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

Allen & Overy is known in greater China for its top banking practice, sterling debt practice and strong equity capital markets offering. One client praises the firm’s team: “Allen & Overy was great, as always. It is a firm that understands and values long-term relationships.”

Allen & Overy is a particular leader in equity-linked and convertible bonds debt work. On the equity side, the firm’s capital markets team recently acted as international counsel to underwriters Morgan Stanley, Goldman Sachs, Deutsche Bank, Macquarie, Nomura, JPMorgan and CICC on Agricultural Bank of China’s IPO. The huge listing included H shares and a 144A placement. Partners David Johnson and Mark Roppel led on the US$22.1 billion dual listing, which was the world’s largest ever IPO.

Partner Chris Swift is also a highly regarded member of Allen & Overy’s capital markets team.

Baker’s capital markets practice is particularly well known for its strong relationships with mainland issuers looking to list in Hong Kong. Partner Scott Clemens leads the China capital markets team out of Beijing, which has posted a strong list of mandates this year. The practice has been especially successful in Rmb-denominated offerings and REIT (Real Estate Investment Trust) work.

One partner at a rival firm complements Bakers’ capital markets practice: “Bakers has a large practice that is plugged in to what is happening in the mainland China market.”

Baker & McKenzie has had many successes this year in advising banks on headline Hong Kong rights offerings. Among these was the DB Trustees (Hong Kong) offering in April 2011. The listing was Hong Kong’s first Rmb REIT IPO and the first yuan-denominated equity IPO ever outside mainland China.

Partners PH Chik, Scott Clemens, Anthony Jacobson and Jackie Lo are all known as leading lawyers at Bakers.

Clifford Chance is well known in the banking and finance market for its strong global network of relationships with top banks and financial institutions. Some of the firm’s major mandates this past year include advising Glencore on its highly-watched US$10 billion simultaneous London/Hong Kong dual listing, advising on Shanghai Pharmaceuticals’ US$2 billion H share offering, and serving as counsel to Prada on its headline Hong Kong Stock Exchange IPO.

Peers in the market praise Clifford Chance’s banking and finance practice: “Clifford Chance has a good international network when it comes to relationships with top international banks. It is very well known in Hong Kong, and is often the go-to firm for representing underwriters in transactions.”

This past year, the Clifford Chance team represented underwriters Morgan Stanley and Nomura on Chongqing Rural Commercial Bank’s HK$13.2 billion (US$1.7billion) IPO. This was the first ever Hong Kong listing by a rural Chinese bank.

Partners Crawford Brickley, Cherry Chan, Amy Lo and Tim Wang are all top partners at CC.

Freshfields is well known for advising issuers and underwriters on cross-border ECM offerings out of Hong Kong. The firm often represents international and domestic Chinese businesses and financial institutions on financing work. Freshfields’ status as a leading financial law firm is based on its sound multijurisdictional knowledge. One client says: “Freshfields has a better global picture than most and knows what market precedents to draw from.”

Over the past year, Freshfields advised underwriters JPMorgan Chase, Morgan Stanley and Bank of America Merrill Lynch on MGM China’s US$1.5 billion global share offering and Hong Kong listing.

Partners Robert Ashworth, Teresa Ko and Calvin Lai are all leading practitioners.

Herbert Smith has an undoubtedly top presence on cross-border China finance and capital markets work. The firm particularly benefits from relationships with top clients in the international and natural resources sector, though partners often represent headline clients across diverse sectors. One client says: “The partner we worked with, Kevin Roy, was very hands on and from our perspective he provided good guidance to his team.”

In November 2010, regional head of the US capital markets practice John Moore led a team that advised underwriters Morgan Stanley, CCBI, JPMorgan, BOCI and Deutsche Bank as joint global coordinators of the landmark HK$14 billion Hong Kong Stock Exchange IPO and global Rule 144A/Reg S offering of China Rongsheng Heavy Industries Group. The market listing involved a reorganisation of the Rongsheng Group in order to meet difficult regulatory requirements and business needs.

As Asialaw Profiles went to press, Moore had resigned from Herbert Smith and is due to join Morrison & Foerster in Hong Kong later in 2011.

Herbert Smith partners Tom Chau, Matt Emsley, Gary Lock, Kevin Roy and Andrew Tortoishell remain leading lawyers in the practice.

Linklaters is well known in greater China for its leading debt, equity, derivatives and structured products practices. As one partner at a rival firm notes: “Linklaters is one of those few firms that is strong on all fronts. It has strong relationships with underwriters, and is known for quality.”

Last year, one headline deal was representing Glencore in the world’s first simultaneous London primary and Hong Kong secondary listing. The transaction demonstrated Linklaters’ multijurisdictional capability, as the firm served as UK, US and Hong Kong counsel. Following its huge IPO, Glencore had a US$60 billion market capitalisation.

Partners Robert Cleaver and Teresa Ma are known as leading lawyers in the capital markets space.

Shearman & Sterling’s greater China capital markets practice was recently bolstered by the addition of a Hong Kong law practice. In 2010, partner Shuang Zhao joined Shearman’s team where she will bring experience representing investment banks on Nasdaq and NYSE IPOs, Rule 144A/Reg S offerings, and on Hong Kong IPOs.

Over the last year, Beijing-based partner Alan Seem, and Hong Kong-based partners Colin Law and Peter Chen, led the HK$1.1 billion (US$141 million) Hong Kong listing of China-based oil field services provider MIE Holdings.

Clients have good things to say about the firm’s capital markets capability. “Shearman’s capital markets partners are fair, reasonable, and professional,” says one client. “I feel happy to work with them. It is a very well-integrated global team and is extremely responsive in these kinds of cases. In offerings, every hour counts, so the firm was pretty impressive.”

Matthew Bersani and Kyungwon (Won) Lee are also top banking and finance partners.

Davis Polk’s robust US and English law practices have continued to be an asset to clients. And in the last year, the firm added a Hong Kong law practice with the addition of partners Bonnie Chan, Antony Dapiran and Paul Chow – with the latter two from Freshfields and Linklaters, respectively. One partner at a rival firm notes: “Davis Polk is really investing in its practice. It was already top when it comes to US IPOs, but it really seems committed to developing its Hong Kong law practice so it can compete on all fronts.”

Davis Polk’s capital markets team worked on several important equity deals this year, including kicking off their Hong Kong law practice with the Agricultural Bank of China and AIA IPOs. These were ranked as the world’s second and fourth largest IPOs in 2010, respectively. The capital markets team also advised China Merchants Bank on its US$3.2 billion rights offering in the US, and also completed a number of NYSE and Nasdaq IPOs.

Latham & Watkins’ capital markets practice is well known for its ability to advise issuers on IPOs and follow-on offerings, especially when it comes to listing in the US and Hong Kong. Clients praise Latham for its accessibility and commitment to clients. One client says: “The Latham team is committed and responsive to our enquiries. And it is always readily available to give us quality legal service and support even with short notice.”

Over the last year, Latham’s capital markets team represented the underwriters as Hong Kong and US counsel on Bank of China’s high-profile A+H shares rights offering. The offering raised nearly Rmb100 billion (US$15 billion), which was one of the largest amounts raised by a Chinese bank in a refinancing plan.

Partners Eugene Lee, Michael Liu and Benjamin Su are all leading lawyers at the practice.

Norton Rose has an active practice on debt and equity capital markets transactions, as well as project finance work. The project finance team is active on both inbound and outbound transactions, and receives strong praise from clients. One says: “It has a strong practice. We use it for natural resources-related structured finance projects and cross-border finance transactions. The firm is adaptive.”

This past year, the Norton Rose finance team represented China Development Bank on the financing of several renewable resources projects. This included the first outbound financing of renewable solar projects in Italy, and its first renewable project non-recourse financing.

Paul Hastings has been a rising star when it comes to China-related capital markets work. The firm’s strong connections with China-related real estate developers have helped the practice earn many top mandates. This past year, partners Steve Winegar, Christopher Betts and Catherine Tsang joined the capital markets practice, and peers are taking notice.

One comments: “Paul Hastings has seriously invested in its capital markets practice, and it is seeing the results. I have lots of respect for Sammy Li in particular. He’s sharp and has great business sense. He’s a really up-and-coming young partner and I would say he’s the one to watch in Hong Kong.”

Last year, the firm’s capital markets partners advised China Rongsheng Heavy Industries on its US$1.8 billion Hong Kong IPO.

Christopher Betts, Raymond Li, Sammy Li, Vivian Lam and Steve Winegar are all known as top capital markets practitioners.

Simpson Thacher is often seen advising issuers and underwriters on a range of transactions, and is known for its particularly strong US law practice. Clients compliment the firm’s value for money and accessibility, with one saying: “The firm was really responsive, and gave surprisingly good value for money for a top-market practice. Our relationship with the firm is primarily with partner Leiming Chen. He’s very good to work with and very helpful.”

This past year, Simpson Thacher’s capital markets team has been involved in US IPOs of many Chinese companies, including Ambow Education, Charm Communications, China Ming Yang Wind Power, Concord Medical Services, Bona Film, and Yingli Green Energy.

In one representative transaction, partner Chris Lin led a team representing Bona Film Group on its US$99.8 million IPO and Nasdaq listing. The deal signalled the first time a China-based film company has been publicly listed in the US.

Leiming Chen and Chris Lin are top partners at the practice.

Skadden is known for its top US and Hong Kong law practices, and the firm is often seen advising Chinese companies on their US IPOs.

Clients praise Skadden’s capital markets capabilities, with one saying: “Skadden’s team is excellent. It is very experienced in terms of taking Chinese companies public in the US. The team drives the process. Not only did it know all of the key issues, but it is also generally the kind of excellent counsel that an in-house team looks for. The practice is very solutions orientated and the partners are clearly problem solvers.”

In the last year, Skadden’s capital markets team advised Citigroup Global Markets Asia as coordinator and sponsor of China Kingstone Mining’s US IPO and Hong Kong listing. The joint offerings were valued at US$168 million and the deal was led by partners Dominic Tsun, Jon Christianson, Alec Tracy and Li-Chien Wong.

Z Julie Gao, Peter Huang and Edward Lam are also known as top capital markets partners.

DLA Piper has strong relationships with Hong Kong companies that lead to a number of banking and finance transactions. In one recent deal, the team advised Modern Terminals in a HK$4.1 billion syndicated term loan and revolving credit facility. The firm also has an active equity capital markets practice, and advises Chinese and Hong Kong companies on small to mid-sized IPOs. It is also active on the debt side.

Hogan Lovells has had an active year representing clients on Hong Kong IPOs. One client praises the practice, saying: “Hogan Lovells is excellent. Terence Lau, the senior partner, is extensively involved and has been instrumental in advising us in coming up with solutions around technicalities. His involvement is instrumental to the success of a deal. In addition, his attention to detail is commendable. For example, his first draft of a prospectus is the best I have ever seen in my life. And there are many other examples that I could come up with.”

Over the last year, Hogan Lovells was appointed as co-counsel to advise Erdenes MGL, holder of the Mongolian state’s interest in Tavan Tolgoi, on its proposed Mongolia IPO.

Clients are very pleased with Mallesons Stephen Jaques’ offerings in debt and equity capital markets. “The firm always provides us with a prompt response and clear directions,” says one client. “And it is very helpful.”

On one highlight deal over the last year, Mallesons partner Nicola Wakefield Evans represented Asia Resources Fund in its investment in AED Oil by way of unsecured convertible notes with a value of US$20 million.

Morrison & Foerster’s practice focuses on US and Hong Kong securities. Clients praise the firm’s abilities in this space: “If it is a US placement,” says one, “we use MoFo.” The firm has a competitive edge in working with the Securities Futures Commission (SFC) in Hong Kong.

Three members of its Hong Kong team previously worked at the government body, and partner Stephen Birkett formerly served as the SFC’s senior director of corporate finance.

O’Melveny & Myers has a strong grounding in US Securities & Exchange Commission regulatory work. This in turn gives the greater China practice a comparative advantage in being able to find solutions to obstacles that its clients may encounter. One client says: “O’Melveny’s team is good in terms of expertise.”

In the last year, O’Melveny advised a number of issuers in the US markets. In one representative transaction, partner David Roberts and his team represented Zhongpin on its US$70.5 million Nasdaq follow-on public offering.

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.

Clients are fulsome in their praise for the capital markets practice at Sidley Austin. “In general, I find the firm to be practical and commercial in taking directions and responding to requirements,” says one.

In a highlight transaction, Sidley’s team advised ICBC as placement agent and joint bookrunner on the US$70 billion offering of common and preferred shares by Brazilian state-owned oil company Petroleo Brasiliero (Petrobras).

Slaughter and May’s greater China practice is not the largest among the international firms, and yet partners Neil Hyman and Benita Yu are very well regarded in the market.

One partner at a rival firm notes: “Benita Yu is simply a top practitioner in Hong Kong and China. All clients and peers in the market seem to respect her, and her reputation for doing quality work is well deserved.”

In the last year, Yu and partner Laurence Rudge represented Prada on the Hong Kong law aspects of its headline US$2.14 billion IPO and Hong Kong Stock Exchange listing.

Sullivan & Cromwell went through an important development this year with the launch of its Hong Kong law practice. The firm recently hired capital markets partner Kay Ian Ng, formerly a managing partner at Freshfields, and counsel Gwen Wong. Kay Ian Ng in particular brings deep experience on Hong Kong law-related capital markets transactions.

One partner at a rival firm comments: “Sullivan & Cromwell has always been top in select US-related transactions for clients. It isn’t the biggest shop in town, but it is known for quality. It will be a firm to watch as it develops its Hong Kong law practice.”

In the last 12 months, the capital markets team advised underwriters William Blair & Co and Oppenheimer & Co in the US$77.4 million NYSE listing of China-based commercial vehicle wheel manufacturer China Zenix Auto International.

White & Case has had an active year on the banking side, with the practice benefiting from the firm’s close relationship with China Development Bank. One peer notes: “White & Case has developed a very solid practice through its relationship with CDB. The firm has grown and expanded its banking team over the last year.”

In early 2011, Cleary Gottlieb added a Hong Kong law practice to its range of offerings with the addition of experienced partner Freeman Chan from Norton Rose.

Clients have reacted to this development with enthusiasm. “The firm was always good,” says one client, “but it is changing for the better. The Hong Kong law practice is really going to make the firm stronger.”

In the last 12 months, the Cleary team represented underwriters Morgan Stanley and Citi in the Rmb1.2 billion (US$186 million) offering of US$-settled 10% senior notes due 2014 by LDK Solar. This was the first high-yield bond offering and the first Rmb-denominated bond issuance by a company in China’s solar energy sector.

Mayer Brown JSM is known for its strong connections with Chinese and Hong Kong companies, and its ability to help them meet their financing requirements. The banking team recently represented Hang Seng Bank in its role as mandated coordinating arranger on Hong Kong’s first ever Rmb syndicated loan. The multicurrency loan facility for China Automation Group was valued at US$50 million.

Woo Kwan Lee & Lo is well known in Hong Kong for its relationships with local Hong Kong companies, and its ability to advise on small to mid-size listings for companies in greater China. Partners Carmelo Lee, Catherine Yip and Annie Yiu recently represented Henderson Land Development in relation to its bonus issue of 429 million warrants.