Allen & Overy has relocated London partner Gary McLean to Hong Kong and has named him head of the firm’s Asia-Pacific corporate practice. The move underscores the firm’s expanded corporate presence across Asia, which includes their recent office openings in Jakarta and Australia. Mr. McLean, who has been with A&O since 1988 and a partner since 1996. He had previously worked at the firm’ Hong Kong office and focuses his practice on M&A, asset financing, outsourcing transactions, joint ventures and corporate recovery work. More recently, Mr. McLean served as US counsel to the international underwriters for the Agricultural Bank of China, the work’s largest IPO.

Sheppard Mullin has added Jenny Liu, previously with DLA Piper’s Beijing office, as Special Counsel at their Shanghai office.

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Sino-Ocean Land Holdings subsidiary Sino-Ocean Land Capital Finance Limited issued a US$900m of perpetual subordinated convertible securities. The securities are treated as equity, making the negotiation of their terms and conditions complicated because the securities could not be compared to traditional convertible bonds.  Long-term legal advisor Kejie Law Firm of Beijing represented Sino-Ocean Land Capital Finance Limited in this deal. The convertible securities are perpetual with no fixed redemption date and make up the first issuance in Hong Kong where securities are recognized as equity on the issuers balance sheet upon issue.  Paul Hastings acted as International counsel while Maples and Calder acted as Cayman Islands counsel. The convertible securities will be listed on the Singapore Stock Exchange upon completion.

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Nixon Peabody has appointed David Cheng, a partner in the firm’s tax controversies and litigation team, to the role of chair and Managing Partner of the firm’s china and Asia Pacific practice. This follows former chair Henry Liu’s defection to DLA Piper. Cheng, who now spends the majority of his time in the firm’s Shanghai office, has represented a host of US, European Union and Chinese companies in cross-border matters, and serves as external general counsel for a number of large and emerging Chinese companies, managing their global legal needs.

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Clifford Chance has advised JP Morgan and Goldman Sachs as underwriters in respect of the US $601 million top-up placement by COSCO Pacific Limited, a major container terminal operator in Hong Kong.  The funds will be used to support the company’s US$520 million acquisition of an additional 13.7 percent stake in the Yantian Terminals – located at Shenzhen Port and the fourth largest container port in the world in terms of TEUs – from AP Moller-Maersk A/S, one of the world’s largest shipping and logistics groups. Partner Amy Ho led the firm’s advisory team.

Davis Polk & Wardwell LLP has advised the initial purchasers – Merrill Lynch International, Morgan Stanley & Co International PLC, Deutsche Bank AG Singapore Branch, and Standard Chartered Bank – in respect of the US $650 million Rule 144A/Regulation S offering by Agile Property Holdings Limited (Agile) of its 8.875% high-yield notes due 2017. Agile is one of the leading property developers in China, focusing on the development and sale of large-scale residential properties in China. Partner William F Barron led the firm’s advisory team. Agile was advised by Sidley Austin as to US and Hong Kong law, by Conyers, Dill & Pearman as to BVI and Cayman Islands law, and by Jingtian & Gongcheng as to PRC law.

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Questions have been raised about the use of the counsel position as a promotion for associate lawyers including whether or not these promotions are good for the lawyer, firm and client?

Some recently promoted counsel are David Lam of Clifford Chance, Gerhard Radtke of Davis Polk, Jenny Liu of DLA Piper, Karen Yan of Latham & Watkins and Nicholas Song of Vinson & Elkins. Firms believe that they can use the counsel position to recognize an associate’s outstanding performance and contribution to the firm.

Jay Cuclis, a member of Vinson & Elkins, said, “In our firm, counsel promotion is the management committee’s recognition of specific senior associates who have distinguished themselves with expertise in a certain area of the law, and have demonstrated excellence in practicing law. It’s a compliment to their skill and capability.” So does this mean that being promoted to counsel can be a part of the partner track or is it a final destination within a firm?

Every firm classifies the career potential and responsibilities of the counsel role differently. In some cases it may be used as a stepping-stone to partnership and in others it may be an alternative to partnership.

At Vinson & Elkins, any counsel could be elevated to partner at any time. Cuclis said, “Counsel is not necessarily an intervening step in the partner promotion process, but rather a designation for certain associates to play a greater role.”

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Simpson Thacher & Bartlett and Sullivan & Cromwell were involved in Chapdelaine & Co sale of a controlling interest to PFH Partnership Holdings. Simpson Thacher & Bartlett advised PFH Partnership and Hong Kong partner Brian Stadler led the advising team. Sullivan & Cromwell assisted Chapdelaine & Co. and the firm’s team was led by Jay Clayton.

Davis Polk acted as US counsel for China Merchants Bank, China’s sixth-largest lender by assets, in connection with its US$3.2bn rights offering. China Merchants Bank is the first major Chinese bank since the credit crunch to raise funds from a rights issue. The global rights offering consisted of a public offering of A shares, a public offering of H shares and private placements of H shares to institutional investors outside the PRC and Hong Kong, including within the United States. UBS AG and CICC were the global coordinators, while BNP Paribas, J.P. Morgan, Merrill Lynch, and UBS were the joint lead underwriters. In addition, Citi was the financial adviser of the H share rights offering. Davis Polk’s advising team was led by partner James Lin. Jun He and Herbert Smith both also advised China Merchants Bank as PRC counsel and Hong Kong counsel, respectively. Freshfields advised the underwriters as US and Hong Kong counsel, whilst Commerce & Finance acted as PRC counsel to the underwriters.

DLA Piper represented Woori Global Markets Asia in its guarantee of a floating rate note issuance of Fila Korea, worth US$50 million. Hong Kong partner Jae Chul Lee was involved.

Baker & McKenzie advised the lenders of a US$300 million term loan agreement made for petrochemical company PTT Public Company. A cross border team was used with the head of the Singapore Finance and Projects team, James Huang, and Thailand partner Vit Vatanayothin heading it.

Davis Polk & Wardwell LLP have represented Barclays Bank PLC, Nomura International plc and Standard Chartered Bank as initial purchasers in respect of the US$350 million Rule 144A/Regulation S offering by Star Energy Geothermal (Wayang Windu) Limited (Star Energy) of its 11.5 percent secured high-yield notes due 2015. Partners William F Barron and John D Paton. Hadiputranto, Hadinoto & Partners advised as to Indonesian law, while Linklaters, Allen & Gledhill advised the initial purchasers about English and Singaporean law. Star Energy was advised by Clifford Chanceas to US and English law, by Assegaf Hamzah & Partners as to Indonesian law, and by Conyers, Dill & Pearman as to BVI law.

Baker & McKenzie have advised CapitaLand China (RE) Holdings Co Ltd with regards to its US$2.2 billion purchase of the entire 100 percent interest in Orient Overseas Developments Limited from Orient Overseas International Limited, a Hong Kong based investment holding company. The transaction doubled CapitaLand’s PRC property portfolio. Corporate partner Jason Ng and real estate partner Edmond Chan were involved.

Dewey & LeBoeuf has advised Copenhagen-based Photonic Energy A/S in connection to the settlement of a joint venture and commercial disputes dealing with original equipment manufacturer contracts for solar modules. Photonic Energy A/S is the holding company for a group of solar companies active in China, Germany and Denmark. The firm also represented Photonic Energy with its acquisition of a 10 percent minority interest in a Hong Kong subsidiary set up between a subsidiary of Photonic Energy A/S and Centrosolar Group AG, a solar energy company listed on the Frankfurt market. Frankfurt partner Philipp von Ilberg and Hong Kong partner Heng Loong Cheong advised on the transactions.

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DLA Piper, Clifford Chance, and Woo Kwan Lee & Lo have advised on the first takeover of a Hong Kong-listed company by a mainland brokerage. Hai Tong Financial, subsidiary of Shanghai-listed Hai Tong Securities, the second largest securities firm in China by assets, acquired Taifook Securities, the largest brokerage in Hong Kong, from NWS Holdings for US$231 million.  Acquiring a brokerage in Hong Kong allows Chinese companies to obtain business licenses immediately and also expand their presence in the international finance market.  DLA Piper, Clifford Chance, and Woo Kwan Lee & Lo acted as Hong Kong counsels to Hai Tong, NWS,  and Tiafook, respectively.  Partners Esther Leung and Jeffery Mak led the DLA Piper team, while partner Cherry Chan led the Clifford Chance team.

Sidley Austin, Jun He, Dewey & Leboeuf and Linklaters have taken the lead legal advisory roles on the landmark IPO of he world’s largest producer of Aluminum, Rusal. The listing is historic because it is the fist listing of a Russian company on the Hong Kong Stock Exchange (HKSE) and the second by a European company.

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DLA Piper announced last week that the firm is representing AsiaInfo Holdings, Inc in its merge with Linkage Technologies International Holdings Limited. AsiaInfo is a NASDAQ-listed provider of telecom software solutions and IT security products and services in China, serving, among others, China’s three telecom operators: China Mobile, China Unicom and China Telecom. The operators are also served by Linkage, a company that provides mobile, fixed-line, and broadband support software and IT services. The merger, announced in early December and expected to close by March 2010, will be in the form of an acquisition wherein AsiaInfo will purchase Linkage in a US$733 million deal. The new company, predicted to be China’s largest software company, will be named AsiaInfo-Linkage, Inc. AsiaInfo-Linkage, Inc will have a market value of over US$1.8 billion.

The cash and stock deal will give Linkage stockholders US$60 million in cash and 26.8 million AsiaInfo shares at its closing. After the closing, Linkage legacy shareholders will own a large portion of AsiaInfo-Linkage, with 35.8% of the shares, while AsiaInfo’s legacy shareholders will possess the remaining shares.

Matt Adler, the head of the DLA Piper team, believes that this deal is indicative of a positive trend. With China’s recovery from the crisis, there is “a new wave of activity in the market,” with “M&A looking favorable in the region heading into 2010.”

Steven Liu adds that DLA Piper, proud to be involved in the transaction, has the platform and experience in China and the US to “add critical value for clients executing complex cross-border acquisitions of this type.”

DLA Piper has advised full service investment bank Roth Capital Partners LLC as underwriter and sole book runner in connection to the $39.675 million stock offering on NASDAQ by QKL Stores Inc, a leading regional supermarket chain in Northeast China. Partners Rocky Lee and Steven Liu helped advise.

DLA Piper has also represented global investment organizations Morningside China TMT Fund I LP and Intel Capital Corporation, the investment arm of Intel Corporation, with regards to the Series A financing of Phoenix New Media Limited, worth US$25 million. The two companies with Bertelsmann Asia Investments AG have jointly invested US$25 million in Phoenix, which provides a wide range of information including entertainment and news through integrated communication platforms to over 100 million Internet users. Beijing-based partners Rocky Lee and Steven Liu again were involved.

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