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

Clifford Chance offers an integrated Hong Kong-China M&A practice that has been active for over 25 years and focuses on handling complex cross-border transactions within the region. This year particularly it found a lot of success advising Chinese companies expanding overseas and has developed a solid reputation for advising on China outbound work. One key feature is the team’s size, which at over 75 practitioners focused on M&A is one of the largest in Asia. Its sector specialties are financial services, energy and resources, TMT, retail and manufacturing. For private equity investors, the firm’s specialised practice stands out as one of the best in the market. Morgan Stanley, the Kuok Group, CVC Asia Pacific and the Bank of Tokyo-Mitsubishi UFJ are active clients of the team. Roger Denny, Amy Lo, Andrew Whan, and Terence Foo are part of the leading team. Experienced M&A and private equity specialist Simon Cooke recently relocated to Hong Kong from the firm’s London office.

Clifford Chance represented Aluminum Corporation of China (Chinalco) on its US$19.5 billion strategic partnership with the Rio Tinto group. This was the largest outbound investment by a Chinese company. The team is also working for Morgan Stanley on its disposal of shares in United Industrial Corporation to United Overseas Land for US$1.1 billion.

This magic circle firm has one of the most highly-regarded M&A practices in Hong Kong. This is based on its top-tier partners and its involvement on many of the market’s largest and most significant transactions. Freshfields is also known for its prominent China practice. This past year, the team represented China Unicom on the US$6.42 billion disposal of its CDMA business to China Telecom, and served as counsel to the same client on its US$23 billion merger with China Netcom. Another high profile deal saw it advising Huiyuan Juice and its shareholders in the proposed US$2.5 billion buyout by Coca Cola.

Historically the firm has excelled in public M&As but in recent years has picked up an increasing amount of work from private equity clients such as Sequoia Capital and Bain Capital. An example of its work in this area is when it advised Warburg Pincus on its US$50 million cornerstone investment in Hong Kong-listed property company Renhe Commercial. The corporate practice is led by Robert Ashworth and includes well-known practitioners Teresa Ko, Kay Ng Ian and Chris Wong.

Linklaters has a deeply-honed M&A practice that features 40 lawyers including 11 partners. It offers high quality advice on groundbreaking and complex cross-border transactions and its team can usually be found on the market’s most important deals. The firm’s M&A offering is supported by its leading practices in other financial and non-transactional areas like banking and dispute resolution. Some of the leading lights include Keith Johnson, Teresa Ma, Chris Kelly, Betty Yap, Kunal Thakore and Sanghoon Lee.

A major instruction for the team came from China Netcom on its US$23 billion merger with China Unicom. The firm also represented China Telecom on its US$15.8 billion acquisition of China Unicom’s CDMA business. Rio Tinto hired Linklaters for advice on its US$19.5 billion strategic partnership with Chinalco. In another highlight, the team acted for The Royal Bank of Scotland Group on the HK$18.4 billion sale of its 4.26% equity stake in Bank of China. This is the largest block trade in Hong Kong history.

As the first Wall Street law firm to launch a Hong Kong law practice in 2005, Skadden Arps Slate Meagher & Flom leads the way as being the only US firm in the top tier for corporate/M&A work. This investment has paid off well for the team, which advises on domestic and cross-border M&A transactions including public company takeovers governed by the Hong Kong Takeovers Code. The firm’s depth of experience and breadth of its corporate finance practice is reflected in the type of deals it secures. Clients such as Nomura, JPMorgan and Coca Cola trust its partners to deliver. One illustration involved representing Coca Cola on its US$2.5 billion attempted acquisition of China Huiyuan Juice Group.

Other noteworthy transactions include advising Nomura Holdings on its acquisition of the Asia-Pacific operations of Lehman Brothers, and acting for JPMorgan Securities as financial adviser to China Unicom on its multi-billion dollar merger with China Netcom. The practice includes star partner Nicholas Norris. A recent valuable addition to the team came in the form of former Latham & Watkins partner Julie Gao.

Slaughter and May has done well in the market to solidify its position at the top. Its small but capable team of high-quality lawyers are multi-specialists with a diverse range and depth of skills. The team barely felt a blip from the market turmoil and has had a very busy year drawing on its significant corporate client base. The firm focuses on high-end premium work and is highly sought-after by major market participants. It advises on all aspects of domestic and cross-border M&A transactions and has extensive experience on a broad range of corporate and commercial work. This includes general advice on listings, corporate governance matters, joint ventures, restructurings and other strategic endeavours. Of note is the firm’s opening of a Beijing office in late 2009.

An example of the team’s work is advising Japan-based NYK Lines on its share swap with Hutchison Port Holdings Group. Another solid transaction saw the firm representing Hong Kong Aircraft and Engineering Company in relation to its equity joint venture with Sichuan Airlines. Also a highlight, Slaughters advised China Resources Logic in relation to its conditional acquisition of China Resources Gas from its parent company for US$488 million. Leading partners consistently singled out by the market are Neil Hyman, Benita Yu, George Goulding, Richard Thornhill, Jason Webber and Padraig Cronin.

Davis Polk & Wardwell’s M&A practice is relatively young but has shown a great commitment to the regional market in recent years. It has first-class lawyers and remains a reliable choice for leading clients such as Goldman Sachs, Reliance Industries, PCCW Limited and Shanda Interactive. The firm is keen to develop its India practice and has relocated M&A specialist Kirtee Kapoor from its New York office to focus on this market. The team is formed by corporate generalists and each lawyer has significant experience on corporate matters. An important feature of the firm is its top-tier capital markets advice, especially in the debt sphere. Familiar name William Barron manages the group, which includes Show-Mao Chen and recently appointed partner Mark Lehmkuhler.

Davis Polk acted for Goldman Sachs on its exit from its investment in SpiceJet Airlines to purchasers affiliated with Wilbur Ross. The firm also advised Reliance Industries on its US$1.7 billion merger with its subsidiary Reliance Petroleum. Another highlight was the representation of China-based Cofco Group in its acquisition of 4.95% of the common stock of US meat processor and marketer Smithfield Foods for US$122 million. This was a rare example of a PRC state-owned enterprise making a strategic investment into the US.

Herbert Smith maintains a well-regarded corporate/M&A practice with strong industry experience in key sectors like TMT, energy and financial services. The practice has been in increasing demand from Asian companies making outbound investments and private equity firms acquiring stakes in listed PRC companies. Other busy areas include privatisations and public M&As. A major highlight for the team this year was advising Citigroup Global Markets Asia as financial adviser to China Netcom Group on its US$24 billion merger with China Unicom.

Led by its energy practice group, the firm advised Thai national oil company PTT Exploration & Production on its US$170 million purchase of Australia’s Coogee Resources. Shaw Brothers enlisted the firm for its US$172 million privatisation. China Agri-Industries Holdings, CNOOC, China Merchants Bank and Sinopec, among others, routinely retain the firm for general commercial advice. The corporate practice includes leading lawyers Ashley Alder, Matt Emsley, Anna Howell, Tom Chau, John Moore and Andrew Tortoishell. Jeremy Xiao, formerly the managing partner of the firm’s Beijing office, recently returned to Herbert Smith as a part-time senior consultant after a two year stint at Credit Suisse in China.

The M&A practice at Latham & Watkins offers comprehensive services on complex, high profile transactions in Hong Kong and China. This year, it received a major boost through the hiring of seven corporate partners from Allen & Overy. Each newly-arrived practitioner has a wealth of experience and is well-regarded by the market. With its expanded capacity, the firm is expecting to increase its volume of quality deals for leading clients. An example of the firm’s work is its role advising Credit Suisse Securities as financial adviser to Focus Media Holding on the US$1.37 billion sale of its digital out-of-home advertising assets to Sina Corporation.

Jiangsu Five Star Appliance shareholders hired the firm for its US$185 million sale of remaining equity interests in Five Star to Best Buy. A highlight deal that incorporates the firm’s traditional M&A and project strengths was representing a Marubeni Corporation-led consortium in Lion Power Holdings’ US$2.5 billion acquisition of Senoko Power in Singapore from Temasek Holdings.

Major corporate players on the team include David Zhang, Stanley Chow, Michael Liu and senior associate Tim Gardner. The firm lost corporate specialist Julie Gao to Skadden Arps Slate Meagher & Flom in June.

Open for more than 30 years, the Hong Kong office of Shearman & Sterling has gained a reputable profile in the market for quality service on significant and innovative regional and cross-border M&A transactions. The corporate team offers stellar US and English law advice and benefited this year with the arrival of top M&A specialist, and former O’Melveny & Myers’ regional M&A head, Gregory Puff. Another key hire was that of top India specialist Sidharth Bhasin from Debevoise & Plimpton. The firm also has offices in Beijing and Shanghai, enabling a thoroughly integrated corporate practice for the Greater China region. The well-regarded Paul Strecker leads the group.

A major highlight for the team was in representing China Netcom on its US$24 billion merger with China Unicom. Another noteworthy transaction was when the firm advised Sina Corporation on its proposed acquisition of Focus Media for US$1.37 billion. United Energy Group turned to Paul Strecker and team for advice on its proposed acquisition of Transmeridien Exploration.

This high quality Wall Street firm’s M&A department houses an expert team that specialises in sophisticated and prominent deals. Additionally, Simpson Thacher & Bartlett’s private equity and Korea practices are regarded as one of the best by the market.

The firm has a wealth of experience representing US clients in their inbound investments and increasingly is servicing Asia-based clients on major outbound transactions. Clients include leading corporates, financial institutions and premier private equity and strategic buyers and sellers. In the Hong Kong office, leading partners include Patrick Naughton and Korea specialists Jin Hyuk Park and Youngjin Sohn.

Prime deals for the firm this year include acting for Blackstone Group in relation to its US$600 million investment into China National Bluestar, and representing Chinalco in connection with its US$19.5 billion alliance with Rio Tinto. Most recently, Naughton and his team advised KKR on its US$1.8 billion leveraged buyout of Oriental Brewery in Korea from Anheuser Busch InBev.

With excellent M&A credentials, Sullivan & Cromwell brings a highly-experienced and talented practice to the table. The Hong Kong corporate practice has grown its client base from its historic US ties to now service a greater portion of Asia-based clients. These include government and sovereign entities, leading domestic and international banks, and major corporates. Of note is the strength of the firm’s capital markets practice.

The team has deep roots in the Greater China region and its Hong Kong office runs an integrated practice that has been very active this year on a spate of the market’s most high-profile M&A transactions. One illustration is its role representing China Unicom on its US$56.3 billion acquisition of China Netcom. The team also acted for the same client in its sale of its CDMA business to China Telecom for US$15.9 billion. Anheuser-Busch InBev enlisted the group for the US$1.8 billion sale of its shares in Oriental Brewery to KKR. Chun Wei, Michael DeSombre and William Chua are three star partners.

Allen & Overy has a new corporate team this year after losing a bulk of its partners to Latham & Watkins in September 2008. The firm continues to focus on high end cross-border M&As and has brought in talent from all over the region to service clients. Last year, the firm advised Macquarie Media Group on the sale of its 60% interest in Taiwan Broadband Communications. Jeremy Hunt is a leading lawyer of this group.

Baker & McKenzie boasts possibly the largest M&A group in Asia, with over 100 lawyers working in an integrated Hong Kong-China practice across three offices in Shanghai, Beijing and Hong Kong. The firm retains excellent ties with local Hong Kong companies and gears its business towards corporates. An example of the team’s work was its roles on two of Hong Kong’s most high-profile attempted privatisations, those of PCCW and Natural Beauty.

JSM completed its merger with Mayer Brown last year and has a corporate practice that includes 11 partners specialising in public and private M&A transactions. It offers clients an embedded strength of committed competition and tax practitioners within the core of the M&A team. A top local firm, it boasts established relationships with many of Hong Kong’s most prestigious corporates such as Li & Fung and Towngas.

Lovells has one of the largest regional corporate groups in Asia spread out over eight offices. With over 80 lawyers focused on cross-border M&A matters, the firm has handled a breadth of transactions including privatisations, disposals, joint ventures and numerous public and private M&As. For example, the Hong Kong team advised HSBC on the proposed US$2.1 billion privatisation of PCCW. Another highlight was acting for Hong Kong Electric on its US$733 million acquisition of Outram from Cheung Kong Infrastructure Holdings. Jamie Barr heads up the Hong Kong corporate team.

Milbank Tweed Hadley & McCloy recently closed this year’s largest China M&A transaction. The firm acted for GCL Solar on its US$3.4 billion acquisition by Hong Kong-listed China power co-generation company GCL Poly. Milbank’s corporate team is led by luminary Anthony Root, who is highly recommended by the market for private M&A work but additionally has an excellent record on public deals. For example, last year the team advised Citigroup as financial adviser to China Netcom in its US$24 billion merger with China Unicom.

Norton Rose’s corporate head David Stannard is a highly-regarded practitioner in the market. Eight partners make up the firm’s Hong Kong corporate finance team, which enjoys a long-standing relationship with key client HSBC. A recent highlight for the firm was acting for Shaw Holdings on its US$1.33 billion privatisation.

O’Melveny & Myers’ Hong Kong corporate team is led by Colin Law and offers UK, US and Hong Kong law advice. Many of the group’s practitioners are well-versed in PRC law and regulation, and routinely handle complex cross border public M&A transactions. A noteworthy deal for the team saw it advising GST Holdings in the US$247 million takeover bid from United Technologies for all of its outstanding shares and options.

Paul Weiss Rifkind Wharton & Garrison is a market leader in private M&As and houses a specialised private equity practice. For example, its lawyers have worked with KKR and Carlyle to execute hallmark cross-border transactions in Asia. On the public front, the firm recently advised Microsoft on an equity investment in a foreign-invested enterprise by shares majority-owned by Tata Consultancy services. Leading lawyers John ‘Jack’ Lange and Jeanette Chan head up the corporate team.

Richards Butler in association with Reed Smith offers an experienced corporate practice that has been a fixture in the Hong Kong market for nearly 30 years. Its dominance as a local firm was increased through the international network that came about as a result of its merger with US firm Reed Smith in 2007. The team boasts strong corporate ties and an illustration of its work this past year includes acting for Citic Group on its US$923 million share sale in Citic International Financial Holdings and China Citic Bank to Spanish Bank BBVA. David Norman, Graham Winter and Christopher Williams are well-regarded partners in the corporate group.

Sidley Austin is a US firm with a triple law platform and its M&A group is supported by its market-leading capital markets practice. With an office of over 60 practitioners, its corporate finance team is well-staffed and offers integrated services to local, regional and international clients in relation to domestic and cross-border M&As. The team regularly represents multinational companies and Asia-based ones, and has particular experience on a spread of industries including finance, energy, telecommunications, transportation, technology, media, pharmaceutical and food and beverage.

Cleary Gottlieb Steen & Hamilton has a modestly-sized M&A offering yet punches well beyond its weight. Top practitioners Filip Moerman, David Hirsch and Clayton Johnson head the Greater China team. Operating a regional practice across its two offices in Hong Kong and Beijing, the firm is well-known for its private equity work. Recently, the team advised ING Group in the US$600 million sale of its Taiwanese life insurance business to Fubon Financial Holdings. Another highlight was representing Barclays Capital in its New China Trust investment.

Mallesons Stephen Jaques’ M&A lawyers are able to provide clients with more than 20 years of experience. The Australian firm’s Hong Kong office houses more than 100 practitioners and is quickly rising in status for its quality. The team has a clientele that includes multinational and Asia-based companies, and offers a full-range of advice on various transaction types for corporates. These include private and public M&As, hostile takeovers, and foreign direct investment. The group also has experience across a broad sector of key industries such as mining, insurance, healthcare and media.

Minter Ellison has an experienced corporate team with a dedicated sector focus on energy and infrastructure, gaming and leisure, financial services, real estate and government. Its M&A lawyers have enviable international experience and a strong track record of advising companies establishing operations in China – either through incorporated and unincorporated joint ventures, foreign direct investment, and public or private M&As. Fred Kinmonth heads the group that can count Wah Kwong Shipping Holdings, Winnington Capital and Toll Group as clients.

Morrison & Foerster is highly-regarded for its PRC venture capital practice. Its Hong Kong office is part of an integrated China practice that amalgamates senior PRC regulatory expertise with a solid track record of international transactional experience. The M&A practice services a number of leading private equity investors, including Warburg Pincus and Goldman Sachs, and focuses on complex strategic investments, buyouts and recapitalisations in traditional industries as well as the technology sector. Other corporate clients include Angang Steel Company and ChinaHR Holdings. Tien-Yo Chao and Thomas Chou are the two resident M&A partners in Hong Kong.

Orrick Herrington & Sutcliffe recently advised Korea’s Gmarket on its US$1.2 billion complete purchase via cash public tender offer by eBay. The firm has one of the oldest corporate practices in the market through legacy firm Coudert Brothers. Today, the practice offers a full-range of corporate M&A advice with growing private equity experience. It recently hired a number of tax, intellectual property, real estate and competition lawyers to add value to its corporate offering.

Paul Hastings Janofsky & Walker brings an established M&A team to the table with deep experience advising on some of the region’s most significant cross-border transactions. Many of these include private equity, leveraged finance and debt elements. Key practitioners of the group include Phoebus Chu, David Grimm, Sammy Li and Neil Torpey among others. A recent highlight for the practice was in acting for Traxon Technologies on its agreement to sell a majority interest to Osram.

Woo Kwan Lee & Lo has an established reputation as the leading local Hong Kong firm. Its corporate M&A practice consists of over 30 lawyers providing advice to clients on M&As, joint ventures, and private equity transactions. As most of the team is conversant in Putonghua, the team has a strong mainland Chinese client base. Recently, the firm advised Cross-Harbour Holdings on its acquisition of an additional 13% shareholding interest in Western Harbour Tunnel Company for US$460 million.

P.C. Woo & Co

P.C. Woo & Co’s M&A practice is led by Henry Lai. The corporate team provides reliable counsel on M&A structuring, risk analysis, compliance issues, joint ventures, private equity and cross-border matters. It houses particular expertise on M&As between Hong Kong and the PRC and has a regular roster of mainland China clients. The team utilises the integration of its finance, tax, employment and IP specialists to ensure thorough advice on complex M&A transactions.