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

Orrick is particularly well known for its work as issuers’ counsel for Chinese companies looking to list in Hong Kong. “We often see Orrick across the table when we’re on the underwriters’ side and it is acting for issuers,” says a partner from a rival firm. “It is well known in the market for representing issuers in top deals.” Last year, Orrick’s team acted on 14 IPOs for Chinese companies, representing the issuers on nine of those deals.

For example, the team advised China Hongqiao Group on its US$822 million IPO and global offering, which was one of the largest IPOs of 2011.

The M&A team at Orrick Herrington & Sutcliffe advises many large, privately-owned PRC companies through their growth and expansion cycles. Clients in tech sector-related industries benefit from Orrick’s origins in Silicon Valley.

This past year, the China M&A team represented B&L Motor Holding (B&L) in its Rmb1.1billion (US$170 million) equity sale to a subsidiary of Chinese automobile dealership group Zhongsheng Group. Distributor B&L provides automobile sales and services, and handles brands such as Porsche, Mercedes-Benz, Audi, Lamborghini and GZ-Toyota.

Orrick’s relationships with top lending institutions, in combination with its leading structured finance and securitisation practice, puts it in a prominent position for cross border real estate work with a finance element.

For example, Orrick also has a strong relationship with Standard Chartered Bank, and has completed many real estate financings with it. In September 2010, Orrick’s team advised SCB on the financing and acquisition of the Cross Tower commercial real estate asset in Shanghai’s central business district. The acquisition by Ascendas China included managing and negotiating financing arrangements across Singapore and Hong Kong as well as in mainland China.

Orrick’s regional securitisation practice, led by Michelle Taylor and Donna Healy, also often advises on structured finance products backed by real estate assets. The firm represented SCB on HK$574 million / Rmb148 million term loan facilities secured by PRC commercial real estate. Partner Michael Haworth is well known in the construction and real estate space, while highly regarded structured finance partner Taylor often works on real estate finance work.

Robert Pé and Andrew Dale lead the dispute resolution practice at Orrick, with Pé serving as practice head. Pé accepts arbitration appointments on cases, and is also a member of the ICC’s Hong Kong arbitration committee and CIETAC’s approved panel of arbitrators. The firm represents clients on a wide array of dispute resolution matters including commercial litigation, IP, internal investigations, international arbitration, legal strategic and crisis management, and product liability.

This past year, Orrick’s team advised a consortium of private equity funds in enforcing security based on alleged breaches of transaction documents on a US$450 million real estate investment in China.

Orrick Herrington & Sutcliffe’s strong Silicon Valley presence helps the firm earn major IP mandates from US multinational technology companies. The firm’s IP lawyers also show deep experience in their selected fields, with many having earned scientific or engineering degrees before joining the firm.

In addition to helping multinationals defend their interests in Greater China, Orrick also helps domestic Chinese companies placing their R&D and IP assets in the US.

One of Orrick’s most high profile mandates this year was representing Microsoft in a worldwide cybercrime case against China’s botnet. Orrick’s China and US offices worked in tandem to bring a case against 278 internet domains that were registered to Chinese registrars. With Orrick’s advising, Microsoft was able to gain temporary restraining orders against the registrars and eventually obtain permanent injunctions to close all of the domains forever and contain the infection.

Orrick is well known in Hong Kong for representing issuers in equity capital markets transactions. “Orrick really does do a huge amount of issuer work in Hong Kong,” says one partner at a rival firm. “It is very well known in that area.” Partner William Woo recently joined the team in Hong Kong, while partner Jeffrey Sun recently joined the Shanghai office.

This past year, Orrick’s capital markets team acted as issuer’s counsel on the US and Hong Kong law aspects of Boshiwa International Holdings’ US$320 million Hong Kong IPO and simultaneous Rule 144A/Regulation S placement.

Orrick is known in Hong Kong for being a US firm that provides a one stop shop for clients. The firm’s historic connections with Silicon Valley mean that it is often seen on major cross border deals involving tech companies. The firm recently represented B&L Motor Holding in its Rmb1.1 billion (US$170 million) equity sale to a subsidiary of leading Chinese automobile dealer Zhongsheng Group Holdings.

Orrick is often involved in real estate financing transactions in Hong Kong and across greater China. The firm’s leading structured finance and securitisation practice, led by Michelle Taylor and Donna Healy, is regularly involved with real estate finance work. Partner Michael Haworth splits his time between the firm’s Hong Kong and Tokyo practices, and brings additional experience in real estate acquisition and finance work to the team.

Partners Robert Pé and Andrew Dale lead Orrick’s greater China dispute resolution team from Hong Kong. Orrick has a solid presence in both litigation and arbitration. Pé serves as head of the firm’s regional dispute resolution practice, and stands as an arbitrator in a number of disputes. He is also a member of CIETAC’s approved panel of arbitrators and the ICC’s Hong Kong arbitration committee. Dale has a particular specialty advising clients in high stakes fraud disputes and FCPA investigations, which are often multijurisdictional in nature.

Orrick is representing a consortium of private equity funds in enforcing security on the basis of alleged breaches of various transaction documents relating to a PRC real estate investment. At least US$450 million is at stake in the case.

Yoichi Katayama leads the global finance group at Orrick Herrington & Sutcliffe’s Tokyo office, with much of the firm’s involvement in the banking and finance area being energy related. The firm has advised Eurus Energy America twice in the past year. One mandate was on the development of a solar power project in the US, and another was on restructuring of the company’s ownership interests in three different projects.

Clients are happy with Orrick’s “client focused approach with a very friendly atmosphere”, and managing partner Mark Weeks is rated highly. “If there’s one skill that really distinguishes Mark, it’s his ability to really understand the differences between Japanese clients and foreign counterparts,” says one client. “He helps to bridge the gap in a very calm way.”

The firm advised Posco on its acquisition of a 51% stake in Japanese waste heat recovery company Xenesys. This deal is Posco’s first foreign acquisition outside the steel and natural resources industries, and it showcases Orrick’s ability to handle cross border matters and understand cutting edge technology.

“The people that I work with at Orrick are very smart. They’re very accessible, responsive and thorough in terms of looking at documentation, so we fully rely on their advice and their opinions regarding all sorts of documents,” says one client on the firm’s real estate practice. Notable transactions handled by the team include advising Parkway Life Reit in the acquisition of six nursing home and care facility properties in Japan, and acting as counsel to Prudential Mortgage on its debt financing to a property trust formed by a J-Reit. Partner James Tervo returned to the Tokyo office from Hong Kong in 2010 and the team is further strengthened by the joining of Yuko Ino as of counsel from Morrison & Foerster in January 2011.

Lee Tsai & Partners

Lee Tsai & Partners advised Deutsche Bank, as administrative agent to the secured parties on a US$810 million credit agreement, on amendment of the agreement and the continuation of the pledge of shares of the borrower’s subsidiary. The firm has comprehensive experience on banking deals, including advising on Singapore Power Group’s syndicated loan, Marubeni Group’s syndicated loan, and on financial derivative deals.

Lin & Partners

Lin & Partners is known for providing legal advice, in connection with consumer banking, credit cards and e-banking, to many multinational banks and their Taiwan branches. The firm assisted Credit Suisse in obtaining mandatory approval from regulators to issue offshore structured financial products. Another notable transaction involved representing a Taiwanese IC design company that was being acquired by a Chinese power controller manufacturer.

Orrick Herrington & Sutcliffe

Orrick Herrington & Sutcliffe advised on the first Nasdaq IPO by a Taiwanese LED manufacturer. The SemiLEDs Corporation listing was valued at US$102 million. Orrick is one of the few international law firms with a dedicated Taiwanese practice that provides advice on sophisticated, cross border transactions. The firm understands Taiwanese business culture as well as US-style deal making techniques.

Frasers Law Company

Frasers Law’s construction practice frequently advises numerous multinational companies. In this practice area, the firm’s go-to lawyers are Nguyen Viet Ha, Phung Thi Thanh Thao and foreign counsel Justin Gisz.

Acting for a Japanese property developer, the firm was required to transfer loans granted to this real estate company. It provided strategic advice to this client, attended meetings to negotiate on the developer’s behalf, and assisted in the drafting of relevant documentation in order to protect the legal rights of the developer. Frasers has also recently advised another large property developer on its real estate development projects in Vietnam.

KhattarWong

Singaporean firm KhattarWong houses a team of experienced local and foreign lawyers in Vietnam. With strong relationships with various Vietnamese agencies, the firm is adept at working with Vietnamese legal and regulatory bodies. As a demonstration of its international capabilities, the firm advised YKK AP Singapore on the construction contract for the Time Square Project in Ho Chi Minh City.

LCT Lawyers

LCT Lawyers has long been defined by its real estate and infrastructure practice, gaining much of its initial momentum through participation on significant development deals involving international investors and state enterprises. The highlight last year was acting for the Mapletree Viet Sin joint venture on a project to develop a commercial-residential complex in Ho Chi Minh City.

Leadco Legal Counsel

Leadco recently advised SHB-Vinacomin Insurance JSC, whose clients had acquired two floors of a large multi-use building. The firm helped SHB-Vinacomin understand the legal risks relating to the investment licence granted to the seller of the building. In another transaction, the firm advised a Vietnamese state-owned airline company on real estate asset management issues.

Orrick Herrington & Sutcliffe

Orrick’s work in representing agencies of the Vietnamese government, international development banks and global private equity firms is increasingly coming to the attention of peers and clients alike. In November 2010, the US firm established an association with a Vietnam-based firm LVN & Associates to help strengthen its Vietnam presence.