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

Magic circle firm Allen & Overy has a varied practice that highlights one of the strongest finance offerings of the teams in this top tier. Acknowledged by the market for its banking, project finance, debt capital markets and structured finance prowess, the teams in these areas are highly-skilled and specialised. Although the firm lost a handful of top corporate partners in September 2008 to Latham & Watkins, its capital-raising talent managed to remain relatively unscathed. Its leading status in all the aforementioned areas kept the firm active on numerous transactions, from acquisition financings to MTN programme establishments to derivatives advisory work and loan reschedulings.

Prominent deals include advising Bank of China on a US$158 million bridge loan to Jade Green Investments and representing the lenders and guarantee provider in the US$210 million Cai Mep international terminal project financing. On the capital markets side, Allen & Overy assisted the Kowloon-Canton Corporation on forming its US$3 billion MTN progamme, and advised Standard Chartered Bank on the establishment and issuance of its US$115 million Start V CLO notes and underlying swap arrangements.

Hong Kong finance specialist Thomas Brown was recently appointed managing partner of the firm’s Asian offices and he leads a team that includes leading lawyers Joseph Tse, Vickie Liu, Andrew Harrow, Matthew Hebburn, Catherine Husted, Yvonne Siew, David Kidd, James Grandolfo and David Johnson.

As the world’s largest firm by number of lawyers and revenue, Clifford Chance is a major player in the Hong Kong banking and finance space. The firm houses some of the most respected and experienced specialists in the region across financing, projects, debt capital markets, and structured finance. These include Huw Jenkins, Anthony Wang, Connie Heng, Alex Lloyd, Amy Lo, Cherry Chan, Geraint Hughes and Paget Dare Bryan. In addition, finance partner Andrew Hutchins relocated to Hong Kong in May from London.

The team’s broad and varied practices had a busy year despite the market downturn and especially saw success on banking and project financing matters. For example, a team acted for Credit Suisse on its US$60 million loan to West China Cement to partially fund a cement production plant in China. Another exemplary transaction saw the firm advising lead arranger China Development Bank in the US$11 billion financing of a new natural gas pipeline linking Central Asia to China. A high yield debt highlight involved Alex Lloyd guiding a team for issuer Noble Group on its US$500 million notes offering. The firm additionally was called upon by various domestic participants on their exposure to Lehman Brothers’ collapse with regards to various derivatives agreements.

Linklaters shines across all capital-raising fronts. Arguably the best of the top-tier practices, this UK firm boasts highly sought after specialists in every practice area and excellent relationships with every major financial participant. Linklaters’ teams are often found on the most novel and cutting-edge transactions, from complex refinancings and debt restructurings to mega-project financings and innovative securitisations. This year, an engulfing matter that spanned all teams’ expertise was advising Lehman Brothers and KPMG on the Asia elements of the investment bank’s insolvency.

On the equity capital markets side, the firm advised an underwriting syndicate on HSBC’s US$17.7 billion rights issue, which was the largest ever by a Hong Kong or UK listed company. Linklaters’ debt capital markets group is heralded for its equity-linked and convertible bond work. This year, joint lead managers HSBC and Morgan Stanley hired the firm in relation to the US$1 billion guaranteed notes issue by Hong Kong and China Gas Company. Of additional note is the structured finance group’s role advising 26 banks on the 2009 version of the China Inter-bank market financial derivative transaction master agreement documentation, which was published by the National Association of Financial Market Institutional Investors.

The team includes luminaries Trevor Clark, Keith Johnson, Chris Kelly, Celia Lam, Teresa Ma, Andrew Malcolm, Nigel Pridmore, Jeremy Webb, Chin-Chong Liew, Mary Matson and John Maxwell. The latter led the Hong Kong team that advised Sakhalin Energy Investment Company on the phase two US$20 billion financing of the Sakhalin II Phase 2 LNG project in Russia.

The smallest firm in the top tier, Slaughter and May has upheld a prestigious reputation in the market. Its leading lawyers are all ‘multi-specialists’, each highly-skilled and experienced across various practice areas including those on the financing side. This strategy has buoyed the firm during the recent economic turmoil, with the team able to shift its client-driven focus at ease unlike some competitors.

Long-time clients include Hong Kong mainstays MTR Corporation, Swire Pacific and Standard Chartered. The firm prides itself on winning sophisticated and market-leading mandates with top financial institutions, which repeatedly solicit the firm for advice. Examples of these include Morgan Stanley, JPMorgan, Goldman Sachs, Deutsche Bank, Merrill Lynch and UBS. Richard Thornhill serves as office managing partner, leading an illustrious lineup that includes Neil Hyman, George Goulding, Benita Yu, and Padraig Cronin.

Last December, the team advised Fubon Bank on its US$120 million open offer of preference shares. Yu was instrumental for Morgan Stanley Asia and Cazenove Asia in relation to SinoMedia Holding’s IPO and listing on the Hong Kong Stock Exchange. The firm additionally acted for Morgan Stanley as placing agent in relation to the placing of shares in Citic Pacific.

Baker & McKenzie can be counted on as a standout choice for financing work with renowned banking, structured finance and capital markets practices. The consistency of the firm across the capital-raising spectrum is impressive and has won it many loyal clients. These include Goldman Sachs, Citibank, ICBC, MTR Corporation, China Eastern Airways, China Railway Construction, Champion Real Estate and Macquarie Securities.

Baker & McKenzie is a corporate favourite, boasting long-established ties with many local and PRC-based companies. The firm has a leading aircraft finance practice and is uniquely involved in domestic non-energy related projects like Ocean Park and Hong Kong Science & Technology Parks. Key partners include Andrew Lockhart, Stephen Eno, Gary Seib, David Smith, Cheung Yuk Tong, Elsa Chan, CY Leung and Barry Cheng.

A notable transaction saw the firm advising Bank of China and a syndicate of lenders on their US$600 million loan to Huawei Technology. The US$11 billion project financing of the Uzbek-China section of a dual-gas pipeline saw Barry Cheng and company acting for sponsor China National Petroleum Corporation. In the high profile SJM Holdings US$500 million IPO and global share offering, the firm acted for the issuer. Another significant instruction involved Bank of China on a US$141 million structured financing facility to finance the acquisition of a US pharmaceuticals company.

Even though Herbert Smith only recently relaunched its banking practice, the firm’s high position in the rankings owes largely to its weight in capital markets and project financings. It has been steadily gaining prominence in the equity capital markets space and remains a ‘go-to’ choice for many leading clients including Goldman Sachs, Morgan Stanley and Chinese issuers Maoye International and Xtep. The firm houses a very solid offering across Hong Kong, UK and US law. Its project financing work falls under the jurisdiction of its energy practice, which is hailed by the market as one of the region’s best.

Herbert Smith’s work includes representing joint bookrunners China International Capital and Macquarie Capital Securities on the US$613 million H-Share listing and Rule 144A/Reg S global offering of China South Locomotive & Rolling Stock. The firm also played a key role for two global investment banks in relation to the pre-IPO investment in China Stationery via a US$30 million convertible notes subscription. Meanwhile the projects team advised China Development Bank on the US$1.34 billion financing of an iron ore mining project in Australia.

Top practitioners Ashley Alder, John Moore, Matt Emsley, Kevin Roy, Alexander Aitken, Michael Barker and Anna Howell form the bulk of the leadership in the practice.

It has been a year of maturation and decisiveness for Latham & Watkins. It boldly announced its new tripartite platform by luring away seven leading corporate partners from Allen & Overy in September 2008. Now fully stocked with top practitioners capable of advising on UK, US and Hong Kong law, the firm climbs into the top echelons of legal service providers.

The firm’s financing offering is very solid, with excellent capital markets partners and a project finance team widely regarded by clients as one of the best in the region. Stanley Chow, Michael Liu, Simon Berry, Cathy Yeung and Kenneth Chan join managing partner Joseph Bevash, John Otoshi and David Zhang to round-out the team. One notable loss however was US capital markets specialist Julie Gao to rival Skadden Arps Slate Meagher & Flom.

The firm acted for issuers China Zhongwang Holdings and Real Gold Mining on their IPOs and global offerings, valued at US$1.2 billion and US$133 million respectively. Another standout transaction saw the team advising Lion Power Holdings on the bridge credit facilities and refinancing for the US$2.76 billion acquisition of Singapore’s Senoko Power. Also notable was the firm’s role representing the lenders on the financing for the Paiton III coal-fired power project in Indonesia.

With several key additions to an already-solid team, the banking and finance practice at Lovells continues to impress upon the market its consistency as a quality capital-raising shop. It is particularly noted for its leveraged and acquisition finance expertise.

During the past year, Owen Chan and structured finance specialist Vincent Sum teamed up with Gary Hamp, Fred Chang, Neil McDonald, Jamie Barr and Terence Lau to provide clients with a formidable outfit. Highly favoured by Hong Kong players, the team won enviable mandates this year including the privatisations of PCCW and Nord Anglia Education. Main clients of the firm include HSBC, Barclays, Morgan Stanley, Bank of China and BNP Paribas.

Issuer mandates include advising on 2009’s first substantial IPO, the Silver Base Group Holdings’ US$133 million listing. The firm also advised Central China Real Estate on its US$176 million offering on the Hong Kong Stock Exchange. Other work includes acting for JPMorgan, Macquarie and UBS in relation to BBMG’s US$770 million Hong Kong IPO, as well as its role for the lead arranger in a US$113 million syndicate loan to Korea Exchange Bank.

Australian firm Mallesons Stephen Jaques has notably robust practices in banking, debt capital markets, and structured finance and securitisation. In recent years, the firm’s profile has substantially increased with clients recognising an alternative to the magic circle and Wall Street firms for banking and raising funds. The firm is also home to highly-praised lawyers Steven Christopher, Richard Mazzochi, Minny Siu, Dieter Yih and Adrienne Showering. The team has an exceptional knowledge of sophisticated financing products on the market and complex structuring techniques. Regular clients include Credit Suisse, GE Capital, Deutsche Bank and ABN Amro.

A recent prominent mandate for the firm was in advising the Lehman Mini-bond Task Force, formed under the Hong Kong Association of Banks, in relation to the proposed buyback of mini-bonds. The team also represented a global financial corporation on a US$1 billion loan facility to a Korean consumer finance business. Other major instructions saw it acting for China Eximbank on its financing of Sinosteel’s US$1.3 billion successful bid for Australian iron ore miner Midwest Corporation, and representing Hong Kong Electric in the establishment of its US$2 billion MTN programme.

One of the local Hong Kong powerhouse firms, Richards Butler in association with Reed Smith retains a commendable presence in the Hong Kong banking and finance market with three partners and over 10 fee-earners. Its team, led by leading lawyer Andrew Brown, boasts one of the top aircraft and ship finance practices. Other areas it covers with finesse include various types of lending, acquisition and leveraged finance, asset financings and banking regulatory. The firm has substantial experience on complex, big-ticket financing transactions and in advising foreign banks and the PRC branches of foreign banks. A local corporate favourite, the firm is a well-established domestic firm that has recently merged with Reed Smith to offer clients a broader network of service. Active clients include Cathay Pacific Airways, Barclays, Noble Group, Standard Chartered Bank and China Shipping Group.

Citic Group enlisted the team as counsel on its US$1.5 billion standby facility. Other highlights include representing Philippine company Smart Communications on the Phase 10 Swedish and Finnish export-credit supported roll-out financing of its GSM telecom network. And the firm advised arranger BNP Paribas on a US$185 million syndicated loan to Shinhan Bank. On the borrower front, the team was active in the US$1.75 billion Melco Crown Gaming project financing.

Davis Polk & Wardwell is known for its US capital markets excellence, particularly in the debt capital markets and high yield space. It provides quality advice on investment grade bonds, equity-linked and convertible debt, liability management, rights offerings, IPO listings, sovereign bonds and debt restructurings. William Barron, Show Mao Chen and James Lin are key figures of the team.

Freshfields Bruckhaus Deringer has one of the most trusted Hong Kong IPO practices in the market, led by Teresa Ko and including Kay Ng Ian. Its banking and project finance practices are slightly less prominent but have had success nonetheless. Former Singapore resident Bruce Cooper heads up the finance department. A recent triumph for the firm was advising underwriters HSBC and Morgan Stanley in Bawang Group’s US$213 million IPO and global offering.

JSM has a large and experienced banking and finance group which particularly showcases strengths in asset finance, asset-backed lending, construction and real estate finance, and derivatives. The firm’s restructuring and insolvency, and regulatory, offerings are also highly recommended. Alistair MacAulay leads the banking and finance team that regularly advises clients such as ICBC, HSBC, Hang Seng Bank and the Hong Kong Mortgage Corporation.

Norton Rose offers a small but high-quality financing outfit. A highlight instruction for the team this year was its representation of loyal client HSBC on its US$17.8 billion rights issue. The firm had a strong year on structured finance and commodities finance work. Partners Peter Haslam, Freeman Chan and David Stannard are highly-regarded by the market.

Paul Hastings Janofsky & Walker excels in leveraged and acquisition finance, especially in the real estate sector. Brett King remains the big name on staff for banking and finance work. This year, the team represented the joint lead arrangers of the financing to support KKR’s US$1.8 billion bid to purchase Oriental Brewery from Anheuser-Busch InBev.

Shearman & Sterling has a top-notch US law capital markets practice. Partners Matthew Bersani and Won Lee are market favourites and the team typically focuses on cutting-edge and innovative capital-raising transactions. In a premier deal, the firm played a crucial role for the joint lead managers and trustee in Vedanta Resources’ US$1.25 billion Rule 144A/Reg S bond offering in India. This was the largest-ever bond offer by an Indian corporate and the largest high-yield offer by an Asian corporate.

Sidley Austin offers clients one of the most consistent capital markets practices in Hong Kong and a triple platform of US, UK and Hong Kong law. The firm acts on a high volume of Hong Kong IPOs and quality debt capital markets transactions including convertible bond issuances and hybrid securities work. The firm’s debt structuring skill is highly recommended by clients. Constance Choy, Matthew Sheridan, Jason Elder and Timothy Li are the main partners of these groups.

Skadden Arps Slate Meagher & Flom excels in the capital markets with a premier tripartite offering of Hong Kong, UK and US law. Leadings names Dominic Tsun, Alec Tracy, Nicholas Norris and Jonathan Stone form the backbone to the corporate finance group at this Wall Street firm. Tracy in particular is known as one of the few true high yield specialists and the practice’s clients include a long list of leading issuers and underwriters. Two major deals for the team include acting for issuer China Fundamental Acquisition Corporation on its IPO, and advising Merrill Lynch as the sole dealer manager in tender offers made by Galaxy Entertainment Finance Company to purchase several tranches of senior floating rate notes.

DLA Piper has been bulking up its financing practice with numerous hires from other leading competitors. Most significant was luring Martin David from Linklaters to lead its projects and finance group. The firm offers a wide range of advice on all capital-raising types of transactions. Significant mandates include advising China Merchants Bank on the US$2.2 billion privatisation of Wing Lung Bank, and representing the Republic of Indonesia on the formation of its US$3 billion global MTN programme.

Fried Frank Harris Shriver & Jacobson opened its doors in 2007 and is partnered with local firm Huen Wong & Co. The merged entity is a one-stop-shop offering that brings a quality UK, US and Hong Kong law capability to clients. The firm has an enviable roster of leading clients such as Merrill Lynch, Credit Suisse and UBS. One of its partners, Joshua Wechsler, was an attorney in the US Securities and Exchange Commission’s division of corporate finance.

O’Melveny & Myers’ capital markets partner Colin Law is well-regarded in Hong Kong legal circles. The firm also offers top-notch securitisation advice under the guidance of leading light Neil Campbell. This year, the firm advised the underwriters on two major transactions. One was the US$100 million IPO of Hong Kong’s Little Sheep Restaurant, and the other was China Communications Services Corporation’s US$242 million secondary offering and listing of H-Shares on the Hong Kong Stock Exchange.

Orrick Herrington & Sutcliffe has a solid capital markets team, including one of the most recognised and successful securitisation practices in the region led by Michelle Taylor. The firm is another of the few that offer advice across Hong Kong, US and UK law and is focused on representing corporates. Examples of the firm’s capital-raising triumphs were its roles on four recent IPOs for leading issuers: Xtep, Sinomedia Holdings, A8Digital Music Holdings and Shandong Chenming Paper Holdings.

Simpson Thacher & Bartlett is one of the leading Wall Street capital markets firms in Hong Kong and can boast a prominent IPO record that includes Alibaba.com and China Railway. Last year, the firm had a strong track record of working for Greater China-based issuers with partners Chris Lin and Leiming Chen on board. For example, the firm advised Pou Sheng International Holdings in its US$301 million Hong Kong-listed IPO, as well as acting for China Medical Technologies on its US$276 million convertible senior notes offering.

Sullivan & Cromwell has excellent credentials offering US advice on sophisticated and high profile capital markets transactions. For example, it played a crucial role on the IPO of Alibaba.com a few years back. This year, the team advised the underwriters in relation to Vision China Media’s US$101 million SEC-registered follow-on offering of six million ADSs. It also counseled Goldman Sachs on Excelcomindo Finance Company’s US$250 million guaranteed notes issuance. William Chua and Chun Wei are leading partners of the finance practice.

White & Case is noted for its fortitude in banking and project finance. Led by notables John Hartley and Hallam Chow, the practice offers in-depth services on a broad range of finance transactions. This includes leveraged finance, derivatives, restructuring, and syndicated lending. On the capital markets side, a highlight deal saw the team representing the Republic of Indonesia on its US$1.5 billion sovereign bond issue, which was the largest global bond offering of 2008.

Woo Kwan Lee & Lo is a well-respected domestic firm that has excellent ties with local corporates and individual clients, and strong China experience. Clients include leading blue chip, red chip, public and private companies in Hong Kong, and state-owned and private enterprises from the PRC. The banking and capital markets teams have had a prolific year, acting on numerous capital-raising transactions. These include representing Samson Paper Holdings on the proposed open offer of convertible non-voting preference shares in the company valued at US$150 million.

Dorsey & Whitney

Dorsey & Whitney offers a full-service financial and corporate practice that covers foreign direct investment, corporate finance and securities, and project finance. The team is led by Steven Nelson and comprises seven partners and nine associates. The Hong Kong practice is neatly integrated with the firm’s Shanghai office and specialises in Hong Kong and PRC regulations affecting international investment, financing and trade, and establishing and strategic planning of foreign branches of US companies’ subsidiaries.

P.C. Woo & Co

P.C. Woo & Co was established in 1945 and has a solid banking and finance practice that includes governmental departments and agencies, corporate, non-governmental organisations, institutions and private clients. Its corporate finance practice offers quality advice on rights issues, warrants and convertible bonds, restructurings, and the listing of securities and derivative products of companies on the Main Board and the Growth Enterprise Market of the Hong Kong Stock Exchange.

Vivien Chan & Co

Vivien Chan & Co provides a full-service offering covering all areas of banking, finance, corporate, M&A and securities matters. Its practices include China direct investment, corporate governance and venture capital. It was one of the first law firms licensed by the PRC Ministry of Justice to open up in China in 1993, and it now has offices in Beijing, Shanghai, Chongqing and Shenzhen. Principal Vivien Chan is the senior partner at the firm which includes George Ribeiro, Patty Chan, Eddie Ng and Dominic Hui.