Dentons Hong Kong > Hong Kong, Hong Kong > Firm Profile
Dentons Hong Kong Offices

SUITE 3201, JARDINE HOUSE
1 CONNAUGHT PLACE, CENTRAL
HONG KONG
Hong Kong
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Dentons Hong Kong > The Legal 500 Rankings
Hong Kong > Structured finance and securitisation Tier 2
Led by Jeffrey Chen, Dentons Hong Kong provides 'well balanced, practical and technical advice’ to funds, banks and family offices on highly bespoke cross-border private structured credit transactions. Chen is active on deals throughout Asia Pacific (working with local counsel and with lawyers at the firm based across its extensive network), and has, in recent years, gained particular skill in relation to loan securitisation transactions in Korea and Indonesia. He also excels in handling fintech securitisation matters and as well as advising on new money deals has been very active of late providing workable solutions on distressed transactions. The arrival in August 2023 of the 'technically sound' Nicholas Chua from CIMB Bank strengthens the offering, particularly in relation to public deals.Practice head(s):
Jeffrey Chen
Other key lawyers:
Gordon Ng; Man Chiu Lee; Nicholas Chua; Ivan Tsang
Testimonials
‘The team is familiar with structured investments and can provide timely and effective legal advice to meet our business development needs.’
‘They have an ability to address the client’s concerns and provided well balanced, practical and technical advice.’
‘Jeffrey Chen has unrivalled structured credit expertise and works with great collaboration and flexibility.’
‘Nicholas Chua is not only technically sound, but has a good grasp of client’s expectations and specific requirement of the undertaking and task at hand.’
‘Nicholas Chua, with his extensive experience in the industry, can promptly provide effective legal advice to protect the interests of clients.’
Key clients
Lending Ark Capital
CLSA/CITIC
TAC Partners Limited
Altus Capital Corporation
CIMB Bank Berhad
SunRiver International Securities Group Limited
Work highlights
- Represented SunRiver International Securities Group Limited and other members of the underwriter syndicate for the underwriting of the dim sum bonds offering by Luzhou Aviation Development Investment Group Co., Ltd., in a global offering under Regulation S of English law governed CNY610m 4.8 per cent. bonds due 2027.
- Represented SunRiver International Securities Group Limited and other members of the underwriter syndicate for the underwriting of the dim sum bonds offering by Luzhou Aviation Development Investment Group Co., Ltd. in a global offering under Regulation S of English law governed CNY250m 3.5 per cent. Bonds due 2027.
Hong Kong > Capital markets (equity) Tier 3
Drawing upon the expertise of Hong Kong, UK and US-law qualified experts, the ‘client-centric’ team at Dentons Hong Kong ‘leverages its deep industry insights and experience to provide practical advice’ to issuers and underwriters on Hong Kong IPOs (on the main board and the GEM), red chip, H-share projects and securities laws issues associated with public M&A transactions. ‘Very professional, helpful and insightful’ team head Norman Hui has excellent traction among Chinese banks and corporates, which are appreciative not only of his commerciality on transactions but also his overarching regulatory nous. Gordon Ng is a ‘knowledgeable legal professional’ who handles some ECM work, including for Korean issuers, as part of his broad-based corporate finance offering.Practice head(s):
Norman Hui
Other key lawyers:
Gordon Ng; Man Chiu; Nicholas Chua; Stephen Chan
Testimonials
‘The client-centric team leverages its deep industry insights and experience to provide practical advice that aligned with our business goals.’
‘Norman Hui is very professional, helpful and insightful.’
‘Norman Hui’s ability to distil complex legal concepts into easily understandable terms made him a valuable resource and trusted adviser.’
‘Gordon Ng is a knowledgeable legal professional.’
Key clients
China Securities (International) Corporate Finance Company Limited
EDA Group Holdings Limited
New World Development Co. Ltd.
NWS Holdings Ltd.
New World Department Store China Limited
Revere Securities LLC
XXF Group Holdings Limited
Work highlights
- Advised China Securities (International) Corporate Finance Company Limited and the other underwriters on the HK$700m IPO of Luyuan Group Holding (Cayman) Limited, the fifth largest manufacturer of electric two-wheeled vehicles in China on the Hong Kong Stock Exchange.
- Represented XXF Group Holdings Limited, an established automobile retailer providing automobile finance lease service primarily through its self-operated sales outlets in the PRC, in the HK$113m global offering of its shares on the Main Board of the Hong Kong Stock Exchange.
- Advised the New World Group, one of a handful conglomerates that has three or more listed companies on the Hong Kong Stock Exchange on the Main Board Listing Rules compliance in relation to various continuing connected transactions of potentially over HK$60bn in total transaction value.
Hong Kong > Dispute resolution: international arbitration Tier 3
Dentons Hong Kong is noted for advising both Chinese and international clients. The team was further strengthened by the arrival of Alfred Wu, senior consultant Philip Nunn and Muriel Cheng in September 2024. Keith Brandt leads the team, harnessing extensive experience to advise in heavy-weight dispute resolution, with a particular focus on the energy, construction and financial services sectors. Brandt is supported by Robert Rhoda, who specialises in international arbitration and cross-border litigation. Richard Keady operates in highly regulated domains providing advice in dispute resolution. Jean Lau is also a key contact.Practice head(s):
Keith Brandt
Other key lawyers:
Testimonials
‘Dentons has a diverse team across a number of skillsets. They are keen to put the needs of the clients and case before the firm’s.’
‘Robert Rhoda is very efficient and direct in his legal advice. He is pleasant and takes the time to explain the nuances of the case. He’s easy and fun to work with. ’
‘The Dentons Hong Kong team managed a very large and complex arbitration arising from a dispute relating to an infrastructure project. They deployed a large and experienced team and worked relentlessly on the case for more than 2 years.’
‘Robert Rhoda was the lead partner. He was available 24/7 and advised and led on strategy. He was excellent at managing the client relationship at multiple shareholding levels. He was very knowledgeable about the process and explaining international law concepts. The whole Dentons team were excellent at managing many witnesses and experts.’
‘Robert Rhoda is a very strong leader and gave clear advice throughout the arbitration. His arguments were made in a very strong way and he was always available.’
‘The partner and associates are well verse in handling international arbitration and can mobilize the resources of their firm’s network to provide practical and useful assistance.’
‘Robert Rhoda is an experienced and smart partner who is always responsive and reachable. His guidance and assistance are so helpful that clients could be confidence that the case is in good hands. ’
Work highlights
Hong Kong > Dispute resolution: litigation Tier 3
Dentons Hong Kong‘s litigation team possess a well-established practice, advising in a wide variety of complex disputes concerning boardroom and shareholder disputes, with particular expertise in professional indemnity and disciplinary matters. The team recently enhanced its commercial litigation, international arbitration and insolvency offering with the hire of Alfred Wu, senior consultant Philip Nunn and Muriel Cheng who joined from Norton Rose Fulbright in September 2024. Keith Brandt focuses on commercial litigation in the energy, transport and financial sectors. Brandt is supported by Allan Leung whose remit covers environmental disputes, product liability claims, contentious insolvency and employment matters. Richard Keady is recommended for banking and finance disputes and insolvency.Practice head(s):
Keith Brandt
Other key lawyers:
Allan Leung; Richard Keady; Robert Rhoda; Alfred Wu; Philip Nunn; Muriel Cheng
Testimonials
‘Details oriented, attentive, cross-culture capability.’
‘Highly capable team excels at delivering complex litigation and dispute resolution services in Hong Kong. The team has a wealth of experience in dealing with complex and novel issues. Provides support in a manner which is client-centric and focused on outcomes.’
‘Dentons is very good at understanding the needs of its clients, and can deliver advice or solutions that are tailored to the needs promptly.’
‘Allan Leung is very knowledgeable and experienced at a broad spectrum of litigation issues faced by statutory bodies including judicial review, statutory interpretation, and is good at explaining the interplay between different statutory regimes that may impact on the problems faced by statutory bodies.’
Key clients
Abercrombie & Fitch Co
Amazon
BASF
Berpu Technology Co., Limited and Provision Investment Co., Limited
Changchun High & New Technology Industries Development Parent Company
Dr Martens
Ernst & Young
EY Corporate Advisors Pte. Ltd.
Hammond Power Solutions Inc.
Hong Kong Competition Commission
Hong Kong Solicitors Indemnity Fund
Huarong International Securities Limited
Jiangsu Shagang Materials Trading Co., Limited
Just Classic Limited
Kim Dotcom and Megaupload Limited
Lane Xang Minerals Limited
Ocean Sino Limited, PBM Asset Management Limited
Sebastian Ostling
Virgin Atlantic
Work highlights
- Acting for the joint and several liquidators of Goldin Fund Pte. Ltd. in obtaining recognition of their appointment as Goldin’s liquidators in the High Court of Hong Kong and defending a claim against Giant Achiever Holdings Limited.
- Acting for the Commission in enforcement proceedings arising out of a bid-rigging agreement between various companies and individuals in relation to a large number of procurement tenders in the air conditioning sector.
- Defending companies associated with Lunan Pharmaceutical Group Ltd in the latest chapter of protracted trust litigation relating to competing claims for ownership of a substantial shareholding in this major PRC pharmaceuticals company.
Hong Kong > Labour and employment Tier 4
Spearheaded by the ‘very practical’ Richard Keady and ‘exceptional’ Jenny Zhuang, Dentons Hong Kong has vast knowledge on all aspects of employment law, particularly relating to HR advice, policy reviews, and employment-related agreements. Keady has in-depth experience in both the Labour Tribunal and the High Court of Hong Kong, routinely handling breach of confidence claims and disciplinary proceedings, while Allan Leung oversees discrimination claims. Zhuang is an expert on restrictive covenants, while Linda Ngan is also cited as key.Practice head(s):
Richard Keady; Jenny Zhuang
Other key lawyers:
Testimonials
‘Jenny Zhuang – Exceptional client service. Understands the client’s challenges and circumstances. Delivers the right level of advice back by deep knowledge of the law.’
‘The team is led by a very experienced litigator/employment partner.’
‘Richard Keady – very practical and experienced; user-friendly.’
‘Jenny Zhuang – has obtained genuine expertise in the area.’
‘The team has diverse and multi-regional backgrounds, is fully aware of the relevant provisions of Hong Kong labour laws, and is familiar with various cases. They work efficiently.’
‘The lawyer I worked with was Jenny Zhuang. Whenever I needed legal advice, she was able to provide effective legal advice and the necessary documents in a timely manner. She also made very detailed judicial interpretations, and reminded me of various possible situations.’
‘We have enjoyed working with the Dentons team.’
‘Jenny Zhuang has been a great partner for us. She is skilled in labour law issues, which can be particularly complex and evolving in a place like Hong Kong. We trust her expertise and turn to her regularly for guidance.’
Key clients
3M
China Post
Equal Justice Limited (pro-bono client)
Hong Kong Metropolitan University
Work highlights
- Providing an employment “hotline” retainer service to 3M in the APAC region, covering 14 jurisdictions including Mainland China, Hong Kong, Australia, India, Indonesia, Japan, Malaysia, New Zealand, the Philippines, Singapore. South Korea, Taiwan, Thailand and Vietnam.
- Engaged by Hong Kong Metropolitan University to advise and rewrite its overtime policy, including clarifying the definition of overtime and how overtime was to be compensated.
Hong Kong > Construction
Hong Kong > Restructuring and insolvency
Asia Pacific: Regional International Arbitration > Leading firms Tier 3
Dentons’ Asia-Pacific arbitration practice demonstrates strength in different centres in the region, with key lawyers based across Hong Kong, Indonesia, and Singapore. In Hong Kong, Keith Brandt leads the firm’s broader disputes arbitration with support from Robert Rhoda, who heads the firm’s international arbitration team in the city, as well as Alfred Wu, Philip Nunn, Muriel Cheng and Richard Keady. Meanwhile in Singapore, Lawrence TehWork highlights
Dentons Hong Kong > Firm Profile
The firm: Dentons is the world’s largest global law firm, connecting top-tier talent to the world’s challenges and opportunities across over 80 countries. Dentons helps you grow, protect, operate and finance your organization by providing uniquely global and deeply local legal solutions. Polycentric, purpose-driven and committed to inclusion, diversity, equity and sustainability, our award-winning client service challenges the status quo to advance client interests.
The Hong Kong office provides legal advice and representation to governments and state owned entities, financial institutions, multinational corporations, professional services firms and high net worth individuals in relation to their business needs in Hong Kong, across the Asia Pacific region and globally.
Our Hong Kong team comprises experienced lawyers and leading professionals qualified in seven jurisdictions – Hong Kong, England and Wales, the United States (New York, District of Columbia), Singapore, Malaysia, Australia and New Zealand.
Our core areas of services include:
- Banking and finance
- Capital markets
- Employment and labour
- Investment funds and income trusts
- Arbitration
- Litigation and rispute Resolution
- Mergers and acquisitions
- Real estate
- Restructuring, insolvency and bankruptcy
- White-collar and government investigations
Areas of practice
Banking and finance: Dentons’ Hong Kong banking and finance team assists a wide range of commercial banks, investment banks, accounting firms, insurance companies, asset management companies, trust companies, financial companies, funds and other financial institutions, as well as government agencies, with transactions of every size and scope.
Our structured finance and securitisation lawyers represent virtually every banking and financial institution that is active in the financing, purchase and securitisation of financial assets.
As part of Dentons’ ESG Global Solutions, Dentons Hong Kong is also active in the areas of green and sustainable finance.
Capital markets: Dentons Hong Kong is one of the few firms in Hong Kong that has on-the-ground capability to advise on both Hong Kong and US securities laws in IPO and other capital markets transactions.
The Hong Kong equity capital markets team has represented issuers and underwriters in over 60 Hong Kong IPOs, including Main Board and GEM, red chip and H-share projects. The firm’s debt capital markets team has advised clients on the full spectrum of international and domestic debt offerings.
Employment and labour: Dentons’ employment and labour team advises local and foreign clients on a range of employment and HR related matters, including employment contracts and policies, employees’ protection and compensation, restrictive covenants, transfer and secondment of staff, visas and work permits arrangement, redundancy issues, data privacy, discrimination issues and occupational safety and health issues. We support our clients in every stage of an employment relationship and our employment litigation specialists handle labour disputes brought at the Equal Opportunities Commission, the Labour Tribunal, the District Court and the High Court as well as handling large-scale internal investigations, regulatory reporting and acrimonious terminations.
Investment funds: Dentons Hong Kong offers a full range of services to investors and investee companies, including, on the public fund side, helping local fund houses to establish public funds and international fund clients to obtain regulatory approval for offering fund products to the Hong Kong public, and, on the private fund side, setting up and structuring onshore and/or offshore investment funds. We pride ourselves in being a one-stop shop supporting the entire investment life cycle and investment managers’ value chain. Our team carries unique capabilities advising on regulatory matters in the management or offering of investment products, also in relation to different responsible investment strategies and related environmental, social and governance (ESG) issues for investors and investee companies.
Arbitration: Dentons’ world renounced international arbitration team works seamlessly across offices and regions to assist clients from the onset of a dispute, through to enforcement of an arbitral award. We are familiar with the major institutional and procedural rules and we know the arbitrators who decide cases.
As a global law firm with a significant presence in mainland China, we find ourselves a go-to firm for both mainland Chinese parties to Hong Kong arbitration (including state owned enterprises) and international clients (typically from the US and Europe).
Our team has also regularly represented clients in arbitrations administered by regional and international arbitration institutions, such as Hong Kong International Arbitration Centre (HKIAC), International Chamber of Commerce (ICC), China International Economic and Trade Arbitration Commission (CIETAC), Singapore International Arbitration (SIAC), and Shanghai International Arbitration Center (SHIAC).
We have extensive experience in handling jurisdictional challenges against arbitration proceedings, applying for interim relief (such as asset preservation orders in China) in aid of arbitral proceedings, and representing claimants in enforcing Hong Kong and foreign arbitral awards.
Litigation and dispute resolution: Dentons Hong Kong has a strong track record in advising on a broad range of high-value, complex and multi-jurisdictional disputes for clients regionally and globally.
We assist our clients in pursuing, defending and mediating a wide variety of civil and commercial claims in all level of courts and across various jurisdictions and industry sectors. We also frequently handle applications for injunctive relief and asset freezing, and help our clients implement tracing and enforcement of judgments. From risk analysis to crisis management, we have a team of seasoned lawyers to provide you with clear advice and quality representations in writing and hearings.
Of particular note is our depth of experience in litigation relating to shareholder disputes, financial investments and fraud, often with cross-border elements. We regularly handle disputes for international corporations, high net worth individuals and regulatory authorities.
We also have a well-respected practice of acting in professional disputes and disciplinary proceedings for a wide range of professionals including solicitors, accountants, brokers and licensed individuals.
Mergers and acquisitions: Dentons’ Hong Kong mergers and acquisitions team offers a full service to local and international clients, including entity formation, conversion, dissolution and liquidation as well as legal counseling covering all aspects of transactional and operational work in our clients’ businesses.
The firm has represented public and private companies, buyers and sellers, boards of directors, shareholders, investors and owners, partnerships and private individuals, financial services institutions, underwriters, commercial and investment banks on a wide range of matters. The team also advises on commercial issues including regulatory and compliance and data protection.
Real estate: Dentons’ Asia Pacific real estate group is a diverse team that provides advice with both a global and regional perspective, with experience and familiarity with complex cross-border transactions as well as deep local knowledge in the many jurisdictions in which we practice. The group assists investment banks, private equity funds, financial institutions and developers in acquisitions and dispositions, financings, joint venture and construction transactions. The group also routinely represents hospitality clients as well institutional landlords and tenants in commercial transactions. Our group focuses on an integrated approach, giving clients the comfort of an unmatched global and regional presence together with a deep understanding of local real estate markets befitting a firm with offices in most, if not all, of the locations where our clients do business.
The group also routinely works with our other related practice groups to provide our clients with seamless access to our experience in project finance, project development and dispute resolution matters.
Restructuring, insolvency and bankruptcy: Dentons’ restructuring, Insolvency bankruptcy team provides full-service to a wide range of clients, including companies facing financial distress, debtors and potential debtors, official and ad hoc committees, secured and unsecured creditors. Our lawyers’ experience covers every aspect of bankruptcy, reorganisation and creditors’ rights representation.
Our practice is a leading player in the Hong Kong market, and is well known for both its contentious and non-contentious work. Over the years, we have been involved in many high profile insolvency matters, both in Hong Kong and internationally. We position ourselves at the top end of the market with a focus on challenging and complex work.
White-collar and government investigations: Dentons Hong Kong advises and acts for clients in both contentious and non-contentious regulatory matters, ranging from acting for clients in Securities and Futures Commission (SFC) and Independent Commission Against Corruption (ICAC) investigations to providing compliance advice in relation to requirements of the SFC. Our team also has considerable hands-on experience in the investigation of commercial fraud and white-collar crimes; supporting clients from urgent asset freezing injunction order applications, tracking and recovery of stolen or misappropriated assets, to providing interim relief in aid of overseas legal proceedings.
The size and scale of our practice enables us to deploy large teams for major investigations and litigation, or to call on individual experts to advise on niche areas of law often required by clients within financial services e.g. sanctions, financial crime and national security matters. We are relatively unique in that we work both for and against regulators and our work for the SFC, Securities and Exchange Commission and the Hong Kong government gives us unparalleled insight which our private sector clients consider invaluable.
The team also has relations with the ICAC, Commercial Crime Bureau (CCB), Financial Reporting Council (FRC) and the Hong Kong Monetary Authority (HKMA) as well as other external bodies and media contacts in the planning and implementation of internal investigations.
Main Contacts
Department | Name | Telephone | |
---|---|---|---|
Dispute resolution: Litigation; International Arbitration; Restructuring and Insolvency | Keith Brandt | ||
Capital markets; Corporate; Mergers and Acquisitions | Gordon Ng | ||
Corporate, Mergers and Acquisitions | Stephen Chan | ||
Structured Finance And Securitisation | Jeffrey H Chen | ||
Banking and Finance; Capital Markets | Nicholas Chua | ||
Capital markets; Corporate; Mergers and Acquisitions | Norman Hui | ||
Dispute resolution: Litigation; International Arbitration; Labour And Employment; Restructuring and Insolvency | Richard Keady | ||
Capital markets; Corporate; Mergers and Acquisitions | Man Chiu Lee | ||
Dispute resolution: Litigation; International Arbitration | Robert Rhoda | ||
Asset Management; Investment Funds; ESG | Vivien Teu | ||
Litigation and Dispute Resolution; Construction; International Arbitration | Alfred Wu | ||
Capital Markets, Investment Funds | Charles Yim |
Lawyer Profiles
Photo | Name | Position | Profile |
---|---|---|---|
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Mr Keith Brandt | Keith is Managing Partner and head of Litigation and Dispute Resolution group… | View Profile |
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Mr Jeff Chen | Jeff Chen heads the structured finance practice at Dentons Hong Kong LLP… | View Profile |
Staff Figures
Number of lawyers (globally) : 5,000+ at this office : 40+Languages
Cantonese English MandarinPress Releases
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18th August 2020Global law firm Dentons is pleased to announce that the Paris Court of Appeal, the Higher Regional Court of Karlsruhe and the Barcelona Provincial Court have all issued final decisions dismissing Essity’s claims of patent infringement in regards to Industrie Cartarie Tronchetti’s (ICT) three ply toilet paper. With Dentons’ counsel, ICT successfully demonstrated beyond a doubt that its branded and private label products are produced based on its own proprietary process, and patented under European patent 2 353 859.
Dentons has been advising Industrie Cartarie Tronchetti S.p.A since 2016. Based in Lucca, ICT is a leader in the category of high quality tissue paper products for domestic use, and has subsidiaries in Italy, Spain, Germany, France and Poland.
The Paris decision, which is the most recent, ends a long-running patent infringement litigation with Essity and affirms ICT can continue to produce and distribute absorbent paper based on its own proprietary technology. The three courts in France, Germany, and Spain have confirmed ICT’s argument that it is using its own novel technology, also patented. Essity’s claims of infringement were based on a patent originally filed by Georgia Pacific, and subsequently becoming Essity’s.
Dentons partner David Masson served as lead partner and represented ICT in France. Dentons partner Dr. Constantin Rehaag represented ICT in Germany, and PwC partner Alejandra Matas Brancós represented the client in Spain, with the support of Dentons partner Juan Ignacio Alonso.
David Masson, lead lawyer on the case, commented: “It has been very interesting to understand ICT’s own technology and work closely with different teams, including ICT’s R&D department, which has been part of all strategic and technical decisions throughout the case”.
Constantin Rehaag, who represented the client in the German court hearings and coordinated the work with the client’s patent attorneys, said: “This is an outstanding success of a great team formed by the client, who provided us with invaluable technological insight, the team of patent attorneys and, finally, by the Dentons teams in France, Spain and Germany.”
The patent litigation began in 2016 when Essity sued ICT in France, Germany and Spain for the alleged infringement of its patent related to the technical solution for the bonding of three layers of tissue for paper products such as high quality, soft and bulky, toilet paper.
In France, Essity claimed that ICT had breached the French part of its European patent 1 081 284 and that the toilet paper marketed as Foxy Soie Plus, and also certain other private labels produced by ICT France, had infringed on their patent. Essity demanded that all production operations be halted. The rolls of toilet paper were carefully analyzed and there were no findings of infringement. The two French courts - in first instance and appeal - rejected the claims and ordered Essity to pay compensation for the legal fees to ICT Italy and ICT France.
In Germany, the case was first taken to the Mannheim District Court, which is well reputed in patent matters. The lawsuit mainly focused on the complex questions regarding the construing of the claims of Essity’s patent. The court ruled in favour of ICT, and Essity filed an appeal. In August 2019, the Higher Regional Court of Karlsruhe also ruled that the German subsidiary of ICT did not infringe the German part of the patent 1 081 284.
In Spain, after a first decision in favor of Essity in the lower court, the Barcelona Provincial Court clearly stated in a written appeal that ICT’s products - and in particular, Foxy Seda, Foxy Bouquet, certain three-ply private label products - did not infringe the Spanish part of the patent 1 081 284.
About ICTIndustrie Cartarie Tronchetti (ICT) was founded in 1976 in Italy, in the Lucca province, to operate in the tissue sector, producing high quality paper exclusively from virgin fibre. The first production facility was opened in 1978 in Piano della Rocca, Lucca, and over the years new plants and facilities have been set up in Piano della Rocca, Diecimo and Piano di Coreglia. The Foxy brand, one of the leading brands in the European market, was launched in 1982. ICT is an example of excellence in the paper industry, in full harmony with the tradition of the Lucca region, where the most important Italian papermaking hub is located, on a par with those of Green Bay (USA) and Fuji (Japan). In Lucca in particular, great expertise has been nurtured in the field of paper for household use, and the city is in fact known as the world tissue capital. Today, ICT SpA boasts an annual production capacity of about 160,000 tonnes.
About DentonsDentons is the world's largest law firm, connecting talent to the world's challenges and opportunities in more than 75 countries. Dentons' legal and business solutions benefit from deep roots in our communities and award-winning advancements in client service, including Nextlaw, Dentons’ innovation and strategic advisory services. Dentons' polycentric and purpose-driven approach, commitment to inclusion and diversity, and world-class talent challenge the status quo to advance client and community interests in the New Dynamic.
Dentons advises Snam on US$10.1 billion consortium investment in ADNOC Gas Pipelines
3rd August 2020 Global law firm Dentons advised Italian-based multinational energy infrastructure operator Snam in relation to its agreement, in consortium with several international investment funds, to purchase a 49 percent share of ADNOC Gas Pipelines from The Abu Dhabi National Oil Company (ADNOC). ADNOC Gas Pipelines is valued at approximately US$20.7 billion (US$10.1 billion for 49%).The transaction is one of the most important in the global energy infrastructure sector, as well as Snam’s first acquisition outside Europe. ADNOC Gas Pipelines holds the tariff-based rights for the 38 pipelines that connect ADNOC’s upstream activities to Abu Dhabi’s consumption points and the export and interconnection terminals to neighboring Emirates.
The transaction was financed by a pool of international banks for approximately $8 billion, plus an equity contribution from each of the consortium members. In addition to Snam, the other consortium members included Global Infrastructure Partners, Brookfield Asset Management, GIC, Ontario Teachers’ Pension Plan, and NH Investment & Securities.
Dentons acted with a cross-border team from Italy and UAE, coordinated by partner Sara Biglieri in Milan. Partners Luca Pocobelli (Rome) and Mhairi Main Garcia (Dubai), counsel Claudio Segna (Milan), senior associate Craig Hughson (Abu Dhabi) and associate Stephanie Hawes (Dubai) advised on corporate and M&A aspects. Partners Alessandro Fosco Fagotto (Milan) and Stephen Knight (Abu Dhabi), counsel Franco Gialloreti, senior associate Tommaso Zanirato and junior associate Giulia Caselli Maldonado (all Milan) advised on financing aspects. Partner Michele Carpagnano (Rome) and associate Giulia Giordano (Rome) advised on the competition and antitrust aspects.
Snam’s internal legal team was led by General Counsel, Marco Reggiani - assisted by Michela Schizzi, Senior Vice President Regulated Assets Legal Affairs - and included senior legal counsels Rosanna Pallotta and Claudia Jolanda Fanelli. The legal aspects related to the financing were handled, together with Marco Reggiani, by Gloria Bertini, Head of Finance and Capital Market Legal Affairs and Roberta Di Mauro, legal counsel.
Dentons advises Investitionsbank Berlin (IBB) on the establishment of the EU Malaria Fund
3rd August 2020 The EU Malaria Fund was initiated by the kENUP Foundation, a not-for-profit organization promoting research-based innovation with public and societal benefit. The fund is managed by the IBB Group. The target volume of the fund amounts to €280 million, with a first closing of €70 million on June 3, 2020. A Dentons team from Berlin, Frankfurt, Dusseldorf and Munich provided comprehensive advice to IBB Group on the establishment of the EU Malaria Fund. This included the development of the legal and tax conception of the fund, regulatory advice, corporate law support on the setup of the fund, and the negotiation of the financing agreements with the EIB, the Bill & Melinda Gates Foundation and other investors. Berlin-based partner Dirk-Reiner Voss and Frankfurt-based partner Arne Klüwer jointly led the Dentons team, with support from partners Stephan Busch, Matthias Santelmann and senior associates Holger Hölkemeier and Bernd Düsterbeck in Berlin; counsel Verena Etzel and Oda Elmoutaouakil in Frankfurt; partner Axel Schlieter in Dusseldorf, and partner Richard Fagerer in Munich. About Dentons Dentons is the world's largest law firm, connecting talent to the world's challenges and opportunities in more than 75 countries. Dentons' legal and business solutions benefit from deep roots in our communities and award-winning advancements in client service, including Nextlaw, Dentons’ innovation and strategic advisory services. Dentons' polycentric and purpose-driven approach, commitment to inclusion and diversity, and world-class talent challenge the status quo to advance client and community interests in the New Dynamic. www.dentons.comDentons advises on ACS Group’s €500 million NEU-CP Program
3rd August 2020 Dentons, the world’s largest law firm, has advised Spanish-based multinational construction group, Actividades de Construcción y Servicios, S.A. (ACS), on the renewal of its €500 million Negotiable European Commercial Paper (NEU-CP) Program. The NEU-CP program is registered with the Central Bank of France, with the involvement of BNP Paribas, BRED Banque Populaire, Crédit Agricole Corporate and Investment Bank, ING Bank N.V. and Natixis, as dealers for the Notes. Headquartered in Madrid, the ACS Group is a worldwide leader in construction and services. It is currently the only non-financial issuer with a NEU-CP Program registered with the Central Bank of France. Dentons’ Capital Markets group in Madrid advised ACS on all aspects of the transaction. Partner Ignacio Corujo led and coordinated the transaction with the support of junior associate Ana Artola. Ignacio Corujo joined Dentons in January this year to establish and lead the Capital Markets group in Spain. In addition to this most recent deal for ACS, he has closed several high-value debt capital markets deals since his move, including most notably, Grupo Cajamar’s €1 billion issuance of mortgage bonds, as well as Sacyr’s renewal of its €500 million EMTN Program. About Dentons Dentons is the world's largest law firm, connecting talent to the world's challenges and opportunities in more than 75 countries. Dentons' legal and business solutions benefit from deep roots in our communities and award-winning advancements in client service, including Nextlaw, Dentons’ innovation and strategic advisory services. Dentons' polycentric and purpose-driven approach, commitment to inclusion and diversity, and world-class talent challenge the status quo to advance client and community interests in the New Dynamic. www.dentons.comDentons advises UniCredit on a €450 million secured sustainability-linked financing for Gunvor Gro
3rd August 2020 Global law firm Dentons has advised UniCredit Bank AG as Mandated Lead Arranger, (Sustainability) Coordinator, Bookrunner, Facility Agent and Security Agent as well as the lenders on a €450 million secured sustainability-linked borrowing base facility agreement with Gunvor Group. Gunvor Group will use the funds to cover the working capital requirements of its Ingolstadt refinery. The innovative financing model is tied to the borrower's achievement of predetermined ESG key performance indicators (Sustainability KPIs) and provides for a sustainability discount or premium in case the company overachieves or underperforms the predefined targets. An independent sustainability auditor will report on the performance of the Sustainability KPIs on an annual basis. The ESG-based scoring of certain key performance indicators provides a unique way for borrowers and lenders to communicate their commitment to sustainability and incentivizes sustainable corporate measures. Participating banks included DZ Bank, KfW IPEX-Bank, Raiffeisen Bank International, Erste Group Bank, Commerzbank, Industrial and Commercial Bank of China, CA Indosuez (Switzerland), Bank of China and First Abu Dhabi Bank. Gunvor Group is one of the world’s largest independent commodities trading houses by turnover, creating logistics solutions that safely and efficiently move physical energy from where it is sourced and stored to where it is demanded. With strategic investments in industrial infrastructure – refineries, pipelines, storage and terminals – Gunvor Group further generates sustainable value across the global supply chain for its customers. UniCredit is one of the pioneers in sustainable loans in the German market. Düsseldorf finance partner Dr. Axel Schlieter fully advised the bank on the drafting and negotiation of the loan agreement. The Dentons team further comprised Julia Heitmann (senior associate, Banking and Finance, Düsseldorf) and Eike Hinrich Pradt (associate, Banking and Finance, Frankfurt). Axel Schlieter is a core member of Dentons’ Sustainable Finance group in Europe and is regularly involved around the topics of issuance of green bonds and on sustainable financing. Advisors to UniCredit: Dentons (Düsseldorf): Dr. Axel Schlieter, (lead partner), Julia Heitmann (senior associate, both banking and finance, Düsseldorf), Eike Hinrich Pradt (associate, banking and finance, Frankfurt am Main) UniCredit inhouse lawyers: Carina Engelhardt, Alexander Strigin, Christian Hentrich About Dentons Dentons is the world's largest law firm, connecting talent to the world's challenges and opportunities in more than 75 countries. Dentons' legal and business solutions benefit from deep roots in our communities and award-winning advancements in client service, including Nextlaw, Dentons’ innovation and strategic advisory services. Dentons' polycentric and purpose-driven approach, commitment to inclusion and diversity, and world-class talent challenge the status quo to advance client and community interests in the New Dynamic. www.dentons.comDentons advises Qair on refinancing of the acquisition of Rzepin and Linowo wind farms in Poland
3rd August 2020 Dentons’ Banking and Finance practice team advised Qair SAS, Qair International and Qair Polska Sp.z o.o. in connection with the refinancing of two wind farms under operation, Rzepin (58 MW) and Linowo (48 MW). The financing institutions are BNP Paribas and EBRD. The two wind farms are part of Qair’s larger portfolio of almost 200 MW of renewable energy sources, which also includes 93 MW of new capacity from three wind farms – Udanin (50 MW), Parzeczew (9 MW) and Września (9 MW) – and 25 MW of solar photovoltaic. The project was supervised by Mateusz Toczyski, Head of the Europe and Co-Head of the Global Banking and Finance practice, and led by Tomasz Zwoliński, counsel, with assistance from lawyers Klaudia Szymańska-Rutkowska, Katarzyna Mazur, Katarzyna Kaptur and Jakub Walawski. Supporting the Warsaw team were counsel Surbhi Malhotra-Trenkel in Munich and partners Jean-Marc Allix and Olivier Genevois, and associates Djésia Meziani, Philippine de Fouchier and Hugo Casasnovas in Paris. Dentons’ London team consisting of partner Matthew Sapte and associate Annreika Ray advised on the hedging documentation. “We are very pleased and honored to have had this opportunity to assist Qair in yet another wind power project the company has undertaken in Poland,” said Mateusz Toczyski. “We would like to congratulate Qair on this financing and to wish every success with further developments and investments in Poland and elsewhere in the world,” added Tomasz Zwoliński. About Dentons Dentons is the world's largest law firm, connecting talent to the world's challenges and opportunities in more than 75 countries. Dentons' legal and business solutions benefit from deep roots in our communities and award-winning advancements in client service, including Nextlaw, Dentons’ innovation and strategic advisory services. Dentons' polycentric and purpose-driven approach, commitment to inclusion and diversity, and world-class talent challenge the status quo to advance client and community interests in the New Dynamic. www.dentons.comDentons advises Sev.en Energy on aacquisition of US-based Blackhawk Mining
3rd August 2020 Dentons has advised international energy group Sev.en Energy on its strategic acquisition of US-based metallurgical coal producer Blackhawk Mining, LLC. C. The transaction comes on the heels of Sev.en Energy’s acquisition of a 17% ownership interest in Corsa Coal in May 2020, further reinforcing its access to the metallurgical coal mining industry in the US market. Blackhawk Mining is one of the largest metallurgical coal producers in the US. With annual production capacity of seven to eight million tonnes of metallurgical coal among its five underground and open pit mining complexes in West Virginia and Kentucky, Blackhawk Mining is an important supplier of metallurgical coal both locally and internationally. It also owns three thermal coal mine complexes producing three to four million tonnes per annum. In 2019, Blackhawk Mining had $1bn revenues and $120m EBITDA. Commenting on the acquisition, Dentons partner Petr Zákoucký, said: “Having worked for Sev.en Energy for many years, I am inspired by their sustained dynamism, and by this bold strategic move, even during these difficult market conditions. We were delighted to have opportunity to play our role in this success.” Alan Svoboda, Executive Director of Sev.en Energy who leads the Group’s international expansion added: “Once again, the Dentons team exceeded our expectations and delivered the transaction within a tight time frame of less than a month, nailing both the complexity of the deal and challenges created by the current worldwide pandemic. What was really outstanding was the dedication and flexibility that the entire team showed.” Dentons’ cross-border team was composed of partners Petr Zákoucký (Prague, Energy/M&A), Ilan Katz (New York, M&A), Lee Smith (New York, Finance), Christopher Van Bever (Lexington, Mining) and John Rhine (Evansville, Mining) Robert E. Richards (Chicago, Insolvency), Managing Associate Gregory DiBella (New York, M&A) and Associate Barbora Obračajová (Prague, Energy). Alvarez & Marsal advised Sev.en Energy on financial due diligence and Weir on technical due diligence. About Sev.en Energy Sev.en Energy owns significant coal and energy production assets in the Czech Republic, the United Kingdom, Australia and the USA. It is the largest private operator of coalmines and conventional power plants in the Czech Republic, and employs more than 3,500 people. In 2019, Sev.en Energy acquired additional power generation assets from Swiss energy group Alpiq and a 50% stake in the multinational energy company – InterGen N.V., which is one of the leading independent power generators with gas-fired power plants in the UK and coal-fired power plants and coal mines in Australia. When pro-forma aggregated with the financial results of InterGen and Alpiq CZ, Sev.en Energy group combined revenues in 2019 were EUR 1,4 billion and EBITDA of EUR 319 million. About Dentons Dentons is the world's largest law firm, connecting talent to the world's challenges and opportunities in more than 75 countries. Dentons' legal and business solutions benefit from deep roots in our communities and award-winning advancements in client service, including Nextlaw, Dentons’ innovation and strategic advisory services. Dentons' polycentric and purpose-driven approach, commitment to inclusion and diversity, and world-class talent challenge the status quo to advance client and community interests in the New Dynamic. www.dentons.comDentons supports German subsidiaries of the Recylex Group in restructuring
3rd August 2020 Global law firm Dentons is assisting Weser-Metall GmbH and Harz-Metall GmbH, both subsidiaries of the French-German Recylex Group, with their restructuring through ‘self-administration’ proceedings. In addition, Dentons restructuring lawyers Andreas Ziegenhagen and Dirk Schoene and their team are advising the German management of the Recylex Group within the scope of its self-administration. As a result of the COVID-19 pandemic and the dramatic decline in metal prices, the German subsidiaries of Recylex have each applied for protective shield proceedings under German insolvency law. The aim of the protective shield is to allow the companies to continue their individual restructuring measures and to return to economic stability after the pandemic - if necessary, in a new shareholder structure. Weser-Metall produces about 100,000 tons of lead per year at its headquarters in Nordenham (Lower Saxony), making it the third largest lead smelter and the second largest lead recycler in Europe. Harz-Metall has its headquarters in Oker in the Harz Mountains and is one of the leading European recycling companies for lead and zinc contaminated waste. The Recylex group has a total of eleven operating units and two administrative sites in France and Germany. In addition to the companies supported by Dentons, two other companies in the group, Norzinco GmbH and PPM Pure Metals GmbH, have also submitted applications for protective shield, whilethree other German subsidiaries requested self-administration under creditor protection. The Group's French companies are not affected. Andreas Ziegenhagen, Head of the Europe and German Restructuring practice, said: "With the filing for protective shield proceedings, we are making use of the most restructuring-friendly court proceedings in the interest of all stakeholders of the companies”. Advisor to Harz Metall / Weser Metall / German management of Recylex: Dentons (Berlin): Andreas Ziegenhagen (Partner, Restructuring, Berlin/Frankfurt), Dirk Schoene (Partner), Dr. Jan Seelinger (Counsel), Dr. Benjamin Kurzberg (Counsel), Judith Schmid (Senior Associate), Dr. Jakob Pickartz (Senior Associate), all Restructuring and Insolvency About Dentons Dentons is the world's largest law firm, connecting talent to the world's challenges and opportunities in more than 75 countries. Dentons' legal and business solutions benefit from deep roots in our communities and award-winning advancements in client service, including Nextlaw, Dentons’ innovation and strategic advisory services. Dentons' polycentric and purpose-driven approach, commitment to inclusion and diversity, and world-class talent challenge the status quo to advance client and community interests in the New Dynamic. www.dentons.comLegal Developments
Hong Kong legal update on the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies promulgated by the CSRC
7th March 2023 On 17 February 2023, the China Securities Regulatory Commission (CSRC) announced the new regulations for the filing-based administration of overseas securities offering and listing by domestic companies, which are set to take effect on 31 March 2023. The new measures comprised six documents, including the "Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies" (境内企业境外发行证券和上市管理试行办法) (the Trial Measures) and five supporting guidelines. The Trial Measures regulate the system, filing management and other related rules in respect of direct or indirect overseas issuance of securities by PRC enterprises and PRC enterprises with overseas parent entities and/or variable interest entity structures, which are referred to as "domestic enterprise(s)" in this article. We set out below some of the key changes and implications to Hong Kong market participants.Quincecare duty in insolvency scenario
7th March 2023 The recent case of Stanford International Bank Ltd (In Liquidation) (Appellant) (SIB) v. HSBC Bank PLC (Respondent) (HSBC)[1] confirms that a bank only owes its customers a Quincecare duty (i.e. an implied term and a co-extensive duty of care owed by the bank to its customer to refrain from making or executing a payment when the bank is put on inquiry that a payment instruction from its customer may be a result of fraud) and such duty does not extend to creditors of its customers. This UK Supreme Court case considered the question of whether, under a Quincecare duty, the Liquidators of SIB could recover damages from HSBC for the loss of chance suffered in respect of payments made to the early subscribers of a Ponzi scheme, who successfully withdrew their funds in full and escaped without loss (earlier customers) despite SIB’s insolvency and to the detriment of subscribers who were subsequently unable to withdraw their funds and suffered loss (later customers).Focus on “G” in ESG
7th March 2023 In the continuing “mainstreaming” of the importance of corporate environmental, social and governance (ESG) performance, let us focus on “G” as we start the new year. Hong Kong is one of the earliest jurisdictions to have introduced ESG reporting of listed companies, and the requirements have undergone several rounds of updates since the first iteration in 2013. Under the revised ESG Reporting Guide issued in July 2020, a key enhancement is the focus on board governance and oversight of ESG issues. The enhanced ESG disclosure framework requires mandatory reporting on the board’s engagement and oversight on ESG matters and “comply or explain” disclosure on four environmental aspects and eight social aspects; and in relation to each aspect to cover (a) general disclosures on the issuer’s policies and/or compliance with laws and regulations (as applicable), and (b) key performance indicators (KPIs).Hong Kong tax update on foreign-sourced income
7th March 2023 On 28 October 2022, Hong Kong introduced into the Legislative Council for review the Inland Revenue (Amendment) Taxation of Specified Foreign-sourced Income Bill 2022 (the Foreign-sourced Income Amendment Bill), which renders certain specified categories of foreign-sourced income subject to Hong Kong profits tax liability. With the Legislative Council’s passing on 14 December 2022, the Inland Revenue (Amendment) (Taxation on Specified Foreign-sourced Income) Ordinance 2022 (the Foreign-sourced Income Amendment Ordinance) took effect on 1 January 2023 and has brought about significant changes to Hong Kong’s long-standing territorial source basis of taxation, applying tax on specified foreign-sourced income received in Hong Kong with the stated objective of addressing “double non-taxation”.HKEx proposes new listing regime for Specialist Technology Companies
7th March 2023 Following the successful launch of the biotech listing regime, the Hong Kong Stock Exchange (HKEx) issued a Consultation Paper on New Listing Rules for Specialist Technology Companies in October 2022, which proposes to lower the bar for innovative technology enterprises with high growth potential that seek to list on the HKEx.Hong Kong Court of Appeal confirms that “standby time” is not a “rest day” under Hong Kong law
7th March 2023 In a recent decision of the Hong Kong Court of Appeal in Breton Jean v. 香港麗翔公務航空有限公司[1], the Court of Appeal upheld the decision of the District Court in its findings pertaining to what constitutes a "rest day" for employees.Overview on Digital Assets Regulations in SEA
1st December 2022 The digital assets wave has swept across South-East Asia (SEA). From Axie Infinity (a popular play-to-earn blockchain game) in the Philippines to Cambodia’s Project Bakong (a central bank digital currency), the adoption of digital assets in SEA has been rapid. Digital assets investments in SEA is expected to further increase. This demand for digital assets will likely cut across all wealth and demographic sectors.Starboard: Draft Convention on the effect of judicial sales of vessels approved by UNCITRAL
1st December 2022 The United Nations Commission on International Trade Law (UNCITRAL) approved on 30 June 2022 a draft convention (the Draft Convention) on the effects of judicial sales. The Draft Convention will now be put to the United Nations General Assembly to consider signature. The Draft Convention originated from a long-standing project of the Comité Maritime International (CMI) commenced in 2007 and eventually known as the ‘Beijing Draft’ [1] which was adopted by the CMI in its 2014 Hamburg Conference. In 2018, the Draft Convention was accepted by UNCITRAL into its work programme.Carbon Projects and ASEAN: Opportunities and Challenges
1st December 2022 Carbon transactions are a multi-fold process encompassing in them offsets strategy, credit generation and purchase, monitoring and verifying credits, project finance, retirement of credits, and reporting. Carbon transactions include carbon trade which is the buying and selling of credits that permits a company or other entity to offset their greenhouse gases (GHG) emissions by investing in carbon sequestration projects, renewable energy projects or buying credits off an exchange/platform. One tradable carbon credit equals one tonne of carbon dioxide, or the equivalent amount of a different greenhouse gas reduced, sequestered or avoided. Carbon markets are trading systems in which carbon credits are sold and bought.Light at the end of the tunnel – A case study of a successful restructuring
1st December 2022 In his opening remarks at the SICC INSOL seminar on debt restructuring in the Asia-Pacific held on 22 September 2022, Second Minister for Law Edwin Tong SC cited the court sanctioned schemes of arrangement of Singapore-listed Pacific Radiance group as an example of the Singapore insolvency framework facilitating successful outcomes. He mentioned that these schemes tied in with a wider consensual restructuring negotiated earlier this year. This consensual restructuring recently completed with the resumption of trading of the securities of Pacific Radiance Ltd (Pacific Radiance) on the Singapore Exchange Securities Trading Limited (SGX-ST) on 26 September 2022. It was the culmination of close to five years of restructuring efforts by Pacific Radiance, in which Dentons Rodyk played a key role as its legal counsel.Private Equity Leans into ESG
1st December 2022 Environmental, social and governance (ESG) issues are a growing concern for investors, consumers, governments and other stakeholders.Dentons Rodyk Dialogue 2022
1st December 2022 The Dentons Rodyk Dialogue 2022, the sixth of its series, is co-organised by Dentons Rodyk & Davidson LLP and the Singapore Management University (SMU) under the auspices of the SMU Yong Pung How School of Law’s Centre for Commercial Law in Asia. This year marks the first time since the COVID-19 pandemic that we were able to host a full in-person audience of more than 200 attendees, with many more live viewers tuning in virtually from more than a dozen different countries. This year’s Dialogue focused on maximising the commercial opportunities and profound societal benefits brought about by digitalisation, while effectively minimizing the often unforeseen and inadvertent risks and consequences digitalisation has on society and the environment.Legal Briefings
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Navigating the business impact of South Korea’s Serious Accidents Punishment Act
Introduction of the Act South Korea’s Serious Accidents Punishment Act (SAPA or the Act), enacted on 27 January 2022, has substantially impacted the country’s legal landscape. Primarily aimed at preventing grave accidents, ensuring accountability, and protecting the lives and well-being of citizens and workers, SAPA introduced significant legal consequences for businesses. The Act places a …
Comparative Guides
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Nigeria: Class Actions
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Indonesian Fintech Business Update
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