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

The well regarded banking practice at Allen & Overy is leading across a range of matters, including pre-IPO financings, asset finance, real estate finance, and Chinese inbound and outbound investments. The firm’s banking team routinely receives major mandates from leading Chinese and international banks across the region. One client notes: “Allen & Overy has a very strong franchise in syndicated loans. It is a very well established firm and we have a longstanding, traditional relationship with it.”

Partners Vicki Liu and Joseph Tse are highly recommended.

Allen & Overy has also managed to maintain its excellent debt capital markets practice and buck the trend of magic circle firms in Hong Kong, which have been losing market share to their US counterparts. This is especially true of high yield work. One partner at a rival firm says: “Allen & Overy has really been able to ride the market. It has used its expertise to stay competitive in high yield as well as convertible bonds.”

Clifford Chance’s banking practice is known for its relationships with banks, and its ability to advise on banking transactions involving all levels of complexity. One partner at a rival firm says: “Clifford Chance is one of the largest and best teams in Hong Kong. Its relationships with international banks and the major Chinese banks in Hong Kong make it a go-to firm for advising on syndicated loan transactions.”

When it comes to syndicated lending work and cross border leveraged financings, partner Andrew Hutchins brings deep experience to the Hong Kong team. Experienced partner Anthony Wang also bolsters the banking practice with his background in syndicated loans, acquisition financing and projects work.

The banking practice at Latham & Watkins is especially strong and combines well with the firm’s project financing work across Southeast Asia. The team receives high praise from clients, with one noting: “The firm has outstanding knowledge. Not only is it professional, but it knows how to negotiate with the counterparty and be reasonable. It is innovative in that it’s able to do non-typical loans. And it can work 24 hours a day, around the clock.”

In one highlight deal that demonstrates the integrated nature of the firm’s banking and project finance practices, partners Joe Bevash and Stephen McWilliams advised the lenders in connection with the financing for the development of the power and mining facility components of the Hongsa Mine-Mouth Power Project in Lao PDR. The project loan is one of the largest ever raised solely on the Thai bank market, while the project is one of the largest power projects attempted in Asia outside of India. David Miles is also a leading banking partner at the practice.

Latham’s capital markets practice is strong on both the equity and debt sides.

Clients have high praise for co-head of Linklaters’ Asia Pacific banking and restructuring group Trevor Clark. “We rate Trevor Clark’s team very highly,” says one. “Their technical skills are excellent. They are highly approachable, high quality people. Linklaters is the team who is highly innovative in finding solutions to problems. It has people who are senior, experienced and at the leading of their game.”

Partner Thomas Ng is a leading lawyer in the firm’s banking practice. Meanwhile, banking partner David Irvine led a Linklaters team on the innovative Project Halo deal, which was one of the first internationally syndicated leveraged finance deals to close in Asia in 2011. The deal was also the first joint bank loan and high yield bond acquisition financing to be seen the region in years.

The Linklaters also advised Merrill Lynch, Goldman Sachs, Nomura and Standard Chartered Bank as arrangers on the leveraged financing for the acquisition of Hyva International by Unitas Capital and NWS Holdings.

Over the last year, Davis Polk has augmented its leading US and UK capital markets practices with the addition of a Hong Kong law practice and several leading partners. These include Bonnie Chan, Antony Dapiran and Paul Chow.

One partner at a rival firm says: “Davis Polk is really a firm to watch. It is leading the trend in Hong Kong of US firms coming and establishing a serious presence in the market and shifting the major capital markets work away from the traditional magic circle firms.”

With the debut of the firm’s Hong Kong law practice, Davis Polk’s capital markets partners recently advised underwriters Morgan Stanley, HSBC and Standard Chartered Bank on the US$142 million Hong Kong IPO of China Flooring Holding.

The firm also worked on several other high profile IPOs this past year, including those of Agricultural Bank of China and AIA.

Clients and peers in Hong Kong respect Freshfields for its capabilities on all types of lending transactions. This past year, the Hong Kong and Greater China teams were bolstered by the addition of experienced banking partner Howard Lam from Linklaters. Lam brings experience in project finance, banking, cross border debt restructuring and complex financing to the group.

While 2011 was a turbulent year for many magic circle firms, who were facing increased competition from their US peers, Freshfields’ capital markets practice remained competitive. The firm enjoys strong relationships with international banks, and is often seen acting for underwriters. One client says: “Freshfields is the biggest and best on the Hong Kong IPO side.”

This past year, the Freshfields team advised Samsonite as issuer on its Hong Kong IPO, which raised US$1.25 billion. The listing was seen as a bellwether for luxury brands choosing Hong Kong as an IPO destination.

Herbert Smith is known as a strong contender when it comes to China focused equity capital markets transactions. The firm’s leading project finance and energy and infrastructure practices are a strong source of mandates, as is the firm’s solid relationships with underwriters. One client says: “In terms of technical and professional ability, it is very good. It is a great adviser to our business. In fact, it has been our company’s legal adviser since we went public. We have a great relationship with each other.”

This past year, partners Tom Chau and John Moore led the Herbert Smith team advising the joint sponsors, bookrunners and lead managers on the US$22 billion Agricultural Bank of China A and H share listing, which was the world’s largest IPO when it hit the market. 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.

Partner Gary Hamp heads Hogan Lovells’ banking and finance team from Hong Kong. Clients have high praise for the banking practice after the firm’s recent merger. One client says: “Hogan Lovells came up in the rankings quite quickly and wasn’t even on our radar just a few years ago. But it is extremely responsive and we’re looking to do a lot more business with the firm. A number of partners I have dealt with elsewhere just delegate work to their associates. But I don’t get that feeling at all at Hogan Lovells. The firm tries way harder since it is smaller than the magic circle firms.”

Mallesons’ Hong Kong practice has grown from its early roots as a prominent Australian firm to a strong banking practice that frequently competes with the leading international firms in Hong Kong. Clients praise Mallesons for its ability to offer magic circle quality and attention at competitive prices. For banking work, one client says: “Mallesons was able to provide expertise on structured loan products, not just plain vanilla products. The lawyers we have used are generally very responsive and are able to provide prompt responses to our enquiries and requests.”

Clients have a particularly high regard for banking partner Steven Christopher. “He is very knowledgeable and hands on,” says one. “And he is able to think outside of the box and come up with innovative and practical solutions. He is a good negotiator and doesn’t get bogged down with counterparties on less important points.”

Mallesons’ banking team recently assisted a syndicate of banks that offered US$1 billion of funding for France’s Casino group on its successful bid for all of the Thai properties of the Carrefour retail chain. Mallesons is also known for its leading tier structured finance and securitisation practices.

Paul Hastings is known in the market for its prowess when it comes to real estate related transactions, and this has been a strong springboard for the firm’s banking work. Patricia Tan Openshaw and Brett King are key partners in the practice, with King also heading the banking team. Peers reserve special praise for King’s work. “If I were to make a list of the leading banking lawyers in Hong Kong and Greater China,” says one rival partner, “Brett King would be head and shoulders above the rest. He really is in a class by himself.”

This past year, the team advised ING Bank, Taipei Fubon Commercial Bank and Chinatrust Commercial bank in IK Investment Partners’ acquisition of Offshore Incorporations Group.

Paul Hasting’s capital markets team has also been picking up steam in the market, especially when it comes to real estate related equity work. Sammy Li is seen as an up and coming partner on the capital markets side.

The Hong Kong practice at Sidley Austin is strong for both debt and equity capital markets work. Because Sidley’s partners are well versed in Hong Kong, US and English law, the firm has the ability to advise on Hong Kong and overseas listings.

Clients have high praise for capital markets partner Constance Choi. One client says: “Constance is particularly good with urgent advice. If we need to reach her on Saturday, she can give advice right away in both English and Chinese. The team is all very timely and approachable.”

Another client comments on Sidley’s capacity for relationship building: “The firm always tries to build a long term relationship with us. It is always very good and gives sufficient attention to our deals.”

Leading partners Choy and Alex Lloyd recently represented ICBCI as placement agent and joint bookrunner for the US$70 billion offering of common and preferred shares by Petroleo Brasiliero (Petrobras).

Skadden is known in Hong Kong for its well established US, Hong Kong and English law practices, which give the capital markets team a comparative advantage over other US firms who are only just beginning to target Hong Kong IPOs. When it comes to advising Chinese companies on US offerings, one client says: “Skadden’s team is excellent. It is very experienced in terms of taking Chinese companies public in the US. It really drives the process. Not only did it know all of the key issues, but it was also generally the kind of excellent counsel that an in-house would look for. It is very solutions orientated and clearly problem solvers.”

In one highlight, the Skadden team represented Citigroup Global Markets Asia as coordinator and sponsor of the China Kingstone Mining US and Hong Kong duel listing valued at US$168 million. The Skadden team includes partners Dominic Tsun, Jon Christianson, Alec Tracy and Li-Chien Wong. Julie Gao is also a very highly regarded partner at the practice.

Known for its strategy of hiring leading quality partners who are capable across a range of practice areas, Slaughter and May’s relatively small capital markets practice in Hong Kong often punches above its weight. As one client notes: “Its partners give capable and intelligent advice.” A partner at a rival firm adds: “Not everybody can get the firm, but everybody wants it.”

This past year, Slaughters’ capital markets team represented Prudential on its listing, which was the first time that a company had been simultaneously listed in London, New York, Hong Kong and Singapore.

Leading partners Benita Yu and Laurence Rudge also recently advised Italian luxury goods manufacturer Prada on its US$2.14 billion Hong Kong IPO. Prada was the first Italian company ever to list in Hong Kong, and the deal was watched in anticipation of more luxury brands listing in the future.

Baker & McKenzie is particularly well known in Hong Kong’s banking market for its ability to navigate the Chinese market and advise on cross border transactions. Clients praise the firm for its accessibility and competence. “Its level of knowledge and expertise is good and up to date when it comes to legal and regulatory changes in China, which is where the majority of our business is derived from,” says one client. “We have easy access to different levels within the firm when we need to get clarification on issues that arise.”

Partners Andrew Lockhart and Barry Cheng are co-heads of Bakers’ Greater China banking practice. This past year, partner Stephen Eno represented Standard Chartered Bank on a US$400 million loan facility to Wealthy Joy & Follow International.

Known for its strong relationships with the Hong Kong branches of international banks and local Hong Kong and PRC clients, Mayer Brown JSM often works on mid-sized equity capital market transactions. The firm is appreciated by clients for its genuine knowledge of the Hong Kong and China environments, and is staffed with a critical mass of bilingual and dual-qualified partners and associates.

One client says: “The firm is very knowledgeable, very experienced and very flexible. It is good in cases relating to China exposure of Hong Kong companies. The firm has been very innovative.”

This past year, Mayer Brown JSM’s banking team represented Hang Seng Bank in Hong Kong’s first Rmb syndicated loan. The US$50 million multi-currency facility was for integrated solutions railway signalling provider China Automation Group.

Irene Lau and Allan Yu are leading partners in the practice.

Norton Rose offers a multijurisdictional banking team that enjoys long term relationships with state-backed Chinese financial entities. This past year, the firm advised clients such as Citigroup, Credit Agricole, ICBC, HSBC and Bank of China on high level syndicated loans.

One client says: “The firm has a strong practice. We use it for structured finance projects and cross border transactions and it is adaptive to both.”

Partner Davide Barzilai recently advised Bank of China on a secured loan facility of up to US$180.5 million for financing an LNG vessel needed to transport LNG from loading facilities in Bintulu, Malaysia to a Shanghai LNG terminal. Partner Chris Redden also represented a syndicate of 20 banks on a US$5 billion loan to the Sinopec Group last year. Sun Hong, Nigel Ward and Wang Yi are also leading lawyers in the practice.

The capital markets team at O’Melveny & Myers is known for its ability to advise PRC clients on their US listings. The firm also has a strong regulatory practice that benefits capital markets clients and is headquartered in Washington, DC.

This past year, O’Melveny advised Zhongpin on its US$70.5 million Nasdaq follow-on public offering.

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.

Shearman & Sterling bolstered its capital markets offerings this year with the addition of partner Shuang Zhao, who will bring Hong Kong law capability to the firm. Already strong on the US law side, the firm’s Hong Kong law practice will allow it to be more of a one sleading shop for clients.

“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. It is extremely responsive on offerings and, as every hour counts, that is pretty impressive.”

Known for its leading US equity capital markets practice, Simpson Thacher is soon to gain Hong Kong law capability with the addition of leading partner Celia Lam from Linklaters and Christopher Wong from Freshfields. The major hires should allow the firm to grow and compete with the many other US firms who are adding Hong Kong qualified partners.

This past year, the capital markets team advised underwriters Goldman Sachs on Youku.com’s US$233.3 million NYSE IPO.

The year 2011 was one of change for Sullivan & Cromwell, as it launched its Hong Kong law practice with the hiring of capital markets partner Kay Ian Ng and counsel Gwen Wong. Sullivan & Cromwell has always been known for its quality work on US IPOs for Asian companies, but the new Hong Kong law practice should greatly allow the firm to expand its offering to clients.

White & Case has been strong on the banking side this past year, largely as a result of the firm’s close relationship with China Development Bank. “White & Case has grown and expanded its banking team this past year,” says one peer.

Partners John Hartley and Baldwin Cheng recently advised Deutsche Bank, Macquarie Capital, UBS and DBS Bank as joint mandated lead arrangers and joint mandated bookrunners on the financing for MMI Precision Technologies’ acquisition of Intri-Plex Technologies. Partner John Shum is also known as a leading lawyer at the firm.

Deacons’ Hong Kong capital markets practice focuses on representing local Hong Kong and Chinese companies on their Hong Kong listings. Last year, partner Ronny Chow represented BNP Paribas and other underwriters on the listing of Huiyin Household Appliances on the HKEx.

DLA Piper completes a large volume of small to mid-sized equity capital markets deals in Hong Kong, and is known for its ability to work with Hong Kong and Chinese companies. Partners Stephen Peepels and Esther Leung are co-heads of the firm’s Asia capital markets team.

In 2010, the team represented LG Display as borrower and issuer in relation to a US$600 million financing arrangement, which comprised a US$350 million offshore floating rate note facility and a US$250 million onshore term loan facility.

The capital markets practice at Fried Frank covers US, UK and Hong Kong law. The team receives solid feedback from clients when it comes to its knowledge of the local Hong Kong banking and finance scene. One client says: “The firm has good relationships with all of the major banks in the region. We think its experience enables it to understand a client’s commercial needs and expectations very well, and respond and advise accordingly.”

The Fried Frank capital markets team recently represented China Liansu Holdings on its US$250 million global offering of ordinary shares.

Woo Kwan Lee & Lo has good relationships with local Hong Kong companies, which it often represents on capital markets transactions. This past year, partner Carmelo Lee and her team represented Henderson Land Development Company in connection with a major warrant issue.

Morrison & Foerster

The equity capital markets practice at Morrison & Foerster has US and Hong Kong qualified partners. The capital markets team has a comparative advantage in dealing with Hong Kong’s Securities Futures Commission as three members of its Hong Kong team previously worked at the SFC. Partner Stephen Birkett previously served as the SFC’s senior director of corporate finance. The practice will be hoping that the arrival of former Herbert Smith partner John Moore later this year leads to more instructions from investment banks.