Hong Kong > Corporate (including M&A) > Corporate (including M&A)
Corporate (including M&A)
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Clifford Chance has a host of standout partners, including practice head Roger Denny, recently appointed to the SFC Takeovers Panel, and Simon Cooke, who has transferred from London. Terence Foo, however, transferred to Beijing to bolster its mainland China presence. The practice offers ‘good quality work and value for money’, advising Morgan Stanley on the disposal of its $1.1bn stake in United Industrial Corporation. Chinalco, Bank of Tokyo-Mitsubishi UFJ and China Oilfield Services are also key clients.
Freshfields Bruckhaus Deringer is praised for ‘valuable experience in M&A deals in Hong Kong and mainland China’, and is ‘the right choice for significant and complex acquisitions’. Robert Ashworth acted for the chairman of China Huiyuan Juice in its proposed $2.5bn takeover by Coca-Cola, which was eventually rejected under the new anti-monopoly law. Teresa Ko and new partner Grace Huang are ‘extremely committed’, and worked on the merger of their client China Unicom with China Netcom.
Herbert Smith demonstrates ‘excellent expertise and understanding of our requirements’ and ‘help us interpret the listing rules’ regarding public M&A. The practice is strong in energy-related M&A under Anna Howell, acting for clients such as Huaneng Power, CNOOC and China Resources. The team also represents Citigroup, Blackstone, Goldman Sachs and China Merchants Bank. Andrew Tortoishell ‘has a great reputation’, along with Tommy Tong, Ashley Alder, John Moore and Beijing-based Tom Chau.
Linklaters has seemingly been involved in all the best deals recently, such as acting for Lehman Brothers in the fast-moving $225m sale of its Asian operations to Nomura. Similarly high-profile representations include Rio Tinto on its $19.5bn partnership with Chinalco, and RBS Asia on the proposed privatisation of PCCW. Clients praise Keith Johnson for ‘excellent technical knowledge and ability to manage complex analysis’, and newly promoted Samantha Thompson as ‘thorough, responsive and bright’. The team offers ‘good calibre advice’ and is ‘very user-friendly’; Teresa Ma and Chris Kelly are also recommended.
The loss of several M&A partners from Allen & Overy has adversely affected the practice, but the firm has regrouped by transferring Alan Ewins, Mark Roppel, the ‘very capable M&A lawyer’ Will McAuliffe and Linda Lee from its regional and international offices. The practice advised Asia Television in the sale of a 47% interest to Antenna Investment, and Standard Chartered Bank on the acquisition of Cazenove Asia from JPMorgan. Clients say ‘the team is very strong, has great depth and dedicated client service’, with the only concern being a lack of experience at associate level. Clients praise Linda Lee for ‘exceptional dedication’, adding that ‘she takes a very proactive approach’.
Baker & McKenzie ‘provides a good service in terms of identifying key issues and giving quick responses - it is a firm we can trust for its advice’. The practice acted for the offerers, China Netcom and its parent, on the proposed privatisation of PCCW, and represented Hutchison Ports on the acquisition of three European container terminals. Practice head Yuk Tong Cheung is ‘a very experienced lawyer in advisory and M&A for mainland China and Hong Kong corporates, having worked in the industry for a long time’. Nancy Leigh and Dorothea Koo are key contacts.
Slaughter and May has an impressive record in Hong Kong transactions with a global dimension, advising Koninklijke Philips Electronics on the sale of its public signage business to TPV Technology. The practice acted for Swire Pacific on its possible acquisition of Hong Kong Aircraft Engineering, which was discontinued. Neil Hyman leads the practice, with Richard Thornhill and George Goulding.
M&A accounts for around half of Davis Polk & Wardwell’s activity, which last year included representing BearingPoint in the sale to PricewaterhouseCoopers of part of its US business and associated assets in China and India for $25m. India specialist Kirtee Kapoor also advised Sodexo on the acquisition of Radhakrishna Hospitality Services. Clients say ‘services are very good, and they can use their other offices to provide additional support’. James Lin ‘takes business realities into account’, and other key individuals include William Barron and Mark Lehmkuhler.
Deacons often acts as local counsel for international clients, advising Bank of America on the sale of $2.8bn of H-shares in China Construction Bank. The firm also represented Shangri-La Asia on several joint ventures regarding land acquisitions in China. The practice has ‘great knowledge of all relevant subject matter and commercial sense’. Capital markets partner Ronny Chow was more involved last year, and clients say he is ‘very good in assessing risks’. Gavin Nesbitt leads the practice.
Mayer Brown JSM’s array of standout partners include Patrick Wong, who ‘can provide advice on dealing with one-off transactions’, Jeckle Chiu, who is ‘knowledgeable, proactive and hardworking’, Jacqueline Chiu, who produces ‘excellent drafting work’, and Mark Stevens who ‘has very good negotiation skills’. Regular clients include Li & Fung and Towngas, while the practice also advised Hong Kong Electric on its acquisition of a 50% interest in a subsidiary of Cheung Kong Infrastructure for NZ$785m.
Norton Rose Hong Kong has a strong following among PRC clients, including HSBC, China National Aviation and BNP Paribas, and it will be interesting to see if this continues following the firm’s imminent merger with Deacons in Australia. The practice advised Shaw Holdings on the HK$1.3bn privatisation of Shaw Brothers. David Stannard and Freeman Chan are both recommended.
Richards Butler in association with Reed Smith LLP acted for PCCW in its high-profile proposed $2.1bn privatisation. The team also worked with CITIC Group on the $1.6bn privatisation of CITIC International Financial, the sale of the majority stake in said company for $1.7bn, and restructuring of CITIC Pacific. The firm has ‘good corporate finance expertise and is very commercial in its approach’. Key individuals include Christopher Williams, David Norman and Graham Winter.
Simmons & Simmons lost three partners to its UK offices, leaving practice head Tom Deegan, Damien Bailey, Allen Wong and new recruit from Minter Ellison, Brian Downie. The PRC-focused practice specialises in TMT, financial services, energy and infrastructure, and life sciences. Clients say ‘service is generally good but sometimes they don’t run their projects as efficiently as we’d like’. Henry Ong is ‘very responsive, and can often provide advice on the spot’.
Skadden, Arps, Slate, Meagher & Flom LLP’s Nick Norris advised Coca-Cola on its $2.5bn proposed acquisition of China Huiyan Juice, the first to fall foul of the new anti-monopoly law in China. The team also acted for Nomura in acquiring Lehman Brothers’ franchise throughout Asia, and Bain Capital on its $432m proposed investment in Gome Electrical Appliances. Clients say lawyers have ‘good commercial sense’ and appreciate the firm’s ‘equal facility in both English and local law’. Edward Lam is ‘one of the top lawyers in the region’, while Jon Christiansen has ‘deep experience and strong business acumen’, and Peter Huang is ‘responsive and helpful’.
Although many firms claim closely integrated Hong Kong and China practices, Sullivan & Cromwell LLP’s practice is more PRC-oriented than most. Led by native Mandarin-speaker Chun Wei, the group advised China Unicom on its $56bn acquisition of China Netcom. Other clients include China Huaneng Group, China Investment, UBS and Jilin Chemical.
Woo Kwan Lee & Lo represented Shanghai Industrial in acquiring a HK$1.4bn majority stake in the operating company of the Four Seasons Hotel Shanghai. Carmelo Lee led the transaction, but Frank Yuen and Angelina Lee are still the best known.
Clients say Cleary Gottlieb Steen & Hamilton LLP has ‘a great reputation’ and ‘works on all the key deals’, advising Bank of America on the sale of $2.8bn worth of H-shares in China Construction Bank. Filip Moerman led the transaction from Beijing, along with Megan Tang in Hong Kong, who transferred from Shearman & Sterling LLP.
Latham & Watkins LLP’s corporate offering was transformed by the addition of seven partners from Allen & Overy. David Zhang and Michael Liu lead the team, with Rowland Cheng and Stanley Chow as key figures. The first transaction handled by the combined team was representing Wall Street Institute on the sale of its Chinese subsidiary to Pearson for $145m.
Lovells, led by Jamie Barr, advised HSBC on the proposed privatisation of PCCW, in its capacity as financial adviser to two participants in the deal. The group also acted for Hong Kong Electric in its $733m acquisition of Outram. Clients say ‘their level of service is first rate’ and ‘the quality of work is solid and shows an in-depth understanding of both the commercial and legal aspects of the transaction’.
Mallesons Stephen Jaques offers ‘very savvy advice’ and is ‘professional, knowledgeable, responsive and value for money’. Hayden Flinn and Simon Milne handle regional M&A, especially in Taiwan and China, while capital markets partners Dieter Yih and Larry Kwok cover public M&A. The practice focuses on TMT, mining and resources, acting for Poly Investments in acquiring an interest in Australian mining company YTC Resources, and Hunan Valin Iron and Steel on its acquisition of a stake in Fortescue Metals.
Paul, Weiss, Rifkind, Wharton & Garrison acts as US counsel for an impressive array of clients, including Microsoft, Motorola and Sumitomo Corporation. Jeanette Chan leads the practice, which clients say is ‘very proactive’ and ‘very client-oriented’.
Shearman & Sterling LLP represented China Netcom in its merger with China Unicom, and SINA Corporation in its acquisition of $1.37bn assets from Focus Media. Paul Strecker and Gregory Puff worked on each of these deals respectively.
White & Case’s key corporate partners are Seung Chong and Jeremy Leifer, and advised Singapore-based MediaCorp on the acquisition of a stake in Dahe Media. Other clients include Cartesian Capital, JPMorgan, China Development Bank and Ping An Insurance.
Bird & Bird has made a significant push in this sector, especially for technology clients. Matthew Wong joined from K&L Gates, and consultant John Koh came from DLA Piper. The practice acted for Life Technologies on the acquisition of assets in Korea, and for Liz Claiborne and its Asian affiliates on restructuring its sourcing operations. Clients praise the team’s ‘excellent understanding of our business’, and the ‘helpful and constructive’ Marcus Vass.
DLA Piper has a reputation for dealing with multiple mid-market deals along with some bulge-bracket transactions, such as Ping An Insurance’s acquisition of Shenzhen Development Bank for up to $3.2bn, handled by Mabel Lui. The team also proved its credentials in mining by representing Cordia Global in its $836m sale of a Russian mining licence.
Fried, Frank, Harris Shriver & Jacobson LLP in association with Huen Wong & Co’s practice is headed by Richard Steinwurtzel, who was US counsel to Rio Tinto in its proposed tie-up with Chinalco. The practice also advised Chow Tai Fook on its HK$505m acquisition of assets from Peace Mark during the latter’s liquidation. Joseph Lee and Victoria Lloyd are key members of the team.
Gallant Y. T. Ho & Co’s niche is acting as local counsel for global clients, and handling M&A for Hong Kong clients. Philip Wong is the senior figure, with Alice Leung and China specialist Anthony Fung also recommended.
Jones Day gained Donald Hess from Allens Arthur Robinson, whom clients say is ‘surprisingly knowledgeable about the PRC related laws - he always gives sound advice’. Barbara Mok led the team acting for CITIC International Financial in its privatisation. Clients value the group’s ‘ability to turn documents around in a very short period of time’, and say it is ‘reasonably-priced’.
Milbank, Tweed, Hadley & McCloy is known for PRC-related work, and excels in representing investment banks and private equity clients. The practice, led by Anthony Root, represented Citigroup as financial adviser to China Netcom during its merger with China Unicom, and the NYSE-listed company Waste Management on its $120m joint venture with Shanghai Environment Group.
Minter Ellison acts for numerous Australian clients expanding into Asia, as well as those going in the other direction. Clients say ‘it is a strong team, well-resourced at all levels’, with practice head Fred Kinmonth ‘very professional and a straight shooter’ and Elisabeth Ellis is ‘a very good all-round lawyer’. Matthew Hibbins led the group advising Winnington Capital on its $324m acquisition of a stake in Foresight Profits from Shui On Development.
Morrison & Foerster is known for private equity work, but translates this expertise into wider M&A, for clients such as Goldman Sachs, Warburg Pincus and Morgan Stanley. Tien-yo Chao represented TCC International on its $225m acquisition of a cement facility in Guangxi Province.
Colin Law is a great asset to O’Melveny & Myers LLP, as clients say ‘he is the main reason we work with this firm’. Law led the team representing GST Holdings in its takeover bid from United Technologies Far East, valued at $247m. Clients praise the ‘very commercial approach’ and ‘strong business acumen’.
Orrick, Herrington & Sutcliffe excels in specialist areas such as Korea-related M&A, handled by Mark Lee and David Cho, advising Korean e-commerce provider Gmarket on a $1.2bn all-cash public tender offer from eBay. Clients say ‘all the lawyers have in-depth knowledge of the market and offer practical solutions to structuring and documentation issues’. Edwin Luk and Christopher Stephens are recommended.
Paul, Hastings, Janofsky & Walker has an excellent PRC-oriented practice, and clients say ‘the overall level of service is excellent - one of the best in the industry’ and ‘advice always comes from both legal and commercial angles’. The group acted for Poly (Hong Kong) Investments on its acquisition of Shenzhen Poly Investments, the first share swap deal approved by the Chinese Ministry of Commerce since the introduction of new merger rules.
Sidley Austin has an active US-facing practice led by Constance Choy, representing American clients on their initial forays into Asia as well as those looking to expand existing operations. The practice is also gaining traction among local clients, acting for PT Indosat in a tender offer by Qatar Telecom for $815m.
Simpson Thacher & Bartlett LLP earned its reputation by representing private equity clients such as KKR and Blackstone, but it also handles corporate work like advising Chinalco on its deal with Rio Tinto and related acquisition financing. Patrick Naughton is the main contact.
Stephenson Harwood & Lo attracts compliments for ‘appropriate and balanced advice’ and ‘strong business acumen’. The recent retirement of John Gale will undoubtedly have an impact on its profile, though Hilda Chiu took over the practice. The group acted for Speymill Macau Property on its HK$1.2bn acquisition of AIA Tower in Macau, as well as for SEA Holdings on the HK$1bn disposal of majority interests in two Indonesian companies.
Tanner De Witt ‘has a strong team of lawyers with in-depth knowledge of commercial law’, which acted for London-listed Micro Focus International on its acquisition of Borland Software. Richard Tanner attracts praise for ‘good listening skills’ and ‘thoroughness in analysing the situation’. Paul Westover combines ‘commercial savvy with legal experience’.
Although Troutman Sanders LLP is focusing its energies on M&A activity and clients appreciate its integrated Hong Kong and PRC teams, it is still its private equity work which attract the most attention. Olivia Lee leads in Hong Kong.
Allens Arthur Robinson lost partner Donald Hess to Jones Day, prompting the relocation of Campbell Davidson from Shanghai. This lends it a strong PRC focus, though there is still a steady flow of work from Australian clients such as the Goodman group.
Ashurst Hong Kong in association with Jackson Woo & Associates opened in Hong Kong in November 2008, led by Geoffrey Green. Clients say ‘it is a top quality firm which has launched an inspirational new office’, and Jackson Woo and Sabrina Fung ‘are very willing to work out solutions on challenging issues’.
Baker Botts L.L.P. retains its focus in energy and resources, servicing clients such as OAO Rosneft Oil, Xingjiang Guanghui Industry and Sinosky Energy. David Powers leads the practice.
Barlow Lyde & Gilbert has a strong roster of European clients. Heida Donegan acted for Swedish company Trelleborg on its acquisition of land use rights and plant facilities in Shanghai for $40m, and the establishment of five manufacturing facilities in the PRC, estimated at $80m.
Clyde & Co offers ‘quick and accurate advice’ to its range of European clients. Claudio de Bedin leads the team, which also includes Jason Carmichael and Henry Lau.
Debevoise & Plimpton is trying to expand its regional presence: having focused on China, India and Korea in recent years, the practice is now working on transactions in Taiwan and the Philippines. Clients say the ‘exceptional’ Thomas Britt ‘helps us navigate tricky issues’.
Fulbright & Jaworski LLP handles M&A work for energy and projects clients, such as National Oilwell Varco and Thornton Asia Infra. Jeffrey Blount leads the team, whom clients say ‘works very well with our entire commercial finance team’.
John McLellan of Haldanes covers M&A, joint ventures and licensing arrangements, especially for the film and television industry, while Oliver Williams represents financial institutions and Stephen Terry deals with investment funds.
Hammonds has made a sustained investment in its M&A capabilities, with key partners including Anthony Chan, Jeffrey Cheung and China specialist Valda Chan.
Hastings & Company handles acquisitions, joint ventures and corporate takeovers for Hong Kong-based clients. Ching-Nam Ma and Kam-Wah Wong are the key contacts.
Ince & Co brings its specialist expertise in shipping to bear on corporate work, handling M&A and joint ventures with a substantial shipping dimension. David Beaves and Andrew Chan are highly recommended.
Iu, Lai & Li handles corporate work for private and publicly listed companies as well as foreign government agencies. Clients recommend partner Derek Lai, while Dominic Lai and Brian Tsang also merit mention.
Jimmie KS Wong & Partners has expertise in joint ventures, private equity and general M&A work for Hong Kong and PRC clients.
K&L Gates prides itself on geographical reach and its number of PRC-qualified lawyers. Clifford Ng leads the practice in Hong Kong.
Kennedys occupies its niche in insurance-related M&A, acting for Dah Sing, AIA and Fortis Life Insurance. Clients say ‘they have good technical knowledge, but the solutions they provide are also workable on a practical level’. Lead partner Richard Bates is ‘first class’.
The merger between King & Wood and Arculli Fong & Ng is now complete, giving the firm an impressive network of offices and the ability to expand its corporate practice. Key partners include Kenneth Choy and Jeremy Wong.
Livasiri & Co handles corporate reorganisations, joint venture agreements and acquisitions relating to Hong Kong-listed companies.
Pinsent Masons services clients such a Wal-Mart, Suez Environment and Synthesis Energy Systems on their Asian operations. Dale Fischer leads in Hong Kong, while Shanghai partner Jonathan Reardon is ‘a very experienced corporate lawyer’. Clients say the team offers ‘very high quality advice’ and ‘reasonable strength in depth’.
Robertsons’s key contacts are Chris Gordon, Chris Lambert and Warren Ko, who handle a range of M&A, corporate disposals and joint ventures.
Stevenson, Wong & Co has a good record in advising on local infrastructure projects, including the formation of joint venture vehicles, as well as strength in insurance-related M&A. Angus Forsyth and Hank Lo are recommended.
Vincent TK Cheung, Yap & Co has a range of Hong Kong- and PRC-based clients, for whom it handles M&A, joint ventures and general corporate advice. Augustus Au, Alex Cheung and Agnes Fung are the main figures.
Vivien Chan & Co handles M&A, corporate and securities work from initial structuring through to implementation and regulatory compliance.
Weir & Associates’ clients range from a number of Asian-based financial institutions to clients in TMT, manufacturing and oil and gas.
Clients of Wilkinson & Grist say ‘we have used them for many years and they are very efficient and solid’. The varied practice has a stream of China-focused work handled by Raymond Chi-Kin Chan.