The Legal 500

Baker & McKenzie’s ‘deep team can cover all the issues related to an M&A deal’. Bee Chun Boo headed the group advising CNOOC International on the $7.06bn acquisition by Bridas Corporation of BP’s 60% interest in Pan American Energy, and Marco Marazzi led the team acting for AXA on the sale of its 15.6% stake in Taikang Life to Goldman Sachs and Government of Singapore Investment Corporation, one of the largest transactions in the PRC financial industry in recent years. Hong Kong-based Dorothea Koo, Nancy Leigh and Tracy Wut are recommended. Wut is noted for pharmaceutical and healthcare transactions; Shanghai managing partner Danian Zhang and Howard Wu are also key figures; and in Beijing, Stanley Jia is a leading individual. Clients praise the ‘impressive legal knowledge, attention to detail and negotiation skills’.

Freshfields Bruckhaus Deringer saw its Hong Kong managing partner Kay Ian Ng leave for Sullivan & Cromwell LLP, its Beijing managing partner Antony Dapiran exit for Davis Polk & Wardwell LLP’s new Hong Kong practice and Beijing head Christopher Wong join Simpson Thacher & Bartlett LLP. Nonetheless, peers and clients still regard the firm as a ‘top-flight M&A shop’. Hong Kong-based China chairman Teresa Ko’s experience includes advising Anheuser-Busch Inbev on the sale of its stake in Tsingtao Brewery to Japan’s Asahi Brewery for $667m; and Beijing managing partner Melissa Thomas acted for BNP Paribas and International Finance Corporation on their proposed investments in one of the first joint venture fund management companies to be established in China.

Linklaters ‘represents very good value for money’. The practice experienced some movement, with Robert Cleaver relocating to Hong Kong from London, Andrew Mackie returning to London from Hong Kong, former Beijing office head Paul Chow leaving for Davis Polk & Wardwell LLP’s Hong Kong office and Teresa Ma moving to Shanghai to head the office. The practice acted as legal counsel to Credit Suisse in relation to Shenzhen Development Bank’s independent directors’ proposed acquisition of 90.75% of the shares held by Ping An Insurance (Group) in Ping An Bank. Hong Kong-based Keith Johnson heads up the M&A practice in Asia; Johnson is ‘one of my favourite lawyers worldwide. He is experienced, astute, non-nonsense and creative’. Also in Hong Kong, Christopher Kelly, Betty Yap and Samantha Thompson are key lawyers; Shanghai-based Simon Poh is an M&A specialist and Jian Fang is well regarded.

From offices in Beijing, Shanghai and Hong Kong, Shearman & Sterling LLP is ‘a go-to US firm’ for sophisticated and complex M&A transactions in China. The team represented the Special Committee of China Security & Surveillance Technology in a potential going-private transaction. The group also represented the Independent Committee of Chemspec International, a China-based contract manufacturer of engineered specialty chemicals in a proposed going-private transaction and represented Sanofi-aventis in the $520.6m acquisition of BMP Sunstone Corporation, a specialty pharmaceutical company operating exclusively in China. Lee Edwards is the China managing partner. Edwards has extensive experience in M&A and foreign direct investment transactions. Beijing-based Ling Huang is also a key practitioner. Huang has represented Chinese and multinational corporations in cross-border M&A transactions and is noted for her advice to leading Chinese companies, including state-owned entities.

Skadden, Arps, Slate, Meagher & Flom LLP’s ‘strong local team with direct US M&A experience is extremely helpful on deals’. The practice represented Sinopec as US counsel in its $2.5bn acquisition of a 55% stake in Sonangol Sinopec International (Cayman Islands), representing Sinopec’s first acquisition of overseas upstream assets. Beijing partners Jon Christianson and Peter Huang are key contacts; and Gregory Miao is Shanghai head. In Hong Kong, Edward Lam and Jonathan Stone are well respected; and the ‘honest and easy to work with’ Alec Tracy has ‘good breadth of experience across China and Southeast Asia’. Nicholas Norris and Dominic Tsun left for Kirkland & Ellis LLP.

Allen & Overy LLP is particularly strong in the FIG, energy and natural resources, life sciences, industrials, real estate and TMT sectors. The practice advised China Petroleum & Chemical Corporation on its first acquisition of overseas upstream assets. The Hong Kong practice gained partner Chris Swift, who relocated back from Tokyo, and Gary McLean moved from London to Hong Kong to head the Asia Pacific corporate team. Shanghai and Beijing-based Victor Ho, Shanghai partner Richard Kim and Shanghai managing partner Ji Zou are recommended. Peter Thorp moved to the Paris office, and Hong Kong-based Joseph Tse assumed management responsibilities for Beijing and Shanghai.

Clifford Chance LLP is known for financial services sector transactions, is particularly active in the mainland China healthcare, consumer goods and retail industries, and saw an increasing prevalence of cross-border, intra-Asia and China outbound M&A activity, focused predominantly within the natural resources, infrastructure and energy sectors. Key matters included advising Temasek on its acquisition of all of the nil-paid rights from Bank of America Corporation to subscribe for 1.79bn H shares of China Construction Bank as part of its RMB61.6bn rights issue, and advising Royal DSM in relation to the formation of a global joint venture with Sinochem Group. Hong Kong-based Asia M&A head Roger Denny is ‘brilliant’; Beijing partner Terence Foo leads the private equity practice in mainland China; and Shanghai partner Emma Davies advises on inbound M&A transactions, and leads the Asian healthcare and life sciences practice.

Latham & Watkins LLP acted in Repsol YPF’s headline sale of a significant interest in Repsol Brasil to China Petrochemical Corporation in order jointly to develop the projects of Repsol Brasil, creating one of Latin America’s largest energy companies. Shanghai-based partner Rowland Cheng continues to develop his inbound and outbound China M&A profile; in Hong Kong, recently promoted partner Timothy Gardner, Cathy Yeung, Simon Berry and Stanley Chow are recommended. Beijing-based partner Allen Wang is well regarded. Hong Kong-based David Zhang left for Kirkland & Ellis LLP.

Simpson Thacher & Bartlett LLP represented Focus Media Holding, China’s largest lifestyle community digital out-of-home media company, in its acquisition of an approximately 15% stake in VisionChina Media, one of China’s largest out-of-home digital television advertising networks on mass transportation systems. Beijing partners Douglas Markel and Shaolin Luo, and Hong Kong-based Kathryn King Sudol are recommended.

Sullivan & Cromwell LLP advised The Bank of East Asia in the sale of its 80% interest in The Bank of East Asia (US) to Industrial and Commercial Bank of China, marking the first proposed acquisition of a US bank by a Chinese bank since the BHC Act was amended by the Foreign Bank Supervision Enhancement Act of 1991. Hong Kong and Beijing-based Chun Wei and William Chua are widely praised. In Hong Kong, Michael DeSombre is recommended.

White & Case LLP advised Industrial and Commercial Bank of China on its groundbreaking acquisition of an 80% interest in The Bank of East Asia (USA) National Association, which, subject to regulatory approvals, means that ICBC will become the first Chinese bank to own a commercial bank in the US. The practice also acted for GMR Group in the headline $1.2bn sale of its 50% stake in the global power generation company InterGen, marking the largest cross-border M&A transaction between India and China to date. Shanghai partner John Leary is ‘a strong lawyer’. In Beijing, overall China practice head Xiaoming Li and Vivian Tsoi are recommended.

Davis Polk & Wardwell LLP welcomed Antony Dapiran from Freshfields Bruckhaus Deringer, where he was Beijing managing partner; and Paul Chow joined from Linklaters, where he managed the Beijing office. The practice advised Warburg Pincus on its acquisition of a majority equity interest in Beijing Fanhua Datong Investment Management, a company primarily engaged in the distribution of life insurance products in China. Hong Kong-based Asia head William Barron and Beijing-based Howard Zhang are recommended.

Herbert Smith LLP advised Johnson Matthey on the establishment of a joint venture with Hebei Aoxing Pharmaceutical Group; the practice also advised USI Holding/Wing Tai Properties on its sale of shares in Jumbo Broad, which has China real estate development projects. Shanghai-based department head Simon Meng and Betty Tam are recommended. In Hong Kong, Hilary Lau’s ‘work is outstanding’.

Hogan Lovells International LLP is ‘highly competent and creative’. The team advised Ford Motor Company on its $1.8bn divestiture of Sweden-based manufacturer Volvo Cars to China-based Zhejiang Geely Holding Group Company, marking one of the biggest outbound investments made by a Chinese company after China’s anti-monopoly law came into effect. Beijing partners Jun Wei and Roy Zou ‘earn clients’ highest praise’. Shanghai partners Andrew McGinty, Philip Cheng and Steven Robinson are recommended. Thomas Man left for Orrick, Herrington & Sutcliffe LLP’s Beijing office.

Mayer Brown JSM acted as lead international counsel for ION Geophysical Corporation in its formation of a joint venture with a subsidiary of China National Petroleum Corporation and the simultaneous sale by ION of shares of ION common stock. In Beijing, Ian Lewis is ‘one of the best legal advisors I have ever had’. Beijing-based Xiangyang Ge is also ‘top-notch’. Shanghai-based Andy Yeo and Hong Kong lawyers Hannah Ha and Jeckle Chiu are key figures.

Morrison & Foerster is noted for its FDI and corporate advisory work, cross-border M&A that combines local regulatory knowledge with industry expertise, and its assistance to Japanese corporations with their strategic M&A activity into China. The team advised Intel Corporation in its $1.4bn acquisition of the Wireless Solutions business unit of German chipmaker Infineon Technologies, Europe’s second-largest semiconductor manufacturer. Beijing office managing partner Paul McKenzie is recommended; also in Beijing Sherry Xiaowei Yin, Shanghai partner Gregory Tan, and Shanghai and Palo Alto-based Charles Comey are notable practitioners.

Norton Rose LLP’s Michael Wilton moved from the firm’s Melbourne office, where he was M&A and capital markets head, to Beijing and Han Xu joined the Beijing office as of counsel, but Michael Yu rejoined Global Law Office. The team advised Challenger Emerging Markets Infrastructure Fund on its RMB238m acquisition of a 40% interest in six raw water, water supply and wastewater treatment plants in the eastern coast of China. In Beijing, Peter Burrows, Wang Yi, Virginie Deslandres and Ian McCubbin are notable practitioners. In Shanghai, Lynn Yang is ‘very experienced and great to work with’; and Justin Wilson and recently promoted Shanghai partner Sun Hong are also recommended.

O’Melveny & Myers LLP has ‘a smart, hardworking team that works around the clock’. Highlights included representing the special committee of the board of directors of Nasdaq-listed Solarfun Power Holdings in a complex, strategic transaction with Hanwha Chemical Corporation. Hong Kong and Beijing-based Doug Freeman is noted for representing public companies and private equity firms, and Larry Sussman in Beijing is a recommended practitioner. Shanghai-based Qiang Li is ‘outstanding’ and Walker Wallace is a leading individual. Shanghai counsel Charles Wu and Hong Kong counsel Victor Chen are also recommended.

Paul Hastings LLP LLP is ‘highly rated for its quality of delivery and work ethics’. Clients also praise ‘the level of cooperation and support among the firm’s major offices in the key financial hubs in the world’. Key matters included advising Softbank in its acquisition of a 35% stake in Synacast Corporation. In Beijing, David Livdahl and leading individual Roger Peng are recommended; in Shanghai Milton Chou, David Wang and Jia Yan are experienced practitioners.

Noted for its experience in the Chinese telecommunications, IT and media markets, Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as international counsel to the Shanghai Government and Shanghai Shendi (Group) in relation to a Walt Disney company’s joint venture agreement concerning the building of its first mainland China theme park, representing one of the largest foreign investment projects in China. Hong Kong and Beijing-based Jeanette Chan, Hong Kong’s Jack Lange and Beijing-based Xiaoyu Greg Liu are recommended.

Offering a deep bench of cross-border M&A experience in Asia, Weil, Gotshal & Manges is ‘a first choice for large investment transactions or deals that are complex’. The practice is also praised for its extensive US public company and distressed M&A experience, and was counsel to GE in its headline agreement with a Chinese state-owned aircraft manufacturer to form a new joint venture company in China to develop and market integrated avionics systems for commercial aircraft customers. Shanghai and Beijing head Steven Xiang ‘has in-depth China market knowledge’, and Beijing counsel Yan Yang is ‘very strong at handling SOE joint venture partners’; Shanghai partners Suat Eng Seah and Anthony Wang are experienced lawyers. Hong Kong-based Asia managing partner Akiko Mikumo is recommended.

Li Li joined Cleary Gottlieb Steen & Hamilton LLP as Beijing office director from the Shanghai office of Debevoise & Plimpton, where she was a corporate partner. The practice represented a PRC conglomerate in connection with the proposed acquisition of a major hotel resort development in Southeast Asia. A Hong Kong law practice was launched in 2011, and Freeman Chan joined from Norton Rose Hong Kong’s Hong Kong office, where he led its China corporate finance practice. Beijing-based Megan Tang is a key contact, and Hong Kong-based Michael Preston is well regarded.

DLA Piper continues to handle cross-border deals involving large corporations in PRC. The team acted for AsiaInfo Holdings on its headline acquisition of Linkage Technologies International Holdings. Beijing corporate head Steven Liu, Shanghai corporate leader Wan Li and Hong Kong-based Asia corporate head Mabel Lui are key contacts.

With a core team based in Hong Kong, and groups in Beijing, Shanghai and Guangzhou, Deacons has a mix of traditional FDI, M&A, and outbound investment, as well as anti-monopoly and general commercial advice. The practice advised a major publishing company in its proposed multimillion-dollar acquisition of a number of foreign subsidiaries from a reputable media house. China practice head Franki Cheung is recommended. Machiuanna Chu and Iris Cheng were promoted to the partnership in Hong Kong; and Wei Min Zhang left for Baker Botts L.L.P.’s Beijing office.

Dechert LLP (Beijing Representative Office) represented Crown Packaging Investment (HK) in its $150m buyout of remaining interests in two joint venture companies. Hong Kong-based managing partner Basil Hwang and Beijing-based managing partner Henry Wang are recommended.

Gide Loyrette Nouel A.A.R.P.I.’s Beijing former office head, Yan Lan, was recruited by investment bank Lazard. The firm relocated co-Shanghai head Antoine de la Gatinais from Paris to Shanghai and recently promoted partner Thomas Urlacher from Paris to Beijing. Highlights included advising the Carlsberg Group in its purchase of an additional stake in Chongqing Brewery. Han Qimeng co-heads the Shanghai office, and Beijing partner-in-charge Warren Hua is a key contact.

Foreign direct investment and M&A projects are core to Jones Day’s business in Greater China. The firm continues to focus on its core client base of industrial and manufacturing clients, and strong China tax, antitrust and energy practices supplement the M&A practice. Clients say that ‘the lawyers are highly personable individuals who have a profound understanding of both Western and Chinese business and cultural approaches’. The practice advised Beiqi Foton Motor, China’s largest commercial-vehicle manufacturer, on its headline joint venture with Daimler. Beijing-based practice leader John Kao, Shanghai-based Alex Zhang, Winston Zhao and Patrick Hu are recommended. Ian Liao was made partner.

At Mallesons Stephen Jaques, ‘quality is always a top priority’. The practice acted for Campbell Soup in its agreement with Swire Pacific to form a joint venture in China to develop the growing soup market in mainland China; it also advised MetLife on its acquisition of American Life Insurance Company for $16.2bn. In Beijing, John Shi ‘provides smart solutions’; Nicolas Groffman is also recommended. Shanghai-based Martyn Huckerby is another key contact.

Noted by peers for its increased presence in the market, Milbank, Tweed, Hadley & McCloy serves both international and Chinese clients in some of the largest strategic M&A transactions. Beijing partner Edward Sun recently advised China’s biggest aviation company in its international arm’s $186m acquisition of Teledyne Continental Motors and Teledyne Mattituck Services, marking the first successful PRC acquisition in the US aviation manufacturing industry.

Orrick, Herrington & Sutcliffe LLP’s Jeffrey Sun joined as a partner in Shanghai in 2011 from Latham & Watkins LLP, Thomas Man rejoined in Beijing from Hogan Lovells International LLP, and Hong Kong and Shanghai-based Billy Wong was admitted as partner. The team advised ArcelorMittal, the world’s largest steel company in setting up a joint venture in Hunan; and the practice is especially noted for its issuer/company-side representation for Chinese companies in Hong Kong. Hong Kong and Beijing-based Edwin Luk, and Shanghai-based Elizabeth Cole are the practice leaders.

Sidley Austin LLP welcomed Joseph Chan to its Shanghai office as a partner from Pillsbury Winthrop Shaw Pittman LLP. The ‘very good’ Shanghai-based Tang Zhengyu represented Boston Power, a US innovator in green battery technology, in its landmark investment of $150m in China. Tang’s ‘qualities include a broad knowledge of law and providing balanced advice with solutions’. Chen Yang, in Beijing, acted for a healthcare and pharmaceutical company in establishing a vaccine manufacturing facility in China.

Simmons & Simmons remains focused on the financial institutions, TMT, energy and infrastructure and life sciences sectors. The practice advised Sinochem Group on the acquisition of 50% interest of the anti-infectives business of Koninklijke DSM and the formation of a global joint venture with Koninklijke DSM in relation to the anti-infectives business. Hong Kong and Shanghai-based Tom Deegan and Brian Downie are recommended; also in Hong Kong and Shanghai, Damien Bailey and Michael Hickman are well regarded. Davis Wang is also a key contact.

Vinson & Elkins L.L.P. is particularly strong in energy M&A transactions. The practice represented Sinopec in its $7.1bn investment in Repsol Brasil, marking the second largest overseas acquisition ever by a Chinese company in the energy and natural resources sector. The Greater China M&A practice saw the additions of partners Jay Kolb in Shanghai and Rob Patterson in Beijing, and the promotion of Beijing-based Nicholas Song to counsel. Xiao Yong is managing partner of the China Practice, and David Blumental is Shanghai and Beijing managing partner.