Andrew Hutton, formerly a senior lawyer at Paul Hastings, has defected to the Singapore office of O’Melveny & Meyers. With Hutton’s departure, Paul Hastings has now lost four senior-level lawyers from its Asia practice in the last year: US securities expert Joe Sevack, who left for Troutman Sanders, partners Maurice Hoo and Phoebus Chu, who left to Orrick, and Etsui Doi who departed for the co-head position at Foley & Lardner’s Tokyo office. Hutton will assume a counsel position at his new firm, and will be initially placed in Hong Kong before relocating to Singapore in early June 2010.

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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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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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In recognition of the bumper crop of M&A and equity market deals worked on over the past year, Freshfields won three awards at the ALB China Law Awards: won M&A Deal of the Year, Equity Market Deal of the Year and International Law Firm of the Year.The firm seized its M&A and Equity Market Deal Awards for its role on China Minsheng Bank’s blockbuster US$3.2bn Hong Kong IPO and GCL Poly’s innovative takeover of Jiangsu Zhongneng, respectively.

On the other hand, King & Wood collected five trophies, winning China Law Firm of the Year 2010, Equity Market Deal of the Year, Insolvency & Restructuring Law Firm of the Year, Insurance Law Firm of the Year and Managing Partner of the Year, more awards than any other firm.

ALB China Shanghai Law Awards 2010 – the big winners

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Deal flow is still active throughout Asia, particularly China, the most resilient emerging market in the current global economic downturn.  Included below are some of the most newsworthy capital markets, M&A, energy, private equity and finance deals of 2009 and 2010, with Asia’s IPO volume and search for oil and other raw materials leading the region’s recovery.

2010

So far in 2010, Asia has seen considerable growth in funds, including BoCom’s (Bank of Communications) announcement this February of its aim to raise $250 to $500 million in the three months for a China private equity fund.  This would be the largest fund raising effort by a mainland company since 2007.

IPOs have also continued its positive growth into 2010; here are a few notable and recent IPO deals in 2010:

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Paul Hastings has appointed Toshiyuki Arai as chair of its Tokyo branch.  Arai has been with the firm for almost 20 years and specializes in the cross-border investment and M&A.   With his new position, Arai will oversee the strategic development of the firm’s considerable but expanding Tokyo base.

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White & Case has hired Francis Zou, a lawyer from Allen & Overy’s US China group, to be a partner in its global banking practice. He is expected to help bridge the firm’s US and Asia banking practices, and his extensive experience with Chinese clients is expected to bring in new clients.

Global banking head, Eric Berg, stated: “He has significant background working with top Chinese commercial banks and corporations that will greatly increase our cross-border opportunities for serving these companies, especially as they ramp up their activities in the US and other key markets, including Asia and Latin America.

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The top deals in Asia last year reveal that practicing corporate law in Asia continues to be a lucrative career choice, with the big firms doing billions worth of business in China, Japan and India.

Some of the biggest deals were initial public offerings. Haiwen & Partners represented China State Construction Engineering Company (CSCEC), China’s largest construction company, in a $6 billion IPO on the Shanghai Stock Exchange, the largest A-share IPO since 2007, and the country’s fifth-largest IPO ever.

Morrison & Foerster’s Hong Kong office represented UBS, JPMorgan, and CITIC in a $1.3 billion IPO of China Zhongwang, one of Asia’s biggest manufacturers of extruded aluminum products. The deal made Zhongwang’s chairman into one of China’s richest people.

M&A was again a hot practice area, with Clifford Chance in on top deals between China Minmetals/OzMetals as well as Delta/Buma and Royal Group/Millicom. Davis Polk & Wardwell represented Nikko Cordial Securities in its sale to Sumitomo Mitsui.

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Clifford Chance counseled Star Cruises Limited in its US$150 million convertible bond issuance.  The bonds are convertible into Star Cruises Limited shares which are listed on the Hong Kong Stock Exchange.

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Paul, Hastings, Janofsky & Walker advised China Everbright Ltd on a joint venture with Macquarie Group Capital Limited.  The joint venture will consist of domestic and international funds through which the companies plan to raise US$1.5 billion to purchase and invest in infrastructure assets in Greater China.  The companies will target investors interested in buying into the toll road, airport, renewable energy, water, waste, port and rail sectors.

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Skadden, Arps, Slate, Meagher & Flom LLP has advised China real estate company SRE Group Limited in the following three transactions:

• A tender offer and consent solicitation to the holders of its US$200 million high yield bonds at a purchase price equal to 80 percent of the bonds’ face value.
• Issue and sale of US$ settled RMB denominated 6 percent convertible bonds.  The bonds are valued at RMB 446.9 million (US$65 million).
• Follow-on offering of shares in Hong Kong, which has raised HK$500 million (US$64 million).

The firm advised on US federal securities law, English law and Hong Kong law.

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Stamford Law Corporation counseled Jade Technologies Holdings Ltd in its purchase of 20 percent of economic interest in Daqing Xinlong.  The acquisition is valued at S$7.7 million and will be followed by a wholly foreign-owned enterprise established by the two companies to take over Daqing Xinlong’s distribution and trading activities.

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Baker & McKenzie counseled Electric Power Development Co Ltd and Chugoku Electric Power Co Inc in their combined acquisition of a 10 percent stake in the Chinese power company Gemeng International Energy Co Ltd.  Electric Power Development Co Ltd and Chugoku Electric Power Co Inc purchased their respective 7 percent and 3 percent stakes from Deutsche Capital Hong Kong Ltd for ¥10 billion (US$106 million) and ¥4 billion (US$42.4 million).

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Freshfields Bruckhaus Deringer is currently advising Sinochem on a proposed acquisition by Sinochem Resources UK Limited of Emerald Energy Pic.  Sinochem is looking to purchase Emerald Energy Pic for £532.1 million (US$876.6 million).  Sinochem is a state-owned enterprise in China which deals in energy, agriculture, chemicals, finance and real estate.  Emerald Energy Pic is a UK-based FTSE-250 oil and gas explorer and producer.

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K&L Gates LLP advised the first two foreign company listings on Taiwan’s Emerging Stock Exchange.  The first listed was Array Inc, a network solutions company, and the second was Cowealth Medical, medical supplies distributor.  K&L Gates advised the lead manager in Cowealth Medical’s listing, Horizon Securities.

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Paul, Hastings, Janofsky & Walker advised CIMC Enric on its acquisitions in China and Europe.  CIMC Enric is one of the largest manufacturers in the transportation, storage and processing equiptment industry.  These acquisitions are helping CIMC Enric expand to become the global market leader in its sector.

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Sidley Austin advised The Bank of East Asia (China) Limited in its debut issuance of renminbi denominated bonds in the aggregate principal amount of RM 4 billion (US$585.2 million).  The 2.8 percents bonds are due 2011 and came in two parts, one for public subscription by Hong Kong retail investors, and the other for institutional investors.  The Bank of East Asia (China) Limited is a wholly owned subsidiary of The Bank of East Asia Limited.

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Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates acted for Wumart Stores Inc in a transaction to raise capital from TPG Capital, Hony Capital, and Legend Holdings.  The three companies will invest a total of HK$1.65 billion in Wumart Stores Inc and will receive an a combination of H-shares and domestic shares for a total of a 10.9 percent stake in the company.  This will help fund Wumart’s expansion in the PRC.

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Clifford Chance has advised HSBC and CITIC Securities Corporate Finance Limited, in HCBC Bank’s (China) issue of the first RMB bong in Hong Kong by a China subsidiary of a foreign bank. The transaction involved RMB-denominated bonds worth RMB1 billion. The team was led by Connie Heng from Hong Kong.

Amber Energy Limited, a clean energy company, has been advised by Jones Day on its public offering and share placing on the main board of the Hong Kong Exchange. The offer of 100 million shares at HK$1.66 received application money worth more that HK$17 billion. The Jones Day team was led by partner Barbara Mok and Z. Alex Zhang.

Latham & Watkins has represented Pypo Digital Company Limited, a distributor of Samsung mobile phones in the PRC, on its acquisition by Middle Kingdom Alliance Corp. Under the terms of the transaction, Middle Kingdom re-domiciled from Delaware to the Cayman Islands and also changed its name to Pypo China Holdings Limited. Partners David Zhang, Rob O’Shea and Allen Wang led the firm’s team.

Milbank has advised Sumitomo Corporation and Kyushu Electric Power Company, both from Japan, on the financing of a proposed 12,000 square meter, 50 MW wind farm in the Inner Mongolia Autonomous Region of China. The financing, made up of an RMB 164 million facility from Asian Development Bank and an RMB 170 facility from the Industrial and Commercial Bank of China was provided to a joint venture between China’s Datang Corporation and the Japanese sponsors. Senior projects attorney Jeff Layman from the Beijing office worked on the deal.

Paul Hastings advised clients on three top-up placement transactions in Hong Kong:

• The firm advised Poly Investments Limited, a PRC real estate developer on its placement with HK$794.
• Paul Hastings also advised Xinyu Hengdeli Holdings Limited, a Greater China watch retailer on its placement worth HK$618 million
• Lastly, the firm acted for joint book runners Morgan Stanly and Credit Suisse on a placement valued at HK$1.5 billion by KWG Property Holding Limited, a real estate developer from the PRC.

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