Clifford Chance has promoted five Asia-based lawyers to partner as part of its annual promotions.  Cameron Hassall (arbitration & commercial litigation, Hong Kong), Leng-Fong Lai (capital markets and structured finance, Tokyo), Ho Han Ming (funds & corporate, Singapore), James Abbott (dispute resolution & litigation, Dubai) and Tim Wang (corporate, Beijing) were all promoted.  The firm has promoted 22 partners globally in total, with most of them being in the corporate, finance and litigation & dispute resolution practices.

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Ropes & Gray has reportedly appointed Arthur Mok, the former managing partner of Hogan & Hartson’s Shanghai office, to partner in the firm’s life sciences, M&A and private equity practices in China.  He will initially be based in Washington, but he will launch Ropes & Gray’s Shanghai office once the office is approved by the Chinese government.

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Freshfields Bruckhaus Deringer has advised Chinese company Zhejiang Geely Holding Group on its $1.8bn acquisition of Volvo from the Ford Motor Company. This is a landmark deal as it is the first time a major car manufacturer has been taken over by a Chinese company and is also the biggest takeover of a luxury brand so far in the country. Freshfields’s advising team was led by London corporate partner Chris Bown, Jack Wang in Beijing, Teresa Ko in Hong Kong and Tim Wilkins in New York. IP partner Avril Martindale was also involved. Ford consulted Hogan & Hartson, with European head of M&A William Curlin leading the team.

Japanese ‘big four’ firms Nishimura & Asahi and Anderson Mori & Tomotsune, along with Wall Street firms Simpson Thacher & Bartlett and Sullivan & Cromwell have advised Japanese insurer Dai-ichi Life with its IPO on the Tokyo Stock Exchange. The IPO, which raised US$18.4 billion, is the world’s largest IPO in two years and also the largest in Japan since the US$18.4 billion IPO of NTT DoCoMo over a decade ago. Nishimura & Asahi’s, Japanese counsel for Dai-ichi Life, team was led by Yasutaka Nishikori, while Simpson Thacher & Bartlett’s, international counsel for Dai-ichi Life, team was led by Alan Cannon. The managers were assisted by Sullivan & Cromwell and Anderson Mori & Tomotsune who acted as international counsel and Japanese counsel, respectively. Sullivan & Cromwell’s team was led by Izumi Akai, and Anderson Mori & Tomotsune’s team was led by Hironori Shibata.

Davis Polk & Wardwell, Simpson Thacher & Bartlett, Lee & Ko, and Shin & Kim were involved with the global IPO by Korean Life Insurance on Korea Exchange. Korean Life Insurance is the oldest life insurance company in Korea and is also the second-largest one. The deal was the largest Korean IPO since 2006 and the second largest among all IPOs in Korea, including dual-listed IPOs. Davis Polk & Wardwell and Shin & Kim represented the underwriters, while Lee & Ko and Simpson Thacher & Bartlett represented Korea Life Insurance. Lawyer Eugene Gregor was involved from Davis Polk & Wardwell, and Kristina Kang, Soo K Chung, and Youngjin Sohn were involved from Simpson Thacher & Bartlett.

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The partners at Hogan & Hartson have voted to merge with Lovells. With the successful vote, the two firms will become Hogan Lovells from May 1, 2010, forming a top 10 global practice with 2,500 lawyers and revenues of around $1.8 billion.

Lovells managing partner David Harris and Hogan chairman Warren Gorrell will become co-chief executives till 2014. Lovells senior partner John Young and Hogan corporate and project finance partner Claudette Christian will take the role of co-chairman.

Gorrell and Harris have stated that the new firm will pioneer a new kind of legal practice, one in which the global reach of magic circle firms is combined with a more diverse practice coverage and a greater industry focus. Besides its banking and corporate practices, the Hogan Lovells will be strong in the regulatory, antitrust, intellectual property, real estate and litigation areas.

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Clifford Chance has assisted on two Hong Kong IPOs, led by partner Amy Lo assisted by Rupert Li:
· China Minsheng Bank did an IPO that raised US$3.9 billion and became listed on the HKSE. The firm advised on Hong Kong and US law aspects of the global offering.
· Chiina Longyuan Power’s IPO was worth about US$2.2 billion, and the firm advised on the Hong Kong and US legal aspects.

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Davis Polk & Wardwell LLP has represented JP Morgan Securities Ltd as sole dealer manager in regards to a cash tender offer by Noble Group Limited to acquire up to approximately US$488 million of its outstanding US$680 million 6.625% senior notes due 2015. The firm’s team was led by Hong Kong-based partner William F. Barron and partner Eugene C. Gregor of the Tokyo office.

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Clifford Chance has assisted NWS Holdings Limited on its sale of a controlling share, valued at HK$1.82 billion, in Taifook Securities Group Limited to Hai Tong (HK) Financial Holdings Limited. The sale will prompt a mandatory general offer for Taifook’s remaining shares under the Hong Kong Takeovers Code. This is thought to be one of the first takeovers by a Mainland securities company of a Hong Kong securities company. Hong Kong partner Cherry Chan led the firm’s advisory team.

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DLA Piper has advised GGV Capital in relation to its US$15 million investment in China’s leading travel search engine, Qunar.com. The funds will used to develop the company’s brand and other market activities. GGV Capital is one of the first venture capital firms to fund start-ups in China. Beijing-based partner Rocky Lee advised.

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The Hogan Lovells model will maintain separate profit pools and accounting years, even with integrated governance and remuneration.  The proposed structure for the merger between Lovells and Hogan & Hartson would have the firms maintain separate partnerships in the US and UK/international.  It would also likely include an umbrella organization, such as a Swiss verein or co-operative, to allow for firmwide governance, branding and cost-sharing.

The two firms will retain their separate accounting models: Hogan’s December year-end and cash-accounting model, and Lovells’s April year-end and accrual accounting.  While the model will have the firms maintain distinct partnerships and would block direct profit-sharing, the firms will have similar remuneration policies, with Lovells moving towards Hogan’s contribution-based model for partner pay.

85% of profits for equity partners will be allocated on a points-based system, covering sustainable financial and non-financial contribution to the firm over a medium-term basis, and the points allocations will be reviewed every two years.

There would be a 15% bonus pool designed to clearly recognize short-term contribution over a 12-month period. The bonus pool, which will be awarded on the same criteria as the equity points, will also be reviewed annually.

The range of equity points has yet to be decided, but it will probably be wider than the 2:1 range used in Lovells’ current partnership, a modified 10-year lockstep ranging from 30 to 60 points.

There will also be some minor changes to Hogan’s current pay model.

Lovells partners will see changes being phased in over a four-year period from May 2010, with the lockstep system in place for an interim two-year period as new equity points are decided.  The one-year bonus pool could be set up by the end of 2010.

Lovells and Hogan & Hartson have chosen to rebrand as Hogan Lovells if partners at both firms approve of the merger deal, as a document containing information about the merger sent to partners earlier this month stated.  The document also stated that the merged firm will have operational centers in London and Washington D.C. instead of choosing to have a single base.

The merged firm will be led by Lovells managing partner David Harris and Hogan chairman Warren Gorrell, and they will be co-chief executives for a four-year term until 2014. Lovells senior partner John Young and an undecided Hogan partner will take the title of co-chair.

The new management will consist of a ten member board with an international management committee, and both will have equal representation from Lovells and Hogan.  The firm will also keep Lovells’s practice group and practice stream structure.

The new pay system will be a merit-based point system like Hogan’s and not a lockstep like Lovells’s is with be an added performance-based bonus. Lovells had been moving in the direction for a performance-related bonus for partners before the merger discussions began.

Lovells partners will talk about the merger in detail at their annual partnership conference in Lisbon later this week.  If the merger is approved, it will occur on May 1, 2010.

While Lovells declined to comment, a spokesperson stated: “We have now submitted documents on the proposal to partners. We have previously said that we feel there is a strong business rationale for merger, but we are committed to having discussions about the future of our firm among our partners. As a result we will not be commenting on any of the specifics of the proposed merger at this time.

On October 29, 2009, the management of Lovells and Hogan & Hartson has declared their unanimous support of a merger between the two firms. The decision clears the way for proposals for the merger to be sent to the two partnerships. The merged firm will create a top 10 global law firm with about 2,500 lawyers in 40 offices located all over the world. Warren Gorrell, Hogan & Hartson’s chairman, commented that the merger would “”preserve the collegial and team-oriented cultures of each firm and our commitments to community service” and that “”This merger strengthens our ability to provide the highest quality service to our clients on their most important and challenging matters where they need us most.”

Lovells’s managing partner David Harris said: “The strong similarities in the fundamental values of each firm, combined with the powerful business rationale for the merger, are a compelling proposition. We have very complementary areas of strength, such as in corporate, finance, regulatory law, dispute resolution and intellectual property.”

Detailed proposals will be sent to the partners for both firms soon with partner meetings occurring over the next few weeks to thoroughly discuss the merger plan, with wider discussions being held at Lovells’s partnership conference on November 21, 2009. A vote will be held mid-December and if the merger is ratified, then it will come into effect by May 1, 2010

Fried, Frank, Harris, Shriver & Jacobson LLP assisted Merrill Lynch Far East Limited, as placing agent, in regards to the top-up placement of 80 million shares of Tianneng Power International Limited, and the placement of 30.8 million shares of Tianneng Power by management shareholders, collectively valued at about US$50 million. Corporate partners Victoria Lloyd and Joshua Wechsler led the firm’s team.

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Hogan & Hartson represented by partners Gordon Ng and Man Chiu Lee advised China Vanadium Titano-Magnetite Mining Company Limited with its HK$2.06 billion IPO on the Main Board of the Hong Kong Stock Exchange. Bookrunners and joint lead managers, Citigroup Global Markets Asia Limited and Deutsche Bank AG, Hong Kong Branch, were assisted by Paul, Hastings, Janofsky & Walker led by partners Raymond Li and David Grimm.

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Lovells has assisted a group of banks, including Standard Chartered Bank, DBS, ICBC Asia, Bank of Tokyo, Mitsubishi UFJ, Bank of East Asia and Wing Lung Bank, with Pacific Century Premium Developments Limited subsidiaries Pride Pacific Limited and Beijing Jing Wei House & Land Estate Development Co Ltd in regards to their HK$2.8 billion onshore and offshore financing. Hong Kong partner and head of banking Gary Hamp along with partner Owen Chan led the firm’s advisers.

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Paul, Hastings, Janofsky & Walker has represented sole bookrunner JP Morgan Securities (Asia Pacific) Limited in respect of the HK$1.16 billion sell-down of existing shares by the controlling shareholder of Huabao International Holdings Limited. Partners Raymond Li and Sammy Li led the firm’s team.

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UK firm Lovells and US firm Hogan & Hartson have been in discussions about a possible merger that could be finalized before the end of April 2010 pending both partnerships agreeing to the deal. A team from each firm is planned to be present at the other firm’s partnership meetings sometime later this year, with the team representing Hogan & Hartson headed by chairman Warren Gorrel and finance managing partner Prentiss Feagles, and managing partner David Harris, senior partner John Young, and litigation chief Patrick Sherrington leading the Lovells team.

Lovells will mention Hogan & Hartson’s merit-based pay system as the main selling point as it has been moving in that direction as of recent. If the merger goes through, the name of the new firm is likely to be Hogan Lovells with a combined 2,532 lawyers, and management from both firms are expected to fully integrate financially.