Asian awards

Author: | Published: 1 Apr 2005
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International Law Firm of the Year (Asia) 

Stephen Roith (Clifford Chance), Agnes Nardi (3HK)

Clifford Chance 

Clifford Chance's performance in Asia last year was impressive. Many clients, competitors and other market players that IFLR spoke to praised the quality and efficiency of the firm's work in particular. Some of the firm's most innovative deals came in greater China, as the lawyers created landmarks in the PRC in distressed assets (Silver Grant and Great Wall No 1) and M&A (Lenovo-IBM's personal computing division), structured a series of securitization and debt capital markets firsts in Hong Kong (the SAR government's debut global bond offering and Hong Kong Link), and set a debt financing benchmark in Macau (Wynn Resorts). The firm's equity lawyers were also busy, acting on the IPOs of Thai Oil, AirAsia and Yellow Pages in south-east Asia. Korea, Malaysia, Thailand, the Philippines and Indonesia were also jurisdictions in which the firm added to its capital markets, restructuring, and project and structured finance achievements. 

The runners up for this award were: Allen & Overy, Freshfields Bruckhaus Deringer, Linklaters, Shearman & Sterling, and Sullivan & Cromwell.

Regional Law Firm of the Year 

Adrienne Showering (Mallesons), Andrew Pringle (Major Hagen & Africa)

Mallesons Stephen Jaques 

In 2004, Mallesons showed its commitment to Asia-Pacific, developing its reputation through its transactional work while expanding its coverage in the region, in particular in China. The firm remained on the cutting edge in its home market of Australia, acting on the Zinifex IPO, the three-way Westfield merger, the financing of ConnectEast's Mitcham-Frankston Toll Road, the sale of British Airways' stake in Qantas, the sale of Epic Energy's pipelines, the Sydney Airport refinancing and the Parmalat Australia workout. Elsewhere in the region, Mallesons was closely involved in the Reach restructuring and built on its record in securitization by working on innovative deals such as the mortgage-backed securities offering for retail investors in Hong Kong. The firm also had roles on the international bond offering by India's National Thermal Power Corporation and the BHP Billiton Iron Ore joint venture. 

Each of the winners of the 14 National Law Firm of the Year awards was in contention for the regional award.

National Law Firms of the Year

Left to right:
Taiwan Lee and Li (Sherry Lin)
Vietnam YKVN (Truong Nhat Quang)
South Korea Kim & Chang (Kye Sung Chung)
Singapore Allen & Gledhill (Lucien Wong)
Hong Kong Johnson Stokes & Master (Robert Lynn)
Japan Mori Hamada & Matsumoto (Toru Ishiguro)

In-house Team of the Year 

Jaclyn Jhin, Bonnie Chan and Susan Simpson (Morgan Stanley), Richard Williams (Hong Kong Exchanges and Clearing Limited)

Morgan Stanley 

Morgan Stanley's Asia-based capital markets and M&A lawyers are among the most highly rated in the region, and they proved it in 2004. In the PRC, the high-yield debt offerings for Asia Aluminum and Sino-Forest required some creative solutions, as did the Ping An IPO and the China Telecom follow-on offering. In Korea, the lawyers were integral to the success of the LG.Philips LCD IPO after their lobbying efforts helped to rewrite the country's listing rules. The team also had roles on the ONGC and Tata Consultancy Services offerings in India, the Shinhan Bank block trade in Korea, and the Thai Oil IPO. In Japan, Morgan Stanley worked on the Shinsei Bank IPO among other noteworthy deals. In M&A, the bank's work on the Anheuser Busch-Harbin Brewery, TCL-Thomson and Singapore Power-TXU Australia deals, as well as the three-way bank merger in Thailand, was particularly impressive. 

To win the award, Morgan Stanley faced strong competition from Citigroup, Goldman Sachs and UBS. Emphasis was placed on the innovation, complexity and market impact of the various transactions the team had to advise on last year, as well as on the balance of work done, by both product and geographic area. 

China Practice Team of the Year 

Jonathan Gould (Jardine Matheson), Chun Wei (Sullivan & Cromwell)

Sullivan & Cromwell 

Sullivan's mix of debt, equity and M&A work last year in China, both for PRC clients and foreign investors, ensured the firm was involved in many of the cutting-edge transactions. The firm's capital markets lawyers were particularly busy on the IPOs of Ping An and Shanda Interactive, the follow-on offering by China Telecom and debt deals for China Development Bank and Shanda Interactive. The M&A team also showed its value, advising Bank of Communications on its deal with HSBC, Goldman Sachs on its venture with Gao Hua Securities, and Thomson on its agreement with TCL. The firm also advised UBS as the successful bidder to buy $3 billion of non-performing loans (NPLs) from Huarong. 

This award recognizes the international firm that stood out for the PRC work it did in 2004 across a variety of practice areas. The runners up were: Clifford Chance, Freshfields Bruckhaus Deringer, Linklaters, Paul Weiss Rifkind Wharton & Garrison, Shearman & Sterling, and Sidley Austin Brown & Wood. 


Debt and Equity-Linked Team of the Year 

Jeremy Webb (Linklaters), Andrew Ferguson (HSBC)

Linklaters 

Linklaters' debt and equity-linked lawyers continued to impress investment bankers and in-house counsel across Asia last year. Some of the firm's best work was seen on the four-in-one, multi-issuer convertible/exchangeable deal by the Formosa Group in Taiwan, and on the $1 billion convertible bonds deal for CNOOC. In Singapore, the firm acted on Temasek Holdings' issue of exchangeable bonds. In India, the deal list included Tata Motors' convertible notes offering, the first multi-tranche convertible by an Indian company. And in Japan, the firm advised on the exchangeable bond deal for NIKON Corporation. Among the debt deals Linklaters completed last year were global issues for Telekom Malaysia, the State Bank of India and the Industrial Development Bank of India. Also, the firm was Hong Kong counsel on the high-yield bond offerings by Asia Aluminum and Sino-Forest. 

Also in contention for this award were: Allen & Overy, Clifford Chance, and Davis Polk & Wardwell. 

Distressed Asset Team of the Year 

Connie Heng (Clifford Chance), Royce Miller (Citigroup)

Clifford Chance 

Clifford Chance maintained its reputation in 2004 for cutting-edge distressed asset deals across Asia, with a particular focus on Hong Kong and the PRC. For example, the firm had key roles on the Silver Grant and Great Wall No 1 deals, both integral to helping develop the PRC market and giving foreign investors new ways to buy non-performing assets. The work the lawyers put into interpreting various regulations and devising the structures helped to create new templates. The firm also acted on the sale of one of the portfolios of non-performing loans in the Huarong II deal, which, as with Great Wall, was one of the first transactions to close involving an outright sale of NPLs to a foreign investor. 

Clifford Chance faced competition from Paul Hastings Janofsky & Walker, and Sidley Austin Brown & Wood for this award. 


Equity Team of the Year 

Matthew Bersani (Shearman & Sterling), David Graham (UBS) 

Shearman & Sterling 

Shearman's equity team showed its capabilities time after time last year on some of Asia's most noteworthy and precedent-setting offerings, earning the lawyers many admirers. The firm was particularly busy in the PRC, where it worked on the IPOs for SMIC, China Netcom, Ping An, Tencent Holdings, 51job and eLong, and on China Telecom's follow-on global offering, which involved a US SEC-registered shelf takedown. Shearman was also active in Thailand, adding the Airports of Thailand Public Company Limited and Thai Oil IPOs to its portfolio. And in Japan, the firm was counsel to Japan National Oil Corporation as selling shareholder in the privatization of INPEX Corporation, and to the underwriters on Aeon's global offering, the largest such public deal for a Japanese retail company. 

The other firms in contention for the award were: Davis Polk & Wardwell, Freshfields Bruckhaus Deringer, Linklaters, and Sullivan & Cromwell. 

M&A Team of the Year 

Christopher Kelly (Linklaters), Susan Simpson (Morgan Stanley) 

Linklaters 

Linklaters' M&A lawyers were busy last year structuring deals across the region that created many blueprints. The firm's role as counsel to Citigroup on its unique KorAm Bank acquisition was one example, as was the Vodafone take-private transaction in Japan. The firm was equally innovative in south-east Asia, acting for Standard Chartered Bank and Astra International on their acquisition of a controlling stake in Bank Permata in Indonesia. Also in that part of the region, the firm advised BP on its complex sales of various stakes in businesses in Malaysia and Singapore. Meanwhile, in the PRC, Linklaters acted for Goldman Sachs in its joint venture with Gao Hua Securities, and closed a deal for Commonwealth Bank of Australia to buy a stake in Jinan City Commercial Bank, the first entry by an Australian bank into mainland China. 

The runners up for this award were: Cleary Gottlieb Steen & Hamilton, Clifford Chance, Skadden Arps Slate Meagher & Flom, and Sullivan & Cromwell. 

Project Finance Team of the Year 

David Kidd (Allen & Overy), Steven Allen (Hutchison Whampoa)  

Allen & Overy 

Allen & Overy's project finance team advised on a good regional and industry spread of interesting deals in 2004, ensuring it retained this award. In the PRC, the firm acted on the financing for Vopak Shanghai Logistics Company and was lenders' counsel on the innovative Meizhou Wan power deal. A&O was also busy in south-east Asia, acting for the arrangers on structuring the refinancing for the Optimal petrochemicals project in Malaysia, involving Islamic bonds and a US-dollar facility. And in Thailand, the firm advised the Japan Bank for International Cooperation in its role as lender to the BLCP power project. Further north, in Korea, the firm was counsel to Pusan Newport Co on its refinancing to help expand the initial project that signed in mid-2003. 

The other firms on the shortlist for the award were: Clifford Chance, Linklaters, Shearman & Sterling, and White & Case. 

Restructuring Team of the Year 

Mark Fairbairn (White & Case), Joe Longo (Deutsche Bank) 

White & Case 

White & Case continued to show its insolvency and restructuring strengths in Asia with its involvement both in contentious and transactional benchmark-setting work in 2004. In particular, the firm was counsel to the provisional liquidators in the Jinro (HK) International deal. This was the first time a foreign creditor successfully appointed a receiver in Korea to seize control of a Korean company to restructure it. Plus, the deal involved a unique bankruptcy application in the Tokyo District Court, applying a new Japanese law for the first time. The firm was also counsel to the provisional liquidators of the Zhu Kuan Group in its precedent-setting Hong Kong ruling. Elsewhere in Asia, the firm acted for Thai Oil in various pre-IPO transactions that helped the company prepare for its offering. 

Allen & Overy, Baker & McKenzie, Clifford Chance, and Linklaters were the other firms in contention for the award. 

Securitization Team of the Year 

Angelina Nguyen (HSBC), Mary Matson (Clifford Chance) 

Clifford Chance 

Clifford Chance won plaudits from almost all the main market players for its securitization work in 2004. The lawyers structured several firsts, showing the practice's strength in depth and its ability to handle the most complex deals. Deal of the year for the firm was the Hong Kong Link securitization of toll revenues from bridges and tunnels, calling on the team to quickly develop numerous, innovative solutions. Also in Hong Kong, the firm was integral to the success of Pan Asian's unique securitization of negative equity mortgages. Among other deals the firm closed in the region, it acted for the various arrangers on each of Korea First Bank's three residential mortgage-backed securities transactions, the first of which set a new precedent for Korean banks. 

The runners up for the award were: Allen & Overy, Freshfields Bruckhaus Deringer, Mallesons Stephen Jaques, and Paul Hastings Janofsky & Walker.


Debt and Equity-linked Deal of the Year 

Andrew Malcolm (Linklaters), Lilian Kou (Lee and Li) 

Formosa 

Everything about this four-pronged equity-linked issue for Taiwan's Formosa Group was impressive: size, complexity and profile. Indeed, it was the first time in the country that convertible and exchangeable notes had been issued at the same time in a single transaction. It was also Asia's largest simultaneous convertible/exchangeable bond.

This was a crucial deal for global coordinator and sole bookrunner Goldman Sachs (ABN AMRO and Citigroup were joint leads), although a lot of credit for creativity and structuring must go to the Linklaters team acting for the bank. Lee and Li (for Formosa) and Tsar & Tsai (for Goldman) led discussions with Taiwan's regulators on local law issues.

Due diligence was conducted on the four issuers simultaneously, as were negotiations over the legal documents for the four sets of bonds. The resultant offering circular was more than 400 pages long. 

Distressed Asset Deal of the Year 

Connie Heng (Clifford Chance), Lorraine Hahn (CNN) 

Silver Grant 

Citigroup's purchase of a stake in PRC bad-debt specialist Silver Grant has been the envy of many international banking rivals. The deal, a creative and bold step by the US investment house, will for the first time effectively allow a foreign investor to buy, and then sell, non-performing loans (NPLs) in the mainland directly through privately negotiated transactions, rather than auctions.

Silver Grant's expertise is as an NPL middleman, buying distressed assets from the PRC banks before selling them on in bundles to mainland and overseas investors.

Crucial to the structure was Clifford Chance's work in helping Citigroup ensure the deal would not trigger takeover regulations in Hong Kong, where Silver Grant is listed. The lawyers then advised Citigroup on its memorandum of understanding with Silver Grant, advised by David Lo & Partners, to potentially set up a joint venture company. 

Equity Deal of the Year 

Jin Seok Lim (Kim & Chang), Yong Lee (Cleary Gottlieb Steen & Hamilton), Philip Culhane (Simpson Thacher & Bartlett), Chang Bok Hur (Shin & Kim) 

LG.Philips LCD 

A deal that rewrites the initial public offering handbook of a country will always stand out. For LG.Philips LCD, the joint venture between Korea's LG Electronics and Philips Electronics of the Netherlands, its $1 billion deal saw the first concurrent dual listing of a Korean company on the Korea Stock Exchange and the New York Stock Exchange.

Over one-and-a-half years in the making, this deal would have been impossible without months of lobbying by UBS and Morgan Stanley, together with the lawyers. They helped to secure far-reaching regulatory changes to allow concurrent dual listings. The amendments included changing the rules regarding the stabilization, over-allotment option, allocation mechanism and filing of the offering documents.

Cleary Gottlieb Steen & Hamilton, and Kim & Chang were issuer's counsel, with Simpson Thacher & Bartlett and Shin & Kim advising Morgan Stanley, UBS and LG Investment & Securities. 

M&A Deal of the Year 

Jonathan Stone (Skadden Arps), Seong Soo Kim (Kim & Chang), Sanghoon Lee (Linklaters), Ri Bong Han (Bae Kim & Lee), Woong Soon Song (Shin & Kim), Ben Hur (Sidley Austin Brown & Wood), Yong Lee (Cleary Gottlieb), Tom Shin (Lee & Ko), Lorraine Hahn (CNN) 

Citigroup-KorAm Bank 

Citigroup's $2.7 billion acquisition of KorAm Bank was groundbreaking. This was biggest foreign investment, acquisition and tender offer in Korea, as well as the first takeover of a Korean bank by a foreign bank. For the selling consortium, led by the Carlyle Group and JP Morgan Partners, it was a successful exit.

Almost every legal and regulatory aspect of the transaction was unprecedented, requiring the expertise of the international lawyers involved; Cleary Gottlieb Steen & Hamilton for the selling consortium, Linklaters and Skadden Arps Slate Meagher & Flom for Citigroup, and Sidley Austin Brown & Wood for KorAm Bank.

Scrutiny from the Korean authorities was intense, calling on local counsel to work hard for their fees. Lee & Ko acted for the buyer, and the selling consortium used Kim & Chang and Shin & Kim. Bae Kim & Lee advised KorAm Bank 


Project Finance Deal of the Year 

Elisabeth Ellis (Minter Ellison), Robert Grondine (White & Case), Bruce Schulberg (Jones Day)  

Guangdong LNG 

The PRC's first LNG import and re-gasification terminal project was an important deal for the region and the market in general. It was also a landmark for PRC-led project financings; for the first time in the mainland, a group of Chinese lenders provided both renminbi and US-dollar facilities.

Educating the lenders on the associated risks and international techniques was a challenge, requiring innovative financing and security structures to overcome the local regulatory environment, where uncertainty in creating and enforcing security exists.

White & Case's work in making the lenders comfortable with the terms of the deal was impressive (former partner Raj Pande, who is now at Paul Hastings Janofsky & Walker, won particular praise for his advice). Summit Law Office advised the lenders on PRC law. Jones Day and King & Wood were counsel to the project sponsors. Minter Ellison acted for Australia LNG. 

Restructuring of the Year 

Stephen Roith (Clifford Chance), David Hirsch (Cleary Gottlieb), Jong-Goo Yi (Shin & Kim), Lorraine Hahn (CNN) 

LG.Philips Displays 

Restructuring LG.Philips Displays, the colour picture-tube joint venture between Korea's LG Electronics and Philips Electronics of the Netherlands, required the implementation of security arrangements in 13 jurisdictions across the world.

A combination of equity injections, part-principal repayment and the reduction of guarantees were used to help restructure the $2 billion of revolving and term credit facilities and extend the term of the loan by four years to 2010. Security was granted over shares, material fixed assets, receivables and the IP rights of the main operating subsidiaries. An innovative fall-back plan to cram down the claims of hold-out creditors was needed to ensure 100% lender support for the restructuring.

Cleary Gottlieb Steen & Hamilton was counsel to LG.Philips Displays, with Clifford Chance, Mochtar Karuwin & Komar and Shin & Kim acting for JP Morgan and the steering committee in Asia. 

Securitization Deal of the Year 

Stephen Roith (Clifford Chance), Lorraine Hahn (CNN) 

Hong Kong Link 

The HK$6 billion ($770 million) securitization of toll revenues from bridges and tunnels in Hong Kong was the first transaction of its kind in non-Japan Asia. It involved the SAR government (in its first securitization) bringing a novel deal to investors: the first securitization of sovereign assets; the first public securitization of infrastructure assets in Asia; the first asset-backed securities (ABS) to be listed on the Hong Kong Stock Exchange; and the first time retail investors have participated in an ABS offering in Asia.

To complete the transaction, which had a 36-page term sheet, in nine weeks from mandate to closing demanded much from the Clifford Chance lawyers, who drafted all the transaction documents for HSBC and Citigroup.

For the listing, extensive discussions took place with the Stock Exchange and Securities and Futures Commission over treatment of the issuer and potential waivers.