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

The Hong Kong M&A team at Clifford Chance is well respected by peers in the market, and the firm’s global relationships with leading banks and multinationals is the source of many major mandates. One partner at a rival firm notes: “Clifford Chance gets so many of the leading M&A deals. The firm just has a leading reputation.”

When it comes to feedback from clients, Asia M&A head Roger Denny receives many compliments. “Denny has a great bedside manner,” says one client.

The leading finance practice at Clifford Chance enjoys a reputation as the go-to experts for finance related M&A work. Roger Denny recently led a firm team that represented Rabobank on its US$250 million investment in the largest IPO in world history, for Agricultural Bank of China.

As a leading magic circle firm with leading international relationships, Freshfields’ strong international M&A brand allows its Hong Kong team to take part in major global acquisitions and take-private transactions. One client says: “Freshfields has quality partners and better global coverage compared to similar firms. It is really able to handle the bigger transactions.”

In a recent deal, the M&A team represented Chinese state-owned nuclear power company China Guangdong Nuclear Power Corp in its acquisition of Meiya Power Company from Standard Chartered Private Equity and Noonday Asset Management. The firm also has teams in London and Hong Kong presently representing a consortium of investors, led by Hong Kong listed Cheung Kong Infrastructure Holdings, on its £2.4 billion proposed cash acquisition of UK listed Northumbrian Water Group.

Clients appreciate Linklaters for its leading technical prowess, its relationships with Chinese and international financial institutions, and its ability to foster good relationships with clients. One client says: “Linklaters is our go-to lawyers for international transactions. The firm is technically superb, very commercial and has a grip on the important issues. It also has a passion for giving the right advice to clients. The firm leaves no stone unturned.”

In a highlight private equity-related M&A transaction, partner Keith Johnson advised Lone Star in the sale of its KRW4 billion (US$4.7 million) 51% interest in Korea Exchange Bank (KEB) to Hana Financial Group. As this was the third time that Lone Star had agreed to sell its interest in KEB, the sale generated a huge amount of media attention.

A tier one firm in many finance related practice area, Skadden also stands out as a leading M&A practice in Hong Kong for its ability to handle complex transactions. Partner Nick Norris is well known in Hong Kong and widely respected. “We find Nick very good with regards to his knowledge,” says one client. “Usually, if we have a question, we brainstorm with him on solutions. His expertise and experience is very good.”

A partner in a rival firm says: “Nick Norris is really intelligent and always keeps a calm demeanour, even in the most difficult situations. He’s just really, really good.”

In 2010, Skadden’s M&A team represented Goldman Sachs as financial advisers to ICBC in its US$1.4 billion privatisation by way of a scheme of arrangement.

As Asialaw Profiles went to press, Nick Norris had resigned from Skadden and is due to start at Kirkland & Ellis in Hong Kong later this year.

A rising presence in the region, Allen & Overy’s M&A team in Hong Kong and greater China has been gaining momentum with a series of leading mandates. “The firm has really put together a strong team this year,” says one partner at a rival firm. “It is really becoming even more of a presence.”

Clients also seem pleased with A&O’s robust M&A offering. “It is a very professional team and it has good coordination across its offices,” says one client. “The firm gives aggressive advice but also reasonable suggestions. I give it the highest rating for professionalism.”

The firm’s team was recently boosted by the relocation of experienced M&A partner Chris Swift from its Tokyo office.

This past year, A&O’s M&A partners represented Starr International on its strategic investment into China’s Dazhong Insurance after one year of negotiations.

Davis Polk & Wardwell’s M&A practice has a strong pipeline of mandates derived from its relationships with leading private equity clients and international corporations. The firm also has a great reputation advising Chinese companies on outbound work.

One client says: “The firm’s quality is quite good. It is very familiar with US securities law, especially sensitive issues, and it takes a thoughtful view. The firm is very aware of clients’ considerations and concerns and take this into account. It gives you advice, and you then don’t need to go back and check on the law.”

Davis Polk’s capital markets team recently represented Stable Investment Capital and CITIC Capital in relation to their acquisition of a stake in China Lumena New Materials.

The Greater China M&A practice at Herbert Smith is recognised for its relationships with energy and natural resource companies, from which the team receives many major mandates. However, the firm advises clients on M&A deals across a diverse range of sectors.

Partner Karen Ip and her team are especially well regarded by clients. One client says: “The firm is very good, and has always been very responsive. In high pressure deal scenarios, where we need something not now but yesterday, it always come through for us.”

Another client says: “We have access to Karen all the time, any time. She is very clear, and I’m happy to say that there is very little ‘lawyer speak’. We always get to the point and what she tells us is in plain English, and Cantonese too!”

This past year, the M&A team represented China Shenhua Energy on its Rmb8.7 billion (US$1.3 billion) acquisition of a number of mining companies and assets from Shenhua Group.

Latham & Watkins’ M&A team benefits from the firm’s strong regional project finance practice and relationships with leading banks, energy companies and natural resource. Lathams’ partners often advise on both inbound and outbound M&A deals.

In a highlight deal this year, the M&A team represented Repsol YPF on its strategic alliance and joint venture with Sinopec to develop projects by Brazil’s third largest oil producer Repsol Brasil. The US$17.8 billion transaction established one of Latin America’s largest energy companies. Partners Kenneth Chan, Rowland Cheng and Tim Gardner are all leading lawyers in the practice.

Norton Rose has been increasing its presence on Hong Kong M&A deals of late. “Norton Rose really does get some big deals,” confirms one partner at a rival firm. “It should be up in the leading tiers of the market.”

This past year, corporate partner Charlotte Robins joined the firm’s Hong Kong office. Robins brings over 10 years of experience (mainly in China) in corporate law to the M&A team, and has a particular focus on financial services regulatory and licensing matters across Asia.

In one highlight deal this year, Hong Kong partner Richard Crosby and Beijing partner Tom Luckock advised Challenger Emerging Markets Infrastructure Fund (EMIF) on its Rmb238 million (US$39 million) acquisition of a 40% interest in six raw water, water supply and wastewater treatment plants along China’s eastern coast.

Andrew Abernethy, Richard Crosby and Shaun McRobert are all leading M&A partners.

The M&A team at Shearman & Sterling is known for its ability to execute complex US law deals. Key partner Paul Strecker receives high praise from clients. “He was our point person for our deal and he did an exceptional job of harnessing the firm’s resources and getting a successful transaction done,” says one client. “We were very satisfied with the firm’s knowledge, expertise and innovation in being able to solve issues. It had had specialist teams to handle M&A, multi-jurisdictional taxation, employment issues, public disclosures and fund specialists.”

In 2010, Shearman’s Hong Kong M&A team represented Mascot Land and its shareholders in the sale of HK$3.36 billion (US$430 million) of shares to a Hong Kong listed company.

While Simpson Thacher’s capital markets prowess is undisputed, the firm enjoys a growing presence in the M&A space. Clients have high praise for the partners in the M&A team. “They are outstanding across the board,” says one client. “These guys pretty much worked on every M&A we looked at. The people are very talented lawyers and the best in their field, in terms of subject matter knowledge. They have a clear strategy that’s relevant and important to me as a client, and they are very flexible when thinking through stuff and getting to an outcome. I had a very positive experience working with them. It is simply the best team I have ever worked with.”

Partner Kathryn King Sudol recently led a firm team representing Primus Pacific Partners in the sale of its 4.5% stake in China Life Insurance. Shaolin Luo and Douglas C Markel are also leading lawyers in the practice.

Slaughter and May’s small team of highly skilled specialists is well connected in the Hong Kong market and can advise on both local and cross border deals. The firm’s longstanding relationships with leading Hong Kong companies, such as Standard Chartered, Swire and MTR, create a solid pipeline of high profile mandates.

One client says: “Slaughter and May gives capable and intelligent advice. It doesn’t have the largest international or regional network in Asia, but the Hong Kong staff are a safe pair of hands for important deals.”

In one highlight deal, Slaughters’ M&A team advised CICC Hong Kong Securities as financial adviser to China Uranium on its proposed subscription for new shares in HKEx listed Vital Group Holdings.

Baker & McKenzie is known for its prowess on cross border transactions and the language skills of its partners. One client says: “The firm is experienced in the field and is able to provide practical solutions. It has good communication skills and language advantages over other firms. It also has rich resources, a proactive approach and excellent follow-up.”

Partners Nancy Leigh and Dorothea Koo recently advised SEEK on its acquisition of a US$204 million, controlling stake in well known recruitment website Jobs DB from JDB Holdings.

This past year was full of positive changes for Cleary, as experienced partner Freeman Chan joined the firm from Norton Rose to develop a Hong Kong law practice. Mike Preston was also promoted this year, and his experience on cross border private equity and M&As should make him a valuable asset.

One partner at a rival firm says: “Cleary is really getting stronger in the market with the addition of its Hong Kong law practice. It has really got a growing presence. Its cross border Korean practice is also particularly strong.”

This past year, the firm represented Hong Kong based ASM Pacific Technology on its acquisition from Siemens of Siemens Electronic Assembly Systems.

Known for its good relationships in Hong Kong and its ability to advise on cross border deals, Hogan Lovells’ M&A team has been receiving praise from clients.

“On advisory and risk quantification work, Hogan Lovells has always been really good,” says one client. “In an unfamiliar jurisdiction, it gives a good degree of guidance. We’ve received strong support from its team on complex matters which it has turned into actionable advice. It has helped us to understand the constraints and conditions we’re operating in.”

In 2010, Hogan Lovells’ M&A partners advised Hong Kong listed Mascotte Holdings on its US$150 million stake acquisition of Taiwan based photovoltaic cell manufacturer Sun Materials Technology.

Leading M&A lawyers at the firm include Jamie Barr, Terence Lau, Thomas Man and Andrew McGinty.

Respected for its relationships with Hong Kong companies, and its deep understanding of Chinese and Hong Kong law, Mayer Brown JSM has a robust practice that advises both domestic and international companies on M&A matters. Clients have high praise for veteran M&A partner Martin Robertson in particular. “Robertson brought unrelenting yet harmonious skills to the negotiation table,” says one client. “We could not have finalised the joint venture agreement under favourable terms without him. He was always accessible, by telephone or email, armed to the teeth, and ready to go to war. His legal judgment and business acumen are beyond reproach. He is truly brilliant.”

Other leading lawyers in the practice include Stephen Bottomley, Ian Lewis, Martin Robertson, Derek Tsang and Patrick Wong.

Orrick is known in Hong Kong for being a US firm that provides a one stop shop for clients. The firm’s historic connections with Silicon Valley mean that it is often seen on major cross border deals involving tech companies. The firm recently represented B&L Motor Holding in its Rmb1.1 billion (US$170 million) equity sale to a subsidiary of leading Chinese automobile dealer Zhongsheng Group Holdings.

Known for its strong relationships with companies and banks in real estate and construction-related matters, Paul Hastings’ M&A team receives a significant number of mandates from that sector. The team is equally strong in handling greater China outbound and inbound acquisitions.

Specialist David Blumenfeld is often praised by clients, with one saying: “We’ve been with Paul Hastings and David for five years, and we remain as a client because it is the best international law firm in China. It understands what the Chinese law says and knows how to get things done.”

Other leading M&A lawyers at Paul Hastings include Raymond Li, David Livdahl and Roger Peng.

A leader in both private equity and TMT sector deals, Paul Weiss has continued to advise on major mandates despite its relatively small size. The firm recently completed a decade of negotiations when it advised on the high profile Disney joint venture in Shanghai for the creation of Shanghai Disneyland. Jeanette K Chan is a leading M&A partner.

The M&A team at Sidley Austin is often seen on cross border deals, and has a pipeline of mandates from its leading fund formation and capital markets practice. One client notes: “I strongly prefer working with Sidley over other firms in China, and I would certainly recommend the pratice. We work with it on general corporate matters and joint venture work in China, as well as certain commercial agreements. It is always very responsive and detailed.”

In 2010, partner Constance Choy advised China New Network in its proposed HK$4.98 billion (US$639 million) placing and acquisition of the whole of the equity interest in Leading Match Holdings from Wealth Grange Holdings.

Clients praise partners Michael DeSombre, William Chua and the general M&A capability on offer at Sullivan & Cromwell.

“We’ve worked with Michael DeSombre’s team in Asia for more strategic transactions,” says one client. “He is a very good negotiator and looks after our interests. The team is very dedicated to business demands, and we were really glad to work with it.”

While not one of the largest firms in Hong Kong, Sullcrom is known for doing quality work. DeSombre recently led a firm team advising Goldman Sachs on its proposed acquisition of the 55% outstanding shares in Australian joint venture Goldman Sachs & Partners Australia.

In the past few years, Weil Gotshal has been heavily investing in developing its pipeline of M&A deals from leading private equity clients. “On the experience level, the firm is very good,” says one client. “Sometimes it exceeds its role in helping a client. It is very responsive to clients’ needs.”

The M&A partners are representing General Electric in its joint venture formation agreement with Chinese state-owned aircraft producer Aviation Industry Corp.

Akiko Mikumo, Anthony (Tony) Wang and Steven Xiang are all leading partners in the practice.

A well established US firm that is relatively new to the Hong Kong market, Bingham McCutchen has been establishing itself in the M&A space. This past year, the M&A team represented Yorkville Advisors on its equity line facility investment in Hong Kong listed Zhongda International Holdings. Matthew Puhar is a leading partner.

Deacons is known for its strong relationships with Hong Kong companies and individuals. Partner Ronny Chow heads the M&A practice, which often works for local companies or advises multinational organisations with their Hong Kong inbound acquisitions.

This past year, a Deacons team represented Nasdaq-listed printed circuit board manufacturer TTM on its HK$4.04 billion (US$513 million) acquisition of the printed circuit board business of Hong Kong listed Meadville.

The M&A team at DLA Piper is known for being able to handle a large volume of small and mid-sized deals for local Hong Kong and Chinese companies doing cross border work.

The firm receives strong praise from clients. “We have instructed DLA on acquisition work and it has rich knowledge in this regard,” says one client.

DLA Piper recently represented Sinom Investments on the sale of 60% of its equity in Hong Kong incorporated Asia Iron to Chongquing Chonggang Minerals Development.

Known for its ability on Australia-China cross border M&A work, Minter Ellison is building upon its comparative advantage in this market. The firm’s M&A team was bolstered this year with the addition of partners Barbara Mok, Katherine U and Anne Ko from Jones Day.

The firm receives high praise from clients. One client notes: “[The M&A team] is very good. It has a good commercial grasp of issues and puts in place practical solutions to meet commercial needs. We’ve worked with both its Hong Kong and China teams, and it has good regional and international capacity to provide for our needs. We previously worked with partner Yiyi Woo at another firm, but then worked with her at Minters in China after that. It worked out!”

Morrison & Foerster’s M&A team benefits from its long term experience in China and its strong presence in Tokyo. The US firm often acts on mandates involving cross border work between greater China and Japan.

In one highlight deal, Morrison & Foerster represented Kirin Holdings on its US$400 million beverages joint venture with China Resources Enterprises. Leading lawyers include Charles Comey, Paul McKenzie, Gregory Tan and Sherry Xiaowei Yin.

O’Melveny & Myers is often instructed by M&A clients such as AMD, Apple, China Development Bank, Deutsche Bank, Escada, General Mills, Goldman Sachs, Honeywell and Westinghouse. The firm offers capability in both US law and Hong Kong law.

Clients praise O’Melveny’s M&A partners for their innovation and willingness to meet client needs. “They are willing to throw out structures that are new in the market,” says one client.

Woo Kwan Lee & Lo has strong links with local companies and individuals in Hong Kong, for whom it routinely advises on M&A deals. Last year, the M&A team advised COSCO International Holdings in connection with obtaining a disposal mandate for its entire stock in Sino-Ocean Land Holdings.

Kirkland & Ellis

From the springboard of a strong private equity base, Kirkland & Ellis is building its M&A capability in the region. Clients have high praise for the work of partner Xiaoyang Li. “He is a wonderful resource,” says one. “He has a number of years of experience and has an extra dimension to his advice. He is a great on-the-ground resource.”

Proskaur Rose

A relatively new entrant on the Hong Kong scene, Proskauer Rose is developing a footprint in the market through its private equity practice. The firm recently gained a Hong Kong law capability, which greatly expands its offering for clients.