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

Clifford Chance has an integrated regional practice, which is highly visible in complex cross-border activities, outbound investments and antitrust issues. It attracts clients from a wide range of industries particularly in the financial services, energy and natural resources, telecommunications and media, retail and manufacturing sectors.

On the high profile bid by Aluminum Corporation of China (Chinalco) for a US$19.5 billion strategic partnership with Rio Tinto, the firm acted for the Chinese natural resource company. It also advised China Oilfields Services on the US$2.5 billion tender offer for Oslo-listed company Awilco Offshore.

And the firm worked on the Inbev-Anheuser Busch merger, which was the first public merger clearance by the Chinese authorities since China’s new Anti-monopoly Law took effect.

Shanghai-based Emma Davis and Rupert Li are clients’ favourites. The firm also saw the promotion of Terence Foo, a private equity and corporate specialist, after his relocation from Hong Kong to Beijing.

Freshfields Bruckhaus Deringer has had an exceptionally strong year, attracting roles on the country’s most sought-after M&A deals and private equity transactions. A good example is the US$2.5 billion proposed merger between Huiyuan Juice and Coca-Cola, on which the firm acted for the Chinese juice maker.

Another landmark deal was in the telecommunication industry, where China Unicom consulted the firm on the US$6.2 billion disposal of its CDMA business as well as the US$23 billion merger with China Netcom. Anheuser-Busch InBev also engaged the firm on the US$667 million sale of a 19.9% stake in Tsingtao Brewery to Asahi Breweries.

In the banking sector, Freshfields advised Wing Lung Bank on the US$4.7 billion sale of shares to China Merchants Bank. And it acted on Bank of China’s €236.3 million (US$333 million) acquisition of a 20% stake LCF Rothschild, where it advised the European bank.

In private equity, Warburg Pincus sought the firm’s counsel on the US$96 million purchase of the entire share capital of Citix Capital Shopwell Investment. It also advised Mecox Laneon on the US$85 million sale of a controlling stake to its management.

Clients often turn to Antony Dapiran, Asia corporate practice head Robert Ashworth, managing partner Teresa Ko, and Beijing-based Chris Wong. The firm also saw the transfer to Shanghai of Heiner Braun from its Frankfurt office.

Linklaters had great exposure on many of the headline-grabbing M&A deals this year, such as China Netcom’s US$23.8 billion merger with China Unicom and the US$15.8 billion acquisition of China Unicom’s CDMA business by China Telecom. The firm provided advice to China Unicom and China Telecom.

Also in the telecoms industry, China Mobile engaged the firm on its NT$17.78 million strategic investment in Far Eastone Telecommunications. Meanwhile on Chinalco’s US$19.5 billion proposed investment in Australian company Rio Tinto, the firm acted for the foreign natural resources producer. It also advised RBS on its HK$18.4 billion (US$2.4 million) sale of a 4.26% stake in Bank of China.

One more sample saw the firm represent Lehman Brothers on the US$225 million sale of its distressed Asian business to Japanese bank Nomura. Shanghai-based partner Fang Jian led the deal.

In May 2009, Zili Shao took on the role of regional managing partner. Paul Chow and Celia Lam are favourites for M&A and corporate transactions.

Clients sought Shearman & Sterling’s advice due to its consistent high-quality service and its long experience in the market. It secured a role on the merger between China Netcom and China Unicom, representing China Netcom on the US$24 billion deal.

Sina mandated the firm on its proposed US$1.37 billion acquisition of the digital out-of home advertising networks from Focus Media. It also acted for American Axle & Manufaturing on the establishment of a joint venture with Hefei Automobile Axle. In the energy sector, the US firm acted for United Energy Group on its acquisition of energy company Transmeridian Exploration.

China managing partner Edward Lee has led a number of high profile deals. In January 2009, the firm appointed Li Huang to its partnership and saw the arrival of M&A partner Greg Puff to further boosts its China practice.

Simpson Thacher & Bartlett had roles on some of the most prominent M&A deals this year for both US clients and Asia-based corporates.

On Chinalco’s proposed US$19.5 billion strategic partnership with Rio Tinto, the firm represented the Chinese state-owned company. It also assisted Chinalco on its acquisition of a minority stake in Rio Tinto last year.

Another outbound investment saw the firm counsel a Chinese consortium, led by Changsha Zoomlion Heavy Industry Science and Technology Development, on its €376 million (US$531 million) acquisition of Italian concrete machinery manufacturer CIFA.

Blackstone also sought the firm’s advice on its US$600 million investment in China National BlueStar Corporation.

Douglas Markel in Beijing heads up the China practice and is supported by Hong Kong-based Patrick Naughton.

One of the most noteworthy deals for Skadden was its role on the high profile deal between Coca-Cola and Huiyuan Juice, counselling the Chinese beverage maker on the US$2.5 billion deal. It also shared a role on one of the largest telecommunication deals, advising JPMorgan Securities on China Unicom’s US$23.8 billion merger with China Netcom. And UBS engaged the firm on China Telecom’s US$15.8 billion acquisition of the CDMA business of China Unicom.

The firm established a presence in Shanghai in September 2008, with the relocation of Gregory Miao from Hong Kong and Ed Sheremeta from Tokyo. Partner Julie Gao also joined the firm’s Hong Kong office from Latham Watkins in June 2009. Department head Jon Christianson, Peter Huang and Nick Norris were the leading partner on this year’s deals.

Sullivan & Cromwell has a growing deal flow and attracted roles on some landmark deals, such as the mandate from China Unicom on the merger with China Netcom and the sale of its CDMA business to China Telecom.

It also received instructions from Goldman Sachs and American Express on the sale of stakes in ICBC worth US$1.9 billion and US$318 million respectively. Goldman Sachs also hired the firm on the US$776 million acquisition of China Water and Drinks by Heckman Corporation, and for its role as financial adviser to Satyam Computer on the US$352 million acquisition by Tech Mahindra. Sullcrom also advised Anheuser-Busch InBev on the US$1.8 billion sale of shares in Oriental Brewery to US private equity firm KKR.

Robert Chu, Chun Wei and Michael DeSombre are leading partners of the firm’s China practice.

Baker & McKenzie advised medical technology company Meditronic on its US$221 million acquisition of a 51% equity interest in Shndong Weigao Group Medical Polymer. It also acted on its formation of a joint venture with the Chinese company.

Showing strength in real estate, the firm represented SK Group on the US$352 million acquisition of CapitalLand Towers in Beijing and also received a mandate from ARA Asia Dragon Fund to advise on Nanjing International Finance Centre’s Rmb1.6 billion (US$234 million) acquisition by ARA Asset Management, the parent company of ARA Asia Dragon Fund.

Monster Worldwide instructed the firm for its US$174 purchase of the remaining 55% stake in ChinaHR, one the largest online recruitment companies in China. Bakers also represented ArcelorMittal on the formation of its €1 billion joint venture with Valin Group.

Key lawyers include Hong Kong-based Dorothea Koo, private equity partner Cheung Yuk Tong, Howard Wu, Bing Ho and Marco Marazzi.

Herbert Smith’s practice brings together its transactional expertise and industry knowledge in key sectors such as energy, financial services, telecommunications and technology. It also assisted private equity firms in acquiring stakes on listed Chinese companies.

In China Netcom’s merger with China Unicom, the firm acted as counsel to China Netcom’s financial adviser Citigroup. And on the Huiyuan Juice / Coca-Cola deal, it represented Goldman Sachs as financial adviser to the US company.

In the energy sector, Huaneng Power International engaged the firm on a number of share purchase agreements from power companies. This included a 55% stake in YangLiuQing Cogeneration from China Huaneng Group and a 41% stake in Beijing Cogeneration from Huaneng International Power Development. Another example saw the team represent China Resources on the US$71 million sale of 39.5% of shares in Tate’s Cairn Tunnel to Gold Harbour Investment, a subsidiary of The Cross-Harbour.

Ashley Alder heads up the team’s practice in Asia, with support from Karen Ip, Matt Emsley, Tommy Tong, and Gary Lock. The firm also promoted Shanghai-based Betty Tam to its partnership in May 2009.

Latham & Watkins has seen a substantial intake of corporate partners from Allen & Overy, including Stanley Chow, William Woo, Simon Berry and Michael Liu. John Otoshi and Stanley Chow co-head the corporate department.

Noteworthy work includes its advice to Credit Suisse Securities on its role as financial adviser to Focus Media Holding on its US$1.37 billion sale of digital out-of home advertising networks to Sina.

Other samples saw its representation of Jiangsu Five Star Appliance in its sale of the remaining 25% equity shares to Best Buy, and its work for a consortium led by Marubeni Corporation in its acquisition of Senoko Power for US$3.65 billion.

O’Melveny & Myers has had a strong year and is active in private equity. It advised Trustbridge Partners on its divestiture of a 30% interest in Cyber Power Group to Cayman company Yingli Green Energy.

Other highlights include its counsel to Assa Abloy on its US$47 million acquisition of the door closer business from Shenfei Group in Shanghai, and its advice to Acron International on its acquisition of Yiyang Yukang Communications Equipment.

Howard Chao heads up the firm’s Asia practice and is supported by Shanghai partners Kurt Berney, Qiang Li and Walker Wallace.

Paul Weiss Rifkind Wharton & Garrison is known for its expertise and experience in the media sector. This year saw it advise MIH China (Mauritius) on its equity investment in a joint venture with Chinese print media company ADPF Media Group, which holds 63%. The same client also consulted the firm on the subsequent acquisition of ADPF’s assets.

Microsoft instructed the firm on its equity investment in a foreign invested company that is majority-owned by Chinese IT consulting company Tata Consultancy Services. In the real estate sector, Morgan Stanley Real Estate Funds and Morgan Stanley Special Situations Group mandated the firm on their investment in Crown Golden Investments, a resort and residential developer in southern China.

Hong Kong-based Jeanette Chan led the team’s China practice and is also head of the Asian communications and technology practice. Other leading individuals include Jack Lange and Shanghai-based Greg Liu.

Allen & Overy’s China corporate practice has been actively involved in high profile M&As. One highlight was its work for Merrill Lynch as independent financial adviser to China Unicom on the disposal of its CDMA business to China Telecom.

Although the firm saw the departure of seven partners to Latham & Watkins this year, it retains significant China expertise through partners Thomas Jones, Peter Thorp, Victor Ho and Ji Zou. And Mark Roppel was transferred from New York to Hong Kong to boost the firm’s China practice.

Cleary Gottlieb Steen & Hamilton has a strong emerging markets practice covering Latin America and Africa. It is often found as counsel to Chinese companies on outbound investments. The firm has been active in the semiconductor, quality control, apparel and environmental services sectors.

Highlights of this year’s deal list include partner Filip Moerman’s advice to Barclays Capital on its investment in New China Trust, as well as representation of a foreign media group on the formation of a joint venture with Chinese companies.

Lovells has had an active year, representing clients in the real estate and energy sectors. It advised a consortium of lenders, including BNP Paribas, Calyon and DBS Bank, on a US$1.55 billion financing facility to China Huaneng Group for the acquisition of shares in Singapore company Tua Power.

And on the US$234 million acquisition of Nanjing International Finance Center by ARA Asia Dragon Fund, the firm acted as counsel to the seller China Merchants Property Development.

Beijing-based Robert Lewis heads up the firm’s China practice, with support from Michael Aldrich, Fred Chang, Thomas Man and Shanghai-based Andrew McGinty.

Mallesons Stephen Jaques has seen a steady deal flow in both inbound and outbound investments. Chinese company Hunan Valin Iron Steel Group instructed the firm on a couple of transactions. This included the acquisition of 17.4% stake in Fortescue Metal Group (FMG), which consisted of a A$644.8 million (US$514 million) share subscription and a A$627 million share purchase from US hedge fund Harbinger Capital and Australian iron producer FMG. Boeing also mandated the firm on the US$21 million expansion of a joint venture with China Aviation Industry Corporation.

On the inbound side, the firm was engaged by key client Telstra on its stake acquisition of two Chinese online businesses. Hong Kong-based Stuart Valentine also worked on a number of transactions in the aviation, media, machinery manufacturing, mining and infrastructure sectors. Other key lawyers include Shanghai-based Martyn Huckerby and John Shi.

Morrison & Foerster is strong in private equity and growth capital investment. The US firm worked on Monster Worldwide’s US$174 million acquisition of ChinaHR Holdings, representing the Chinese online recruitment operator.

It also worked on the US$67.7 million acquisition of AutoChina Group, acting for purchaser AutoChina International Spring Creek Acquisition Corporation. One additional deal saw its advice to Leed International Education Group on the US$41.5 million follow-on investment by Goldman Sachs.

Thomas Chou heads up the team. Following the departure of Steve Toronto, the firm brought in partner Sherry Yin and of counsel Adam Kearney to Beijing. Other notable individuals include Paul Mckenzie, Charles Comey and Xiaohu Ma.

Norton Rose has seen growth in deal flow and manpower, with the senior hire of Justin Wilson and promotion of Stanley Lai to partnership. Deal highlights include mandates from China Development Bank, advising on the participation in Barclays’ share issue, totalling ₤4.5 billion (US$7.4 billion). It also advised F&C Asset Management on the formation of a Beijing-based fund management joint venture with Huaxia Bank.

The firm’s practice is led by Peter Burrows and the experienced Virginie Deslandre.

Renowned for its expertise in real estate, Paul Hastings Janofsky & Walker advised Asia Pacific Land on its US$650 million acquisition of The Center in Shanghai from Hutchison Whampoa Group. The firm was also involved in Blackstone’s 20% stake acquisition of China National Blue Star, representing the purchaser. Personnel movements include the appointment of Yan Jia and Allen Zhou to partnership in its Shanghai office.

Sidley Austin features a strong industry-focused practice, particularly in the life science and pharmaceutical sectors. It acted for a European company on the establishment of a multi-site WFOE and it on the acquisition and restructuring of joint ventures and the WFOEs in chemicals, coatings and pharmaceutical sectors. HIV drug manufacturer Gilead Science also turned to the firm for regulatory issues ranging from market approval, pricing, IP protection, government procurement and private distribution.

Yang Chen is head of the firm’s China life sciences team. Another leading partner is Beijing-based Tang Zhenyu, who advised foreign clients on a number of corporate issues.

Slaughter and May advised China International Capital Corporation (CICC) on its role as financial adviser in the deal between China Unicom and China Netcom, as well as the sale of China Unicom’s CDMA business to China Telecom.

It also represented Semiconductor Manufacturing International Corporation (SMIC) on the US$172 million issue of new shares to Datang Telecom Technology & Industry Holdings. In the energy sector, the firm advised China Resources Logic on its US$488 million acquisition of China Resources Gas. Benita Yu heads the team’s China practice.

White & Case has been active in the media and communications sector. French company Publicis Goupe offered the firm roles on a number of investments including its 52% stake acquisition of PR agency D&S Communication Group. The firm also worked for a Singapore media company MediaCorp on its 23% stake acquisition of Nanjing-based outdoor advertising company Dahe Media.

Partner Vivian Tsoi was recruited from California to the firm’s Beijing office. Other leading partners include John Leary and Li Xiaoming.

Davis Polk & Wardwell enjoys steady expansion of its M&A practice in China. Of note was its work for Shanda Interactive Enterntainment on the US$46.2 million acquisition of 51% shares in Hurray! Holding. State-owned agricultural trading and processing company COFCO also hired the firm for its US$11 billion acquisition of 4.95% of the common stock of Smithfields Foods. Show-Mao Chen and Howard Zhang in Beijing head up the practice.

DLA Piper has had a successful year, which included advising China Merchants Bank on its US$4.7 billion acquisition of Wing Lung Bank. It also represented Datang Telecom Technology & Industry Holdings on its US$172 million stake acquisition of SMIC. And Heckmann Corporation engaged the firm on its US$625 million acquisition of China Water and Drinks. Liu Wei now sits as managing partner of the Beijing office, and the firm hired Kit Kwok from Roosevelt Sino Retailers.

Jones Day acted as counsel to CITIC Group, a subsidiary CITIC International Financial Holdings (CIFH), on the US$1.5 billion privatisation of Banco Bilbao Vizcaya Argentaria (BBVA) by way of a scheme arrangement. Leading lawyers at the team include Chen Luming and Tao Jingzhou.

JSM’s M&A practice has been bolstered by the merger with Mayer Brown. Highlights of this year’s work saw its representation for Yum! Brands on the US$63 million acquisition of 25% shares in Little Sheep Group from 3i Group. In a US$1.3 billion deal, the firm advised ProLogis on its sale of operations in China and property fund shares in Japan to GIC Real Estate. Elaine Lo and Patrick Wong co-head the M&A department while Jeckle Chiu is a standout lawyer.

Milbank Tweed advised on the acquisition of China Unicom by China Netcom, with Citigroup mandating the firm as financial adviser to China Netcom. The firm also represented private equity firm EQT Great China II on its S$80 million acquisition of a 48% stake in Hunan Laobaixing Pharmaceutical Retail Chain. Leading partners include Ed Sun and Joshua Zimmerman.

Recent deal highlights for Minter Ellison include representation of Australian companies acquiring a state-owned agribusiness conglomerate in Anhui. It also worked for an Australian automobile manufacturing company on the takeover of a Chinese special purpose vehicles manufacturer in Jiangsu province. Fred Kinmonth heads up the corporate practice in Asia, with support from Wan Li in Shanghai.

Richards Butler represented CITIC Group on the US$1.5 billion privatisation of CITIC International Financial Holdings. CITIC Group also consulted the firm on the US$923 million sale of shares to Spanish bank BBVA. Other deal examples saw its advice to China Resources Land on the HK$13.7 million (US$1.8 million) acquisition of the property projects and furniture manufacturing business in China from controlling shareholder China Resources Holding.

COSCO International instructed Woo Kwan Lee & Lo on its Rmb142 million acquisition of 100% of the equity in COSCO International Trade Company and on its US$4.9 million acquisition of shares in Double Rich. It also advised China Insurance International Holding on the Rmb2 billion purchase of a property in Shenzhen. And it acted for Wing Shan International on the HK$300 million takeover of several pharmaceutical companies in China. Agnes Law, Agnes Lau, Carmelo Lee and Brian Leung are leading lawyers at the firm.

CMS Bureau Francis Lefebvre

Cooperating with CMS’s network in the UK and Germany, CMS Bureau Francis Lefebvre’s Shanghai office offers international clients an integrated service in China. This year the French firm assisted European investors in their business expansion in China. For example, it represented German company Dekra AG on the formation of a joint venture with a Chinese certification institute. It also advised Kemira Oyi from Finland on the assets acquisition of a chemical company in China for the formation of a wholly foreign-owned enterprise, valued at Rmb19 million.

Ulrike Glueck, Emmanuel Meril and Jonathan Selvadoray heads up the firm’s corporate practice group, which consists of 20 lawyers and offers specialised advice to multinationals and medium-sized companies in industries such as life science, automotive, energy and real estate.

Fulbright & Jaworski

Fulbright & Jaworski’s Beijing and Hong Kong teams work closely to offer advice to Asian clients on issues such as corporate, M&A, investment, energy, finance and trade. It has worked for foreign clients on a number of inbound investments in China. For example, it acted for Weatherford International, a global oil field service company, on its acquisitions and joint venture issues in China. It also assisted Southwest Institute, a US-based research institute.

The firm serves clients in industries such as transportation and logistics, automotive and education. Jeff Blount and Jie Zhang are leading partners of the corporate team.

Garrigues

Garrigues assists foreign investors in corporate transactions in the pharmaceutical and distribution industries. For example, it advised Chemo, a Spanish pharmaceutical group, on the €20 million acquisition of equity stakes in a pharmaceutical company in Shanghai. Foreign food distribution company Dia also turned to the firm for its purchase of stakes in a joint venture company in Beijing. Shanghai-based Francisco Soler led the M&A and corporate practice in China.