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

Baker & McKenzie’s banking and finance team is widely regarded as one of the leading practices in Taiwan. Representing international banks, finance companies and corporate borrowers on all banking and finance related matters, the team enjoys an excellent reputation in the market.

One client says: “Baker & McKenzie has strong and in-depth worldwide capabilities that have helped us to successfully process and complete international deals.”

The banking team assisted Taiwan Cooperative Bank and a group of lenders in relation to a US$262 million loan granted to the Export-Import Bank of Korea (KEXIM Bank). This represented the first time that KEXIM Bank had raised funds in the loan market in Taiwan.

The M&A practice represented Taiwan chip designer MediaTek on its acquisition of Ralink Technology, a global technology leader in wireless home networking and broadband access.

Another notable highlight was advising EQT Greater China II in relation to its acquisition of Gala TV. The two practices combined to provide legal due diligence, preparation of the sale and purchase agreement and subsequent Investment Commission applications.

Chen & Lin is especially adept in advising large corporations on takeovers or acquisitions. The firm is experienced in all aspects of foreign investment, and advises on contract negotiations with government agencies on corporate formation and registration procedures.

The past year saw Chen & Lin advising Wealth Media on its NT$52.4 billion acquisition of Kbro Co, which is the largest multiple system operator in Taiwan in terms of number of subscribers.

Another deal highlight saw the firm advise United Microelectronics Corporation on its purchase of certain machinery and equipment from MOS Art Pack Corporation.

Formosa Transnational’s M&A practice has “built a strong reputation in advising on cross border M&A transactions”, says a client. The team has an “array of outstanding practitioners, notably Delphine Chen”, adds a rival partner.

Formosa Transnational possesses knowledge and experience on cross border mergers and acquisitions, and provides effective services to domestic and foreign clients in this area.

The firm advised a leading US high-tech company on its US$26 million acquisition of a company.

Formosan Brothers has built a strong base of foreign clients, for whom it regularly counsels on term and syndicate loans, project finance and international financial planning.

The firm’s M&A practice continues to prosper on cross border transactions, while its “work with international law firms has been highly recognised”, says a rival partner.

The firm assisted a US private equity firm in acquiring children’s musical schools in Taiwan and China. The team provided comprehensive services including advice on capital restructuring, corporate reorganisation and tax planning.

Jones Day is “a global firm with good suggestions based on global standards. It is good at advising on Taiwanese law, and can provide both domestic and international law perspectives.”

The banking team represented Cathy United Bank as lead arranger on a syndicated term loan for financing the acquisition of Television Broadcasts by the borrower Young Lion Acquisition.

Managing partner Jack JT Huang “sets milestones on M&A deals”. One of the best M&A lawyers in Taiwan, Huang is referred to by clients as “the Dean of M&A in Taiwan”. He led a team advising TSRC in its US$168 million acquisition of Dexco Polymers, a joint venture between Dow Chemical and ExxonMobil Chemical.

Another notable transaction was advising Yulon Motor in connection with its joint venture with Dong-Feng Motor to form a new company, Dong-Feng-Yulon Motor, to market Luxgen branded cars in China.

LCS & Partners has been commended for its ability to support clients throughout Southeast Asia. “LCS has no problem supporting a deal when the issues involve Japanese, Chinese and offshore matters.”

The firm’s M&A practice is an integrated, interdisciplinary practice with experts in corporate finance, competition, foreign investment and China investment and compliance.

Led by Rich Lin and Victor Chang, the practice has earned the respect of clients and peers with each stating they have enjoyed working with the firm because “throughout the transaction, it is dedicated and responsive” and “has demonstrated its ability in finding solutions.”

A notable highlight last year was advising TPK Holding on the largest foreign company IPO in Taiwan. This NT$2.24 billion transaction was heavily over-subscribed.

Lee and Li retains its top tier status, continuing its market leading advice on banking and financial laws and regulations in Taiwan.

M&A practice leader Sherry Lin is “a very talented practitioner”, and is renowned for her “problem-solving ways for both public and private companies, helping to make projects successful”, says one client.

The highlight for the banking team was its representation of eight Taiwanese financial institutions on the refinancing of two syndicated loans to Taiwan High Speed Rail Corporation. This US$12.73 billion deal was the largest syndicated loan in the history of Taiwan.

In response to the growing economic ties between Taiwan and China, the team has introduced banking services in China by setting up representative offices, branches or subsidiaries. The firm advised MBK Partners in reaching an agreement with Wang Chung Broadband Media to sell the shares of China Network Systems and 11 cable system operators in Taiwan for a cash consideration of US$2.4 billion.

Although not as deeply resourced as other firms, “Lexcel Partners still has extensive experience in the financial industry”, says one client, “and has capable teams to deal with cross border related joint ventures, merger and acquisitions, and other projects”.

The firm’s extensive knowledge and expertise has consistently facilitated successful corporate M&A transactions. The firm frequently advises on relevant corporate and investment matters, handling applications for investment permits, company registrations and share acquisitions.

A notable deal highlight for the firm saw it advise MBK in transferring the whole ownership in Gala TV Corp to EQT at a consideration of US$193 million by common share transfer and special share redemption.

Russin & Vecchi is renowned for its large share in the jurisdiction’s banking and finance market. The team is particularly strong in acting for syndicated lenders on debt financing transactions.

The team also advises on derivatives and securities deals for international banks and financial institutions. One client says: “The team’s banking analysis is usually easier to be accepted by our colleagues.”

Led by Thomas McGowan, Russin & Vecchi has enjoyed a busy transactional year. One rival partner was particularly complimentary about fellow partner Echo Hsu. “Hsu is an established and well regarded capital markets practitioner, and is a great addition to any team.”

Tsar and Tsai Law Firm is experienced in representing investment banks and state owned banks, as well as other domestic and international financial institutions. The firm reviews proposed credit and security documents for their validity and enforceability under Taiwanese law.

The firm assisted International Lease Finance Corporation, Barclays Bank and Bank of Scotland on an aircraft refinancing project involving two aircraft leased by a Taiwanese airline operator.

In January 2011, the team successfully assisted 3M Company to acquire the tape-related assets of Alpha Beta Enterprise, a leading manufacturer of box sealing tape and masking tape headquartered in Taiwan.

Concluding a strong year for the firm, the M&A team successfully assisted ON Semiconductor on its acquisition of the semiconductor business of Sanyo for approximately US$366 million.

Lee Tsai & Partners

Lee Tsai & Partners advised Deutsche Bank, as administrative agent to the secured parties on a US$810 million credit agreement, on amendment of the agreement and the continuation of the pledge of shares of the borrower’s subsidiary. The firm has comprehensive experience on banking deals, including advising on Singapore Power Group’s syndicated loan, Marubeni Group’s syndicated loan, and on financial derivative deals.

Lin & Partners

Lin & Partners is known for providing legal advice, in connection with consumer banking, credit cards and e-banking, to many multinational banks and their Taiwan branches. The firm assisted Credit Suisse in obtaining mandatory approval from regulators to issue offshore structured financial products. Another notable transaction involved representing a Taiwanese IC design company that was being acquired by a Chinese power controller manufacturer.

Orrick Herrington & Sutcliffe

Orrick Herrington & Sutcliffe advised on the first Nasdaq IPO by a Taiwanese LED manufacturer. The SemiLEDs Corporation listing was valued at US$102 million. Orrick is one of the few international law firms with a dedicated Taiwanese practice that provides advice on sophisticated, cross border transactions. The firm understands Taiwanese business culture as well as US-style deal making techniques.