value the breadth and depth of expertise and experience on offer in the nine partner corporate real estate practice, and eight partner infrastructure, construction and engineering group.

One described corporate real estate head Dorothy Marie Ng as “a very knowledgeable transactional lawyer”, while another praised infrastructure, construction and engineering head Christopher Chuah for his disputes expertise, describing him as a “good person to have on your side”.

The firm’s varied clientele, spanning REITS and developers to international banks and government entities, has certainly given both teams plenty of opportunities to demonstrate their expertise over the past 12 months. Among a string of notable mandates, one transaction saw Ng and partner Teck Howe Tan, together with construction specialists Peng Cheng Tay and Joyce Ng, and banking and finance partners Susan Wong and Ai Leen Choo, advise HSBC as senior facility agent, and a syndicate of lenders, on a S$1.33 billion financing to Sportshub. This was for the development of the Singapore Sports Hub managed under a PPP model. The complex transaction was the world’s largest PPP sports facilities infrastructure project.

Joyce Ang, Monica Yip and Carol Anne Tan are other notable contacts in this sector.

WongPartnership’s 27 partner litigation and dispute resolution group handles a wide gamut of contentious and potentially contentious work focusing on banking and financial disputes, commercial and corporate disputes, international arbitration and infrastructure, construction and engineering.

Headed up by the well regarded Andre Maniam and led by four senior counsel, the group has kept a respectable reputation in multiple jurisdictions using ICC, LCIA inter alia and Uncitral rules.

In one noteworthy case, Maniam led a team of advisers to M+W Singapore in relation to the enforcement of its security over the assets of the Jurong Data Centre Development, involving claims in excess of S$200 million.

In another highlight, partners Sean Yu Chou and Smitha Menon acted for an international private equity firm in a complex shareholders dispute concerning its investment in technology company, Metalform Asia. The dispute has given rise to multiple legal proceedings between the parties in Mauritius and in Singapore.

Alvin Yeo, Chee Meng Tan and Christopher Chuah are also well regarded contacts in the practice group.

WongPartnership’s energy and projects practice provides transactional, advisory and dispute-related advice in a wide spectrum of front end and contentious energy and projects related matters.

On the contentious front, the firm acts for clients in high profile and complex arbitration and court proceedings involving disputes arising from, among others, power plant projects, chemical facilities, waste water plants, utilities supply and off-take agreements.

Last year saw the firm play key roles in several significant front end and contentious matters, including advising on the S$900 million expansion of Keppel Merlimau Cogen plant on Jurong Island, Singapore.

Another highlight saw the firm, led by practice head Peng Cheng Tay, advise a hydrogen and synthesis gas plant owner on an arbitration with its end user over the cause of a prolonged outage at the plant.

In the non contentious space, the firm’s strengths lie in drafting and reviewing tender documents, consortium agreements, turnkey contracts, as well as supply agreements the oil and gas, petrochemical, waste water and marine industries. The team also draws on the firm’s corporate and finance expertise for project financing matters, takeovers and mergers and acquisitions.

The tax practice at WongPartnership is well regarded by market observers.

Assisting clients in matters covering corporate tax, international tax, GST, stamp duty, and property tax, the firm’s tax lawyers also advise and represent clients in tax disputes and appeals to the tax authorities.

The department is headed up by Kay Kheng Tan who is also a partner in the firm’s litigation and dispute resolution group. Within the tax space, he specialises in both advisory and contentious work relating to income tax, stamp duty, property tax and GST. Meanwhile, partner Yew Kwong Leung focuses on income tax, GST, stamp duty and property tax.

Formerly with the Inland Revenue Authority of Singapore, Leung’s unique experience helps the firm maintain good relationships with the tax authorities.

This year, the firm worked with its capital markets and corporate teams on a number of significant transactions. In one highlight, Tan led a team advising UOL Residential Development and UOL Property Investments on their acquisition of Lion City Hotel and the adjoining former Hollywood Theatre site in Singapore. The firm also advised Thai rubber producer Sri Trang Agro-Industry on its IPO in Singapore.