The editorial team of China Business Law Journal presents the law firms that stand out with their performance in the past year
China Business Law Awards are based on nominations and comments received mostly from China-focused corporate counsel, senior managers and legal professionals around the world. We consulted widely with law firm clients by conducting surveys to ascertain the level of their satisfaction with the services provided by the relevant firm. To determine the winners, each firm’s landmark deals, cases and other notable achievements in the past year were also evaluated carefully in combination with the nominations and comments we received.
China Business Law Awards include “Law firms of the year”, “Best overall law firms” and “Rising stars”. We also announce winners for various practice areas and industrial sectors that currently see active engagement by the legal services sector. Each practice area and industrial sector has PRC and international law firm winners of equal standing.
The awards are designed to showcase the diversity of talent in the legal services market while oﬀering assistance to in-house readers as they consider and select their legal advisers.
Although detailing the achievements of all the winners is not possible, it is necessary to point out that regardless of coverage, each winning firm in each category carries the same weight of achievement – and deserves the same level of congratulations. Well done to all our winners!
年度卓越律所 Law firm of the year
The winners of “Law firm of the year”, our most prestigious award, are: King & Wood Mallesons, Law firm of the year (China); Baker McKenzie FenXun, Law firm of the year (international); Maples and Calder, Law firm of the year (offshore); Deacons, Law firm of the year (Hong Kong); Zhong Lun Law Firm, Law firm of the year (Beijing); AllBright Law Offices, Law firm of the year (Shanghai); ETR Law Firm, Law firm of the year (Guangdong); Tahota Law Firm, Law firm of the year (Western China).
KWM assisted clients in seizing opportunities in international capital markets in 2017. The firm acted as PRC legal counsel to BOCOM International on the company’s Hong Kong IPO, and advised joint bookrunners and underwriters in Dasin Retail Trust’s Singapore IPO. The firm acted as PRC counsel to the underwriters in the overseas issuance of “Belt and Road” climate bonds by the Industrial and Commercial Bank of China (ICBC).
KWM advised State Grid Corporation of China on establishing a US$7.7 billion overseas medium term note programme. In April 2017, State Grid successfully issued US$5 billion senior guaranteed notes to global investors under the programme. According to KWM, this transaction was the largest single-currency foreign note issuance programme from a Chinese state-owned enterprise to date.
The firm was also praised for its performance in the domestic capital market. “KWM has an abundance of experience for A-share IPOs, and they are able to provide clients with professional legal services in line with the regulatory environment,” says one of its clients. “The firm’s high-quality work and rigorous working standards from the top to the very bottom have given their clients good impressions.”
KWM’s internet finance team has carried out research into internet finance models (e.g., third-party payment, P2P online credit platforms, internet wealth management platforms, internet micro-credit, crowdfunding platforms, cloud computing, big data, etc.) for a long time. They have advised clients including Ant Financial, Lufax, Suning Commerce Group, Haier Financial, 91 Finance and 360 Finance.
KWM also has a strong IP practice. “We are very happy with the working relationship, communication and professionalism of KWM,” says one client from outside China. “Over the past year, they have helped our company with tricky situations, and have come through with very positive results. Communication with foreign law firms is sometimes difficult. KWM has communicated thoroughly and timely with us.”
Baker McKenzie FenXun (FTZ) Joint Operation is the first international firm to be granted a joint operation licence in the Shanghai Free Trade Zone (FTZ), jointly established in 2015 by international law firm Baker McKenzie and PRC law firm FenXun Partners. Such a joint operation is able to provide Chinese and multinational companies with aligned international and PRC legal services.
“The Baker McKenzie FenXun team helped us to manage a challenging topic for our business and did it in a very professional and supportive manner, making it easy for us to understand the requirements in China and to meet them while still achieving our objectives,” says a client from New Zealand.
Baker McKenzie advised Shanghai Electric Group Company in connection with its investment in Manz, a German-listed, high-tech equipment manufacturer with a strategic focus on electronics, the solar industry and energy storage. The law firm also advised China CITIC Bank on its HK$6.6 billion (US$843 million) bridge and term loan facility to finance part of the acquisition and privatization of Belle International, which was considered one of Asia’s largest consumer buyouts.
Baker McKenzie has adopted e-discovery tools, data analytics and technology-assisted review in anti-corruption/corporate investigation practice. The firm has also adapted project management software for investigations, which has been praised by clients involved in multi-jurisdictional investigations.
Maples and Calder acted as Cayman Islands counsel in the privatization of Intime Retail, a Cayman-incorporated company listed on the Hong Kong Stock Exchange. The privatization involved a consortium between Alibaba Investment, a wholly owned subsidiary of Alibaba Group, and Intime International as joint offerors. The rollover arrangement regarding the shares held by the CEO of Intime Retail constituted a special deal under the Hong Kong Takeovers Code.
In WuXi Biologics’ Hong Kong IPO, Maples and Calder advised the issuer on Cayman Islands and BVI laws. The offshore law firm also advised BOCOM International Holdings on its Hong Kong IPO.
Deacons advised Harvest Global Investments on its entry into Switzerland under the Swiss-Hong Kong mutual fund recognition scheme. It became the first fund house to offer its Hong Kong-domiciled funds in Switzerland after the Swiss regulator approved the application.
Deacons also advised The Wharf (Holdings), Wheelock and Company (Wharf’s holding company) and Wharf Real Estate Investment Company (Wharf REIC) in relation to the proposed spin-off of Wharf REIC from Wharf for the separate listing of Wharf REIC’s shares on the main board of the Hong Kong Stock Exchange.
ETR Law Firm provided the loan contract and other legal services to more than 50 banks including the Agricultural Development Bank of China, Bank of China, China Everbright Bank, Guangdong Nanyue Bank, and Industrial and Commercial Bank of China, Guangzhou.
ETR Law Firm provided legal services for the China Aoyuan Property Group’s sale of senior debt in September 2017. The offering of US$250 million in senior debt matures in 2022 and bears an annual interest rate of 5.375%. China Aoyuan and its subsidiaries entered into purchase agreements for this senior debt with numerous domestic and foreign financial institutions, including ABC International Holdings, Bank of America Merrill Lynch, CISI Financial, Deutsche Bank, Guotai Junan International, Morgan Stanley and UBS. The approval of Singapore Exchange for the listing of this issue of senior debt by China Aoyuan has been secured.
ETR also served as legal counsel in the “CICC-SCP Plaza Trust Beneficial Right Asset-Backed Special Plan” project, established in October 2017, with its underlying asset being SCP Plaza in Shenzhen (property assets) and a total offering size of RMB3.79 billion (US$600 million). This project is the CLP Group’s first commercial property asset securitization product and the Shenzhen Stock Exchange’s third commercial mortgage-backed security (CMBS) product.
Tahota Law Firm, as domestic legal counsel for the underwriters, was involved in the offering of the first group offshore US dollar bonds by Chengdu Communications Investment Group Co (CCIC). In this project, CCIC successfully offered on a foreign market US$300 million worth of 10-year high-grade debentures with a yield of 4.75%. China International Capital Corporation served as the sole global co-ordinator and sole bookrunner for these bonds.
In this offering, CCIC successfully secured an entity rating of BBB+ from Fitch Ratings, indicating stable prospects. Tahota stated that this offering is one of the highest-rated US dollar denominated bonds in Sichuan and Chengdu, setting a milestone for enterprises in Sichuan seeking to open new international capital market financing channels and securing competitive financing costs.
Tahota also provided legal services in the RMB2.5 billion urban-rural development fund project between Huaxia Bank and the government of Jiulongpo district in Chongqing. Based on the communications with the participants, including the government, Huaxia Bank and Dabang Fund, Tahota designed the transaction structure for the entire project and drew up all of the contract documents. This project is Huaxia Bank’s first structured fund project in the southeast region.
Zhong Lun Law Firm was involved in a large number of major M&A transactions in 2017. “[The performance of Zhong Lun’s lawyers] was dedicated and professional in the extreme,” stated one client. “At the time, the timing was extremely tight, two months from due diligence to execution of the contracts. The Zhong Lun team showed a high degree of dedication and professionalism, and provided superior advice during the contract negotiations.”
Zhong Lun was also very active in the private equity (PE) investment sector, completing a number of private financing deals. One of Zhong Lun’s clients, a startup that engages in the research and development of high-end medical devices, has been co-operating with it since the second half of 2015. “As an entrepreneur with a technical background, I don’t have any financing experience, but Zhong Lun’s duty lawyer was attentive in discussions with me, assisting me in clearly comprehending my and my counterparty’s commercial intent, and described to me his experience in similar cases,” said the client. “Once the commercial intent has been figured out, they can generate the legal documents themselves and deliver a professional result. Accordingly, not only did Zhong Lun provide me with legal services, but, more importantly, valuable commercial experience.”
Zhong Lun’s performance in bankruptcy and restructuring services was also praised by clients. One client stated that once Zhong Lun was designated as the bankruptcy administrator for a certain project, it promptly described the key steps and points of the restructuring to the debtor, familiarizing the debtor with the direction and objectives of the restructuring. “When the debtor was faced with the difficulty of insufficient funds to maintain the company’s operations, Zhong Lun promptly recommended borrowing from a government authority and recognized the borrowing as a common interest debt plan in accordance with the law,” said the client. “Facing close to 300 creditors, Zhong Lun timely formulated a claim reporting and review plan and established good communications with the creditors, permitting the claim reporting and review work to progress smoothly. Zhong Lun also attached great importance to communicating with the handling court. All of its work was professional and efficient.”
AllBright Law Offices was active in the capital market sector in 2017. As at the end of December, AllBright had assisted 36 companies in completing an IPO in 2017 (of which seven projects were approved by the CSRC in 2016), eight companies in completing an additional offering, three companies in completing a public offering of corporate bonds, five companies in offering convertible bonds, and five companies in completing a material asset restructuring.
AllBright provided legal services for the establishment of the joint venture, Air Products Lu’an (Changzhi), between Shanxi Lu’an Coal-Based Clean Energy and Air Products and Chemicals. The parties agreed to jointly invest US$1.3 billion to establish the company. The new joint venture will have and operate air separation units, as well as gasification and syngas purification systems. The joint venture will be supplied with coal, steam and power by Lu’an and, pursuant to a long-term onsite gas supply contract, will supply syngas to Lu’an.
In the maritime sector, Frank Cao, a senior partner with AllBright, received praise from clients. “We have always gotten along well in the many years of co-operation between Mr Cao and us, and it should be said that he has provided professional legal analysis for each of the issues and cases raised by us,” said a client from an international shipping company. “In providing legal services, Mr Cao and his team have always maintained an efficient and meticulous work style, and after appointment by a client will provide relevant information and genuinely practicable legal advice within a short time.”
JunHe served as Chinese legal counsel to the underwriters in BOCOM International’s listing in Hong Kong. BOCOM International became the first securities house affiliated with a Chinese-owned bank to list independently in Hong Kong. JunHe says this deal was complex, requiring the spin-off of the securities company (i.e., BOCOM International) – established and operated in Hong Kong by the A+H share-listed company, Bank of Communications – and then its listing in Hong Kong. Structurally speaking, this was a red-chip offshore listing.
JunHe served as Chinese legal counsel to the joint underwriters at the bond offering stage in Beijing Gas Group’s acquisition of 20% of the equity of VCNG for consideration of US$1.12 billion. JunHe also served as Chinese legal counsel to the Industrial and Commercial Bank of China in the offshore offering of “Belt and Road” green climate bonds by the latter’s Luxembourg branch.
JunHe’s Life Science and Healthcare Practice Group has also been praised by clients. “[JunHe’s lawyers] have extensive professional knowledge in the pharmaceutical industry and are familiar with relevant state policies and regulations, and medical industry commercial rules,” said one client. “Ms Yang Fan [a JunHe partner] has co-operated with us in a number of projects to bring in a product, and her professional knowledge and superior understanding of commercial terms were of invaluable help to us in ultimately completing the deals.”
Jingtian & Gongcheng was involved in Wuxi Biologics’ IPO in Hong Kong, serving as legal counsel to the joint underwriters, Bank of America Merrill Lynch, Morgan Stanley and China Merchant Securities.
Jingtian & Gongcheng was additionally involved in Bank of China’s offering of Chinese green asset secured bonds. In this project, Jingtian & Gongcheng served as Chinese legal counsel to the lead underwriter. The bonds are secured by climate-related bonds held by the Bank of China and traded on the China interbank bond market. This bond offering was the first offering of green bonds offered on the international market by a Chinese entity and secured by assets in China.
Merits & Tree acted for Minmetals International Trust in its co-operation with Sunshine Property & Casualty Insurance Company and Sunshine Life Insurance Corporation to jointly sponsor and establish an assembled funds trust plan for the purpose of extending personal consumer home mortgage loans to natural persons. This project is the first personal consumer home mortgage loan project launched in Beijing in co-operation between insurance and trust companies.
Merits & Tree acted for Sequoia Capital, providing it with legal services in its B round of financing for Xingbianli, a mobile internet enterprise focused on the new retail sector with a main business including self-serve smart convenience stores. Merits & Tree additionally acted for Tianjin Azure Media Corporation, providing it with dedicated legal services in respect of its A round of financing by Huaren Wenhua and First Capital Investment Management.
“I’m very satisfied with the services of Merits & Tree in the technology, media and telecoms sectors, and its professionalism,” said one client. “We had a very good client experience as a result of the high degree of professionalism, the comprehensiveness of the perspectives, the timely response and the good service attitude of Merits & Tree’s team.”
Merits & Tree was also praised by clients for its legal services in the pharmaceutical sector. “I’m very satisfied with Merits & Tree’s legal services in the pharma sector, and professionalism,” said one client. “In the due diligence conducted for our pharmaceutical PE investment project, the Merits & Tree team demonstrated a high degree of professionalism and work efficiency. The team has a superior understanding of the pharma industry and carried out clear disclosure of the project’s potential risks and issues. This had a major effect on our investment decision.”
Kobre & Kim has former US government prosecutors and investigators permanently based in Asia. The firm’s Asia-based investigation team regularly represented clients operating in China in response to US government inquiries and enforcement actions involving allegations of bribery, money laundering, sanctions violations and financial fraud.
“They have a qualified and diverse team, as well as one of the more niche anti-bribery and anti-corruption compliance and investigations teams in China,” says a client. He recommends Shaun Wu as “an experienced compliance lawyer with rich China and cross-border experience”.
A consultant from an international law firm says, “the Kobre & Kim non-conflict model is unique, and allows them to work symbiotically alongside other firms who represent corporations under investigation”. The consultant has worked with Vasu Muthyala from Kobre and Kim on a large and complex regulatory investigation, and says Muthyala’s experience as a US prosecutor and regulator “gives him a superb insight in criminal and regulatory defence”.
In 2017, Kobre & Kim advised an interested party on certain international aspects of a regulatory investigation conducted by the Ministry of Commerce into McDonald’s Corporation’s sale of its Mainland China and Hong Kong operations for more than US$2 billion.
O’Melveny & Myers is also applauded by its clients. “O’Melveny has an outstanding team of China lawyers, based in China and the US, who are able to conduct investigations bilingually and advise on both Chinese and US anti-bribery laws,” says one client. “They provide invaluable insight by being able to call contacts at regulatory agencies in China, and the US O’Melveny attorneys synthesize knowledge gained from advising other multinational clients that have encountered similar challenges and thus provide useful benchmarking advice. They exemplify professionalism and sophistication, whether doing tedious work or presenting complex information to C-level executives.”
Guo Bingna, a China-based partner at O’Melveny, was recommended. “Bingna had great expertise in the relevant area of law and she also spent time to understand our business model, thus her advice to us was right to the point and provided a good solution,” says one client.
DeHeng Law Offices acted for multiple domestic and overseas financial institutions – including China Development Bank, the Export-Import Bank of China, Bank of East Asia and Hang Seng Bank – on more than 40 bank financing deals, covering project financing, M&A financing, aircraft financing, ship financing, general financing, credit to sovereign states, interbank credit, and others. Involved jurisdictions in those financing deals included Argentina, Peru, Indonesia, Maldives, Cambodia, Zambia, the UAE, UK and Bulgaria among more than 30 countries in total. Many of the financing arrangements were intended to support key Belt and Road projects.
In many foreign-related financing deals, DeHeng acted as the lead counsel, co-ordinating the legal work of multiple law firms in overseas jurisdictions. The PRC law firm also acted as the lead counsel for banks on working out and enforce multijurisdictional plans for recovering non-performing loans.
Ashurst advised Chinese banks on a number of project financing deals. For example, the international firm advised China Development Bank and Bank of China (London) in connection with the following series of central Asia-China natural gas pipeline projects: (1) US$12.2 billion facilities to finance the construction and development of the Kazakhstan-China natural gas pipelines to transport gas to China; (2) US$4.5 billion facilities to finance the construction and development of the Uzbekistan-China natural gas pipelines; and (3) US$1.8 billion facility to finance the construction and development of another Kazakhstan-China natural gas pipeline (i.e., the Beineu-Shymkent gas pipeline) to transport gas to Southern Kazakhstan with the possibility of export to China.
Jia Yuan Law Offices advised China Shipbuilding Industry Corporation (CSIC) on the company’s market-oriented debt-for-equity swap. This deal was the first of its kind in China and targeted core military enterprise. There were eight big-name investors including, among others, China Cinda Asset Management, China Orient Asset Management, China State-owned Capital Ventures Fund, China Structural Reform Fund and China Life Insurance (Group). The PRC law firm says that by arranging for the concerted action of investors and CSIC, the deal ensured absolute control of CSIC over two core military enterprises, namely Dalian Shipbuilding Industry and Wuchang Shipbuilding Industry Group, enabling approval from the State Administration for Science, Technology and Industry for National Defence.
Capital markets continued to be the core practice of Grandway Law Offices in 2017. Until mid-December in 2017, among the A-share IPO applicants that the law firm advised on, 32 companies were successfully listed and 24 managed to secure the China Securities Regulatory Commission’s (CSRC) approval. Ten M&A reorganization deals that the firm advised on were cleared by the CSRC. Grandway also acted as standing legal counsel to a few hundred listed companies on various securities-related legal issues.
Shearman & Sterling advised on some high-profile and complex equity/debt offerings in 2017. For example, the firm advised underwriters in connection with WuXi Biologics’ US$510 million Hong Kong IPO, marking the first global biologics service provider to list in Hong Kong to date. The firm also advised Hexindai on its US$50 million IPO on NASDAQ, marking the first consumer lending marketplace in China to list on the NASDAQ Global Market and the fourth Chinese company of this kind to list in the US. In Kaisa Group’s issuance of new senior notes in Singapore to exchange for its existing old notes, Shearman & Sterling acted for the purchasers of the new notes.
AnJie Law Firm provided PRC antitrust filing services for China National Chemical Corporation’s acquisition of Syngenta and the acquisition of Baker Hughes by General Electric. The firm was also involved in several antitrust investigations and litigations, for example, advising a port operator on an antitrust investigation launched by the National Development and Reform Commission (NDRC). AnJie also represented a US-based internet company responding to a civil antitrust action brought by a natural person alleging abuse of market dominance.
Three partners at AnJie, Zhan Hao, Michael Gu and Song Ying, are especially recommended by clients. “I am very satisfied with AnJie’s services in competition and antitrust laws,” says one client. “We have been in partnership with AnJie for years, and I am deeply impressed by the professionalism of Zhan Hao and Song Ying. Mr Zhan does a good job in this area, both in responding to administrative investigations and in litigations.” Another client adds: “Michael Gu has in-depth knowledge on different competition law regimes, and in-depth business understanding.”
Fieldfisher announced its merger with a Chinese law firm in November 2016. The law firm advised a number of clients on competition issues in 2017, including a public-listed Chinese company on multinational merger filings in regard to their establishment of a joint venture. In this deal, Fieldfisher took the lead on multinational notifiability assessment, and was in charge of the preparation of multinational filings. The firm also advised a leading French pharma company on designing an internal online competition compliance programme.
Since the Anti-Monopoly Law took effect in 2008, the Ministry of Commerce (MOFCOM) has completed its review of more than 1,900 filings – two were blocked and 34 were approved with restrictive conditions – out of which T&D Associates handled more than 320 filing cases as of the end of 2017, accounting for about 17% of the total cases reviewed by MOFCOM since 2008. In the 34 high-profile cases approved with restrictive conditions, T&D participated in 14.
“Commerce & Finance has substantial experience in capital markets dispute resolution,” says one of the firm’s clients. “The team, led by senior partner Li Hongji, is well positioned to handle highly complex disputes arising from M&A. I have a very good impression that Li Hongji has an excellent strategic insight for the complex dispute resolution.” The firm successfully represented this client in an arbitration case, defending against allegations arising from a contract for a shopping mall property deal.
Cui Qiang, a partner at Commerce & Finance Law Offices, was also recommended by clients. “Cui has solid essential skills for legal matters, and sufficient knowledge and rich experience regarding dispute resolution, including both arbitration and litigation,” says one. “He is responsive to the clients’ requests and very careful and patient.”
In 2017, Hui Zhong Law Firm represented more than 50 closed or pending cases as legal counsel, joint legal counsel for overseas actions, or expert witness on PRC law. With a combined value of more than RMB5 billion, the deals included more than 30 domestic arbitration cases, more than 15 foreign-related arbitration cases, more than 10 domestic and foreign lawsuits, and two cases where it acted as expert witness on PRC law.
Commissioned by Shenzhen Court of International Arbitration (SCIA), Hui Zhong also led the revision of the SCIA rules, being the chief author of the interpretations to the finalized rules. Hui Zhong said that this was the first time a Chinese arbitration institution engaged a specialized law firm for a revision of its rules.
Latham & Watkins was counsel on two high-value cases in 2017 and was praised by the arbitrator who sat in the two cases. “I have been impressed by their expertise, the depth of their dispute resolution team and their ability to handle such cases effectively and persuasively,” he says. “Unlike some other firms, they can handle the advocacy themselves, rather than instructing barristers to do so.”
“I strongly recommend Simon Powell – he is a highly experienced litigation/arbitration lawyer who possesses deep legal knowledge and great attention to detail, and who is always measured and calm. I also recommend Ing Loong Yang – he is a powerful advocate and effective cross-examiner.”
One of TransAsia Lawyers’ clients says the firm takes a holistic view of every case – for example, they helped with the client’s ethics and performance-related employee separations in 2016 and 2017, and the firm also provided well-rounded advice, including on steps the client could take apart from arbitration/litigation proceedings – for example, advice on how to communicate with the trade union and/or local government representatives, in addition to handling the directly involved parties.
“Their advice is practical and saves us time, effort and money in the medium to long term,” says the client. “Based on their experience and the circumstances of the case, they have advised us on some occasions to settle up front rather than entering a long-winded legal process, while at other times they have advised us to adopt a hard stance.”
Isabelle Wan, a partner at TransAsia Lawyers, was strongly recommended by the clients. “She is superbly responsive and responsible, and she has great insights into the law and practice,” says one of her clients. Another client says Wan “is extremely experienced in dealing with very complex cases”.
Morgan Lewis & Bockius helps companies navigate labour, employment benefits and immigration issues in a context that takes into account China’s evolving employment laws, the US Foreign Corrupt Practices Act (FCPA) and China’s own anti-corruption laws.
Lesli Ligorner, a China-based partner at Morgan Lewis & Bockius, is a well-known veteran with employment issues. One of her clients says, “Morgan Lewis is very responsive and takes a practical approach when dealing with employment issues”, and Ligorner has “mass knowledge of Chinese laws and big Western companies”.
Gowling WLG receives accolades from the IP director of a UK company. “In my view, they provide exactly what an overseas – and particularly UK – company needs from an IP firm in China,” says the client. “They embed a UK solicitor in the China office to lead and manage a team of highly competent Chinese lawyers. The UK lawyer takes time to learn and understand the nuances of Chinese law and practice so that he or she is able to explain the advice that needs to be given to the client in a way that the UK client can fully understand.
“Moreover, the Chinese lawyers also learn how to interact with UK clients and appreciate the cultural differences that can sometimes give rise to misunderstandings.” The client recommended Jamie Rowlands, a Guangzhou-based partner at Gowling WLG, and his team.
In the case between ZEROTECH (Beijing) and DJI – relating to the alleged infringement of an “unmanned aerial vehicle (UAV)” patent – which closed with a settlement, Lifang & Partners successfully provided non-infringement defence for ZEROTECH (Beijing). Lifang & Partners said the case received widespread attention from the sector because the patent involved mainly applied to UAV hardware technologies and provided material technical support for UAVs.
Lifang & Partners also represented Mobike in response to a patent infringement claim lodged by Shenzhen Lingyun. Lifang & Partners said that the patent involved in this case, which related to intelligent locks, was one of the key technologies applied in shared bicycles. The amount of damages to be awarded was expected to have a significant impact on future cases. It was reported that Shenzhen Lingyun withdrew its claim in December 2017.
Ropes & Gray is strong in the life sciences and technology sectors. The law firm advised on Taiwan-based JHL Biotech’s strategic alliance with France-based Sanofi for the development and commercialization of biological therapeutics in Mainland China, as well as the potential global expansion this project. Ropes & Gray also took the lead role in advising on all China-related IP issues in China Oceanwide’s acquisition of International Data Group.
One client of Co-effort Law Firm says it is one of the few full-service IP firms in the sector, comprising agencies, attorney teams and research institutes. “In addition to IP and litigation services, Co-effort provides integrated IP solutions from a strategic view,” the client says, “and with its wealth of experience, Co-effort is able to provide clients with forward-looking, hard-core advice in a context where we lack updated legal frameworks and judicial practices to address the business and product models changing along with new technologies. Co-effort’s advice for us played a positive role in our business development.”
Wanhuida Peksung represented Microsoft in obtaining a favourable court decision from the Beijing High Court on the refusal review of the territorial extension of international registration of the trademark “POWERPOINT” in class 42. The court found that “POWERPOINT” functions as a source identifier of services, and is registrable as a trademark in China. Wanhuida Peksung also represented the famous Swiss fashion company Akris Pret-A-Porter in successfully opposing the application of “A-K-R-I-S-” mark filed by a trademark squatter in class 25 in bad faith.
n October 2015, the US Department of Commerce and the US International Trade Commission(ITC) received a petition from US companies requesting anti-dumping and countervailing (ADC) investigation procedures against some ferrous mechanical transmission components imported from China. AllBright Law Offices represented the entire industry in China in response to the ADC investigation subsequently initiated by the ITC, and represented China Power Transmission in the US Department of Commerce’s anti-dumping investigation. In January 2017, ITC issued a final ruling, saying that the relevant industry in the US was not materially damaged or threatened, and deciding to terminate the investigation procedures without taking any measures against relevant products from China.
AllBright also launched legal actions on behalf of Ningbo Jinding Fasteners and Changshu City Standard Parts Factory, respectively, against EU anti-dumping measures imposed on fasteners made in China. In April 2017, the European Court of Justice issued consolidated final rulings for the two cases, overturning the General Court of EU’s rulings that were unfavourable to the Chinese companies and holding that the EU anti-dumping measures against the two Chinese companies was not legally binding ab initio. AllBright said that the rulings of the EU’s highest court put pressure on the European Commission to remediate misuse of the “analogue country” procedure. The case will take effect as a binding precedent for anti-dumping measures and investigations being implemented by the EU.
East & Concord Partners and Steptoe & Johnson were involved in the response to the EU anti-dumping investigations against Chinese stainless steel tube and pipe butt-welding fittings. In October 2015, the EU filed an anti-dumping investigation into stainless steel tube and pipe butt-welding fittings originated in mainland China and Taiwan. East & Concord Partners advised the Taiwan and PRC manufacturers in response to the investigation, and together with Steptoe & Johnson represented the entire Chinese industry in its non-injury defence. In January 2017, the European Commission issued final affirmative rulings for the case, awarding zero tax rate to the Taiwan-based companies and product exclusion to a PRC-based company, both represented by East & Concord Partners.
Hiways Law Firm helped Fuyao Group gaining the lowest tax rate in Brazil in the country’s anti-dumping investigation proceedings against car glass from China. It represented SUMEC in response to Argentina’s anti-dumping investigation against aluminum wheels from China and succeeded in obtaining favourable results. It also advised Datong Juqiang Activated Carbon on its US anti-dumping investigation case, which closed with zero tax rate granted to Datong.
Freshfields Bruckhaus Deringer “are very professional and always deliver high-quality memos and documents on time. Beyond that, they proactively provide practical advice to us, for which we are very grateful,” says one of the firm’s clients, adding that Alan Wang, a China-based partner of the firm, “is very solid, reliable, sharp and committed to serve clients with high-quality legal advice on corporate law and M&A deals”.
Simpson Thacher & Barlett represented China National Agrochemical Corporation on the acquisition of a 40% stake in Tel Aviv-based Adama Agricultural Solutions, one of the world’s leading crop protection companies, from Koor Industries. Simpson Thacher advised Yunfeng Financial Group, the lead purchaser in the acquisition of MassMutual Asia, a Hong Kong-based insurance company. Yunfeng Financial Group will acquire a 60% stake of the target company and this deal will add insurance and annuity products to Yunfeng’s existing fintech-focused financial services.
Zhong Lun Law Firm was involved in a number of major M&A deals in 2017, including the acquisition by CITIC, CITIC Capital and the Carlyle Group of a controlling equity in the Mainland China and Hong Kong operations of McDonald’s Corporation, the strategic investment of Suning Appliance into Evergrande Real Estate, Blackstone Group’s sale of Pactera Technology International, and Shanghai Pharmaceutical’s acquisition of 100% equity in Cardinal Health (L) Co.
In 2017, Han Kun Law Offices advised on more than 500 PE and venture capital deals ranging across healthcare, hardware, artificial intelligence, finance, entertainment, new retail, e-commerce, education, social networking, travel, gaming, logistics, tools and software, and real estate services. For example, Han Kun represented Meituan-Dianping in its US$4 billion Series C financing round, Tujia in its Series E financing round, Qiniu in its Series E financing round, and Face++ in its US$460 million Series C financing round.
Grandall Law Firm advised Easy Carry on its Series A financing round, a deal with complex structure covering arrangements such as domestic and foreign restructurings, bridge loan, and VIE agreement. It also advised douyu.com on its Series D financing round, which attracted a number of investors including Tencent and China Merchants Bank. Grandall also assisted Giant Network in closing the investment into OKCoin, a globally leading digital asset service provider.
Kirkland & Ellis advised a consortium comprising FountainVest Partners and Ontario Teachers’ Pension Plan on their investment partnership with the Pure Group, an Asian premium lifestyle brand. The firm also advised Silver Lake Partners, as the lead investor, on its participation in the US$1.1 billion equity financing round of Koubei, an affiliate of Alibaba Group and a local offline-to-offline service provider in China. And it advised Bain Capital on its acquisition of a majority stake in Daymon Worldwide, a global leader of retail services.
Watson Farley & Williams has also won approval from the market. “I am happy with the co-operation with Watson Farley & Williams – they always provide us with efficient and helpful services,” says one client, who recommends Christoforos Bisbikos, a partner of the firm based in Hong Kong and London, because “he is a good lawyer with a commercial mind, and always provides useful suggestions on legal as well as commercial aspects”.
EY Chen & Co. Law Firm was designated by Shanghai Higher People’s Court as insolvency administrator for four insolvency and compulsory liquidation cases in 2017. The firm said the cases posed challenges that were typically faced by insolvency administrators in Shanghai, such as insolvent liquidation of state-owned enterprises, and compulsory liquidation due to corporate deadlock.
In the context of supply-side reform, EY has advised a number of foreign-funded enterprises and provided professional legal services for the winding-up and deregistration of some of them. EY said that it tackled key legal issues relating to the liquidation process of foreign-funded enterprises, for example corporate deadlock, employee arrangements, asset disposal, foreign exchange arrangements, and tax deregistration.
In the real estate industry, FenXun Partners advised on the first commercial mortgage-backed securities project without a strong party providing credit guarantee. The law firm says this project innovatively adopted a double-trust structure, comprising a capital trust and property trust.
FenXun advised Ninghai Urban Investment Group on its Ninghai resettlement housing ABS project. This project is the world’s first certified sustainable development ABS project and the first county area shantytown resettlement housing ABS project in China to date. According to the firm, the project used a double special-purpose-vehicle structure.
Merits & Tree Law Offices advised Minmetals International Trust on its partnership with Sunshine Property & Casualty Insurance and Sunshine Life Insurance in the inception of a pooled capital trust programme under which home mortgages are provided to individuals. The programme had an aggregate size of more than RMB5 billion as of November 2017. Merits & Tree says that the programme had a significant impact on the sector as the first personal home mortgage project in Beijing jointly run by an insurer and a trust. Since its inception, several financial institutions have replicated its deal structure and commenced relevant business activities across the country.
Merits & Tree provided full services for the inception of a trust by Anpeng International Financial Leasing (Shenzhen), a subsidiary of BAIC Group, which as the settlor (i.e., the primary beneficiary and originator of the trust) provided legally transferable underlying assets to which it was legally entitled to the trustee as trust property. Upon inception of the trust, Anpeng offered its trust beneficiary right as the first financial product to be traded on the specialized auto financing asset trading platform built by BAIC Group, the first of its kind in China.
In 2017, Haiwen & Partners advised several clients on the PRC tax implications of US dollar bond offering deals. It also provided tax implication analysis and designed deal processes for a number of companies that were planning the disassembly or building of a red-chip structure. Other major deals on which Haiwen advised included providing tax implication analysis and designed deal structure for the overseas architecture of a fund. The firm reviewed tax clauses and analyzed tax burden for an offshore sovereign fund in connection with its investment in a domestic sports and entertainment operator. It also analyzed the impact of the new value-added-tax policy on the asset management programme of an insurance company, and provided tax advice for the relevant business arrangements.
The tax law team at Co-effort has garnered acclaim from clients. “Co-effort provides something unique in their services relating to commercial tax laws. It combines commerce and taxation organically to create the best model for corporate management and risk control,” says one client. “We especially recommend Xu Changming (a senior partner based in Nanjing), who has unique insight into commercial tax laws. He provides clients with perfect services that incomparably integrate business sense with legal practice.”
Dentons was retained as the sole “standing legal counsel” of CSN International Financial Leasing in 2017. Dentons’ team, led by Shanghai-based senior partner Wu Jingjing, was also included into the company’s attorney library for “aircraft leasing legal services” and “ABS/debt offering legal services”.
Dentons was PRC legal counsel to Minsheng Financial Leasing and its overseas subsidiary in the cross-border refinancing, provided by Crédit Agricole CIB and Korea Development Bank, to Minsheng Financial Leasing as the borrower, to finance the purchase of two Airbus A380 aircraft. Dentons also advised CATIC International Leasing on financing and leasing issues in connection with the purchase of several Global 6000 general aircraft from Bombardier.
The Ireland-based law firm A&L Goodbody provided advice to Minsheng Financial Leasing, which acted as the borrower, in connection with the refinancing by the Export-Import Bank of China of two Airbus A380 aircraft, which are currently on lease to Asiana Airlines. The law firm also advised Stellwagen Capital on a 10-year loan, which adopted a balloon structure, to China Aircraft Leasing Group to finance its purchase of aircraft.
Gide Loyrette Nouel
In 2017, Guantao Law Firm represented CEEC in the acquisition of the 280MW PV power station in Lianjiaba, Dandong, with a total investment of RMB10 billion. Overseas infrastructure investments on which Guantao advised included Beijing Wan Yuan Industry Corporation’s investment in a wind power project in Kyrgyzstan, Fangshun Hengyuan’s investment in a wind power project in Kazakhstan, and the investment by NCPE in a 650MW coal-fired power plant in Bắc Giang, Vietnam.
Boss & Young was retained by a subsidiary of China Financial Futures Exchange (CFFEX) to provide full services for the construction works of its project named “CFFEX Technical R&D Base”, which completed EPC bidding process in 2017. It represented a subsidiary of Financial Street Holdings in responding to an action lodged by a PRC resident who requested the revocation of the Construction Project Planning Permit issued by a local planning and land resource authority for a large plot for integrated purposes. The request was rejected by courts of first and second instances.
Zhong Lun Law Firm has also been widely acclaimed among clients. “We are very pleased with Zhong Lun. Experienced and diligent, they exemplify professionalism in infrastructure legal services. We have full confidence in Zhong Lun,” says one of the firm’s clients. “The firm’s team is very responsive to our requests when advising us [on an overseas power infrastructure project]. They are highly skilled in drafting and revising terms and conditions of agreements, and always well placed to gain advantage for us when assisting in our negotiations with foreign customers,” says another client.
Guantao Law Firm advised Dadi Education Holdings on its HK$149 million IPO listing on the GEM of the Stock Exchange of Hong Kong. The firm also helped Shaanxi Dade Education Industry Development in winning a PE investment case against a foreign institutional investor, which involved more than RMB600 million.
In 2017, Tian Yuan Law Firm was active as ever in helping private education providers going public on overseas exchanges. For example, the firm helped China Yuhua Education Corporation, the largest private education provider in China, complete its listing on the Stock Exchange of Hong Kong in February 2017. It was also legal counsel to Bright Scholar Education Group, one of China’s leading providers of diversified education services, in its IPO listing on the main board of the New York Stock Exchange, in May 2017.
Tian Yuan also advised on a number of PE financing deals in the education sector. It was legal counsel to Pu Xin Education in its convertible bond offering to several domestic and foreign investors, and advised Little Golden Star on a fundraising from General Atlantic, a PE fund. Apart from these, Tianyuan represented VIPKID, a global provider of online personalized English education to children, in its US$200 million Series D financing round, led by Sequoia Capital, which according to Tian Yuan was by far the world’s largest financing deal in the K-12 online education sector to date.
Morgan Lewis acted as Hong Kong and US legal counsel to Minsheng Education Group, a leading private higher education services provider, in the group’s HK$1.38 billion IPO listing on the main board of the Stock Exchange of Hong Kong. The firm also advised China New Higher Education Group on Hong Kong and US law in the group’s HK$795 million IPO listing on the main board of the Stock Exchange of Hong Kong.
Herbert Smith Freehills in 2017 advised on some of the largest energy deals in not only China but in wider regions as well. For example, the international firm acted for Silk Road Fund on its acquisition of 10% interest in Sibur, Russia’s largest gas processing and petrochemical conglomerate.
Herbert Smith Freehills also advised the previous United Photovoltaics Group (now renamed Panda Green Energy Group) on the acquisition of six solar farms in the UK. According to the law firm, this has been the first Chinese energy M&A deal completed in the UK since the Brexit vote, which raised the client’s profile and presence in Europe.
Sunshine Law Firm advised on several overseas infrastructure investment deals, examples of which included CEFC China’s investment in the ADCO oil and gas block in the UAE, as well as Chinese companies’ investment in the PV power plants and coal-fired power stations in Bangladesh, and the wind power projects in Montenegro.
“Sunshine is very well positioned for cross-border energy and infrastructure M&A deals, especially in the power sector. They are good at understanding client’s needs and very responsive in giving feedback,” says one client of the firm. “With substantial experience, their lead attorneys always remind us of risks right to the point,” says another client. “The decades of intensive experience in the energy sector provide Sunshine with a deep insight and sophisticated practical skills on relevant services in this field. It has a steady, thoughtful team.”
DHH Law Firm assisted a sports operator in acquiring a Qingdao-based basketball club in 2017. The deal involved enormous work, including legal due diligence and revision of an equity transfer agreement. “The schedule was tight, and the tasks were heavy and tedious. The firm’s lawyers had to work extra shifts and hours so that they could finish field investigations and obtain all data necessary for the due diligence as soon as possible. The due diligence and all other legal services for the deal were provided with impressive professionalism and craftsmanship,” says the client.
Longan Law Firm has provided legal services for the Track and Field Sports Management Centre of the State General Administration of Sports, Chinese Football Association and some other sports agencies over the years. Xu Jiali, a founding partner of Longan, is the deputy director of the Chinese Football Association’s discipline committee and deputy director of the Chinese Tennis Association’s development committee.
“Longan Law Firm has been partnering with the Chinese Athletic Association (CAA) as its legal counsel for years. It advises CAA on various issues, important or trivial, that range across asset development, strategic co-operation, employment of foreign coaches, commercial sponsorship of the national team, business partnership, corporate management, human resources management and contractual disputes,” says one of the management personnel at the Track and Field Sports Management Centre.
“For all these years, Longan’s lawyers have been advising us on various business activities proactively and responsibly. Their services go beyond contract review to taking effective steps in the interest of CAA. They are prompt and responsive in handling legal issues under their mandate, and they have provided much useful advice… we are grateful that their upfront efforts have helped us maintain a track record of zero major dispute over the years.”
Greg Liu, a Beijing-based partner at Paul Weiss, was recommended by clients for entertainment-related legal issues. “The team lead by Greg Liu excels at providing expert and practical advice in all areas of entertainment law,” says one of his clients. “They work incredibly hard and Greg’s in-depth entertainment industry experience is always appreciated. Greg offers not only expert legal counsel but also great business guidance in a complex entertainment landscape.”
One client of Llinks Law Offices says that the firm’s team combines their expertise with deep insights into the healthcare sector. “Apart from meeting immediate needs of clients, Llinks proactively assists in our subsequent planning for relevant legal issues,” says the client. “They really exemplify the benefits of using a full-service firm. In addition to fulfilling their mandates, they always lose no time finding excellent colleagues to provide high-quality responses to any other needs of clients.” The client recommends Llinks’ partner Chen Wei and his team.
Another client of Llinks says that the firm played a key role in its IPO process. “Llinks gave superbly professional replies to all legal questions of the preliminary review officer regarding pharmaceuticals. They produced meticulous filings without any errors,” says the client, who recommends Chen Zhen, a partner at Llinks.
Song Juanjuan, a partner at Tian Yuan Law Firm, is recommended by clients. “Ms Song’s team has been in partnership with us for almost five years, helping us close the acquisitions of nearly 30 medical institutions and pharmaceutical manufacturers, including the acquisition of seven medical institutions and one pharmaceutical manufacturer in 2017,” says one client. “With its in-depth experience in the healthcare sector, Tian Yuan has been able to provide critical advice on business and tax issues, helping us avoiding many potential legal, tax and business risks.”
WSGR acted as US and Hong Kong counsel to Wuxi Biologics in its US$511 million Hong Kong IPO, advised PW Medtech Group on a major share swap transaction with China Biologic Products Holdings, and acted for Synutra International, a leading infant formula company in China, in its merger with Beams Power Merger Sub.
“I am happy with the service provided by WSGR,” says one client. “Our company is in the healthcare industry listed in the US and they have exhibited a good understanding of our industry, good experience in US corporate law and public company regulations, with good overall knowledge in corporate transactions.”
Zhan Hao, a partner at AnJie Law Firm, has won approval from his clients. “In our counsel review process, Zhan Hao was applauded by both the headquarters and branches for his expertise in the field of insurance and his gentle and cultivated manner,” says one client. “Zhan Hao and his team are very responsible for the mandate. They communicate with us proactively and keep us informed about how the deal is going at any time, and they are careful and meticulous in every aspect. They also take our feedback and suggestions seriously, making best efforts to push the deal forward. AnJie is the best law firm that I know in terms of expertise, attitude, and awareness.”
One of Wintell & Co’s clients says they are happy with the firm’s services in the fields of insurance and reinsurance, particularly for two reasons. “First, Wintell & Co successfully safeguarded our interest in a case between us and a major property insurer involving recovery under a coinsurance clause. It was a long-winded case that went through the first instance, second instance and retrial proceedings, and Wintell & Co handled it with extraordinary professionalism. Second, they helped settle complex disputes with sophisticated experience and skills when acting as our legal counsel.” Zhou Bo, a senior partner at Wintell & Co, is recommended by the client.
Clients are also happy with legal services provided by Ince & Co. “They are one of the key law firms in our Hong Kong office for insurance coverage analysis,” says one of the firm’s clients. “Their advice is professional and reasonable.” Clients think highly of Kelvin Lee, a partner of the firm in Hong Kong. “Kelvin has a strong technical knowledge and understands the business mindset,” says one client. “Kelvin is a problem solver. Hardly anyone will challenge his coverage advice within the local market.” Another client finds Lee “very responsive and knowledgeable”.
One client of Zhong Lun has successfully obtained a large overseas construction project with assistance from the firm. “Zhong Lun exemplifies professionalism in all aspects of their legal services,” says the client. “For example, they had effective communication with our marketing team prior to the negotiations. They speak fluent English in the negotiation process, which they handle with responsiveness and outstanding negotiation skills. After the negotiations, they drafted contracts accurately and quickly, assisted in reviewing contracts and answering queries, and issued professional, well-rounded legal opinions.” She recommends Zhong Lun’s partner, Nan Jinlin, and his team.
One of Baker McKenzie FenXun’s clients says the legal experts of this firm are “professional and help to consider the issues on behalf of the clients from both legal and business points of view”. The client recommends Catherine Song, the firm’s special counsel in Shanghai, saying “she is professional, efficient and considerate. She can always meet our tight deadline and provide valuable opinions.”
Paul Hastings represented China Life in its formation of a strategic joint venture with ElmTree Funds, a leading PE real estate firm in the US, and the joint venture’s acquisition of a US commercial real estate net lease portfolio for US$950 million. The international firm also advised Sino-Ocean Land, one of the largest real estate companies in China, on its partnership with US-based wellness, real estate and technology firm Delos to advance health and wellness in the indoor environment in buildings in China.
“[Paul Hastings] have been in the China real estate market for a long time and are very knowledgeable, not only from a legal/market practice perspective, but given their relationships, they are also quite up to date on what generally investors are doing,” says one of the firm’s clients.
The client recommends Paul Guan and David Blumenfeld, the firm’s two partners in Hong Kong, because “they are both very experienced, particularly in China real estate, as well as being very commercially minded lawyers. They understand precedents in terms of what sort of transactions have been going on and how investors/sellers deal with issues.”
RPC’s marine insurance team operates worldwide with a particular emphasis in the Asia-Pacific region, handling disputes involving bill of lading, charter party, marine insurance policy, as well as protection and indemnity (P&I) and freight, demurrage and defence insurance claims. “Their quality performance was demonstrated in a number of positive outcomes they brought for legally complex matters,” says one of RPC’s clients.
In 2017, Wang Jing & Co represented the Greek owners of M/T “STI CONDOTTI” and their P&I Club, The Steamship Mutual Underwriting Association, to handle a case arising out of the contact by the tanker with the 100,000 ton terminal of Sinochem Quanzhou Petrochemical in May 2017. This case involved complex technical challenges such as assessment on damage to foundation piles of the dolphin and complicated legal issues such as calculation of indirect loss and scope of claim. Now the parties concerned have reached settlement agreements in respect of various disputes and related costs.
Wang Jing & Co also represented the Japan owners of M/V “ISS CANTATA” and their P&I Club, Japan P&I Club, in defending against claims for substantial clean-up costs and other damages that include fishery losses/costs and environmental pollution lodged in connection with a bunker spill from the vessel when it was berthing at Huadong Shipyard during bunker supply in December 2016. Now the vessel owners have reached settlement agreements with the various claimants.
Watson Farley & Williams also won approval from clients for their performance. “I have worked with Watson Farley & Williams on several deals, and I am really happy with their services,” says one of the firm’s clients, “especially for the following reasons: first, their advice on international maritime laws is professional, always taking client interest into full account; second, they deliver services with an excellent attitude, never failing to meet our deadlines; and third, their fees are reasonable.”
TransAsia Lawyers advised Amazon on its strategic partnership with China Mobile’s subsidiary, Migu Culture and Technology Group, to launch a new Kindle created exclusively for Chinese readers. Migu is one of China’s largest online reading platforms. According to the firm, this transaction presented regulatory and commercial challenges, as the new device integrates e-books from both Amazon and Migu, as well as online and other content. The transition also required a delicate and far-seeing approach, as the deal is being interpreted by many as an important signal by Amazon of its commitment to the Chinese market and willingness to work with local partners.
Simpson Thacher & Bartlett advised a Chinese fintech company on its US IPO in 2017. “As a fintech company that is innovative in a developing market, we faced disclosure and accounting standard applications that required significant communication with the SEC [US Securities and Exchange Commission],” says the client. “Simpson Thacher’s team made special efforts that resulted in a seamless communication with the SEC, which resulted in a very efficient SEC review process that made a tight deal timetable possible.”
The client from the fintech company recommends Chris Lin, a partner at Simpson Thacher in Hong Kong. “Even as a senior partner, he was highly personally involved in each of the important drafting meetings and SEC discussions,” says the client. “He combined his deep experience in US securities offerings with commercial understanding of the developing fintech space to provide practical solutions that complied with rules and regulations.”
Paul Weiss advised the leading taxi-hailing smartphone platform, DiDi Chuxing, on a major new round of investment in Grab, a leading Southeast Asia ride-hailing company. DiDi teamed with SoftBank Group to lead the financing round. The transaction is said to be the largest venture fundraising round in Southeast Asia to date.
The international firm also advised KKR in its investment in Shenzhen Suishou Technology, a China-based personal finance management platform.