Yulchon chairman Woo Chang-Rok (second from left) received Asian Law Firm of the Year Award with corporate and disputes partners on Tuesday, Feb. 23 at the Four Seasons Hotel in Hong Kong. ()
On Tuesday night, at a gala dinner at the Four Seasons Hotel in Hong Kong, The Asian Lawyer announced the winners for its third annual Asia Legal Awards. As promised, here’s a full list of the winners and the reasons why they impressed the judges. We’re enormously grateful to all the firms that submitted to the awards.
M&A Deal of the Year: North Asia
This award is shared by six firms which advised on U.K. retailer Tesco’s $6.4 billion sale of Korean supermarket chain Homeplus to MBK Partners, the Canadian Pension Plan Investment Board and Temasek. This deal is one of the largest private equity deals of 2015, and the largest buyout ever done in South Korea. The transaction was made even more complex by its cross-border nature and the challenges of pulling off a club deal of this size. Cleary Gottlieb Steen & Hamilton and Korea’s Yulchon advised leader buyer MBK Partners. Ropes & Gray acted for the CPPIB and Paul Hastings for Singapore’s Temasek. Freshfields Bruckhaus Deringer and Bae Kim & Lee represented Tesco.
This deal was also the winner of the Grand Prize M&A Deal of the Year.
M&A Deal of the Year: South Asia
AZB & Partners and Cyril Amarchand Mangaldas received this awards for their advices on American Tower Corp.’s $1.4 billion buy of a controlling stake in India’s Viom Networks Ltd. The deal saw Viom, represented by Cyril Amarchand become second-largest wireless tower company in India. The deal is significant and complex as it involves India’s fast growing mobile telecommunications sector. It also included a strong multijurisdictional element as AZB & Partners advised American Tower to buy shares from India’s SREI Infrastructure Partners, Singapore state investor GIC, the Oman Investment Fund.
M&A Deal of the Year: Southeast Asia
Singaporean duo Allen & Gledhill and WongPartnership stood out for their work done on the $3.6 billion merger and reorganization between the infrastructure subsidiaries of state-controlled Temasek and JTC Corp. The deal raised complicated cross-border issues in a number of legal disciplines including corporate and competition law, real estate and tax and will allow the combined entities to more effectively pursue large-scale, complex projects. Allen & Gledhill acted for Temasek with WongPartnership representing JTC.
M&A Lawyer of the Year
Skadden, Arps, Slate, Meagher & Flom Hong Kong partner Julie Gao impressed the judges with a deal list that includes many of the most high profile big-ticket M&A transactions in China last year. To name a few, she advised the special committee of Qihoo 360 Technology Co. Ltd. on the company’s $9 billion sale to a consortium led by cofounder Zhou Hongyi. In a similar take-private deal, she acted for online video provider Youku Tudou Inc.’s board on a $5.6 billion buyout by Alibaba Group Holding Ltd. She also represented taxi smartphone app Didi Dache on its $6 billion merger with rival Kuaidi Dache as well as 58.com on its $1.7 billion investment in Ganji.com and a concurrent sale of $400 million in 58.com by Tencent Holdings Ltd.
M&A Team of the Year
Simpson Thacher & Bartlett is this year’s winner for the M&A team prize. The firm has worked on M&A deals across a variety of industries and in jurisdictions from India to Japan. In addition to represent Alibaba Group Holding Ltd. on its $4.6 billion investment in China’s Suning Commerce Group Ltd. and its $680 million investment in India’s Paytm, the firm also advised longtime client Blackstone Group on its $8.1 sale of portfolio company IndCor Properties Inc. to Singapore’s GIC Pte Ltd. and Global Logistics Properties Ltd. In Japan, Simpson represented Sumitomo Life Insurance Co. on the $3.8 billion purchase of Symetra Financial Corp. and Panasonic Healthcare Holdings Co Ltd. a portfolio company of longtime Simpson client KKR, on its $1.25 billion purchase of Bayer AG’s diabetes care division.
Finance Deal of the Year: Banking
This year’s banking deal prize is shared by Clifford Chance, Hogan Lovells, Latham & Watkins, Linklaters and China’s Jun He Law Offices as well as Italy’s Chiomenti Studio Legale and Pedersoli e Associati for their advices on the financing of China National Chemical Corp’s $7.37 billion acquisition of Italian tire maker Pirelli. The financing part of the deal was as complex as it was vast. In light of Italy’s famously variable take private process—the transaction could have taken anywhere from six months to two years to complete—lawyers had to address multiple scenarios relating to the timing and availability of borrowings, the acquirer’s ability to control varying percentages of the target, and the collateral pledged to support the financings. It was also one of the first take privates of an Italian listed company using leveraged financing and high yield. Pirelli, the official tire supplier to Formula One motor racing, finally delisted in November, capping a hugely successful return of Chinese state-owned entities to major global dealmaking.
Finance Deal of the Year: Insolvency and Restructuring
Kirkland & Ellis, Latham & Watkins and Skadden, Arps, Slate, Meagher & Flom received the award for best insolvency work for their advices on the debt restructuring for Macau casino Studio City. In October 2015, Macau casino operator Melco Crown Entertainment was busy putting the finishing touches to its newest leisure and gaming resort, Studio City. Then, just a week before the $3.2 billion facility was due to open, the Macau Government dropped a bombshell by announcing that Studio City would only be allowed to operate 250 gaming tables—far fewer than the 400 it had originally envisaged. The decision, which Melco cochair Lawrence Ho had warned would have “a drastic impact on our financial modelling,” left Studio City technically in default on a $1.4 billion loan. Lawyers and financial advisors at Moelis & Co., a specialist in debt restructuring, worked quickly to make amendments to the senior term and revolving loan facilities agreement within the space of a few days, allowing the venue to open on time.
This matter was also the winner of the Grand Prize Finance Deal of the Year.
Finance Deal of the Year: Project Finance
The prize was awarded to Mayer Brown JSM, O’Melveny & Myers and Singapore’s Rajah & Tann for their work on the financing of the $830 million Panca Amara Utama ammonia plant in Sulawesi, Indonesia, which was truly a global effort. The $512 million debt package was provided by a consortium led by the International Finance Corporation and also comprising seven commercial banks, headquartered in five different countries across Asia and Europe. One of the IFC’s largest greenfield projects over the past decade, the deal also saw the development bank take an equity position in PAU in the form of a subordinated loan to Surya Esa Perkasa, the second-largest owner and operator of domestic liquefied petroleum gas refineries in Indonesia, which controls about 60 percent of PAU shares. The landmark project represents the first locally-sponsored private ammonia plant in Indonesia and also the first major step in the government’s plans to develop the Sulawesi corridor.
Finance Team of the Year
The large and diverse finance team at Eurasian giant King & Wood Mallesons proved its strength with roles on some of the region’s largest and most complex deals in 2015. The firm advised Qingdao City Construction Investment on its $500 million perpetual capital bond offering—the first US-dollar perpetual securities sale by a Chinese local government financing vehicle; National Australia Bank on its $5.5 billion capital raising—the largest ever by an Australian corporate; and Australian Unity on the first raising to take advantage of the country’s new ‘simple corporate bonds’ legislation. Clients also benefitted from the team’s niche expertise in the fast-growing FinTech sector.
Finance Lawyer of the Year
Freshfields Bruckhaus Deringer Hong Kong partner Daniel French has established himself as one of the region’s leading asset and acquisition finance specialists. He acted in 2015 on a slew of major cross-border deals, advising Cheung Kong Property Holdings on the $7 billion syndicated financing of its corporate reorganization, and as head of Freshfields’ aircraft finance team in Asia, acted for airlines, aircraft lessors and banks on everything from straightforward operating leases to complex, tax structured deals. French has also developed a strong practice advising Asian multinationals, including Hutchison Whampoa and Alibaba, on their global treasury activities.
IPO of the Year
State-owned Japan Post Holdings’ counsel Sullivan & Cromwell and Mori Hamada & Matsumoto and underwriters’ lawyers Simpson Thacher & Bartlett and Anderson Mori & Tomotsune won IPO of the year for the postal service group’s landmark $12 billion triple listing, the largest ever IPO in Japan. Japan Post is the country’s principal postal operator and was wholly owned by the Minister of Finance – the deal represents the first crucial step to completing divestment requirements under Japanese law to privatize postal services, a subject of internal political and regulatory debate for over a decade. The MoF reduced its share to 89%, and will use the proceeds to redeem debt issued to fund recovery work in areas affected by the 2011 earthquake. Japan Post Holdings also reduced its shares in the two subsidiaries to 89%, and intends to use the profits to repurchase shares of its common stock from the MoF.
This deal was also the winner of the Grand Prize Securities Deal of the Year.
Securities Deal of the Year: Debt
Magic Circle duo Linklaters and Clifford Chance won the debt securities deal prize alongside China’s Jingtian & Gongcheng and Hungray’s Kinstellar for their work done on Bank of China’s $3.55 billion four currency bond. The deal marks the first time in history an institution has attempted a four-pronged currency deal in one day. The separate tranches involved the bank’s Singapore, Abu Dhabi, Hong Kong and Hungarian branches. It is also one of the first public bond offerings aimed at funding projects to improve infrastructure links between Asia and Europe. The multi-currency bond was dubbed the Silk Road bond, echoing President Xi Jinping’s One Belt One Road” initiatives.
Securities Deal of the Year: Equity
Clifford Chance and Jakarta-based Mochtar Karuwin Komar guided PT Hanjaya Mandala on a $1.4 billion rights offer on the Indonesia Stock Exchange in September. The two firms share the honor of the equity securities deal of the year with Latham & Watkins and Hadiputranto Hadinoto & Partners, which advised the underwriters. The deal is Southeast Asia’s largest ever secondary placement as well as the largest equity deal in Indonesia of the year. The transaction was in fact the workaround result of a regulatory roadblock where the company was unable to fulfil the exchange’s minimum 7.5 percent free float requirement due to Philip Morris holding 98.2 percent of its shares. The deal was also executed – and well-priced – despite challenging market conditions amid a sharply depreciating local currency and decreasing net cash flows. The sheer size of this rights issue and share placement restored confidence in both Indonesian and foreign stock market investors.
Securities Lawyer of the Year
The judges selected Latham & Watkins’ Hong Kong corporate chair and Greater China practice chair Cathy Yeung as the Asia Securities Lawyer of the Year. Yeung led the team in all of the Hong Kong IPOs the firm worked on in 2015, including those of GF Securities, which was Asia’s largest listing at the time at $4.1 billion, as well as China’s largest auto glass manufacturer Fuyao Glass Industry Group, which raised $1.09 billion as Hong Kong’s biggest IPO of the year at the time. She also advised Hong Kong Broadband Network on its $855 million listing and China Galaxy Securities on its $3.1 billion H-share placement, which marked the largest follow-on offering in China. She was one of the first lawyers to work on H-share listings by Chinese companies since the market opened in 1993, and has left her mark on numerous historical IPOs, such as those of Bank of China, BOC Hong Kong, China Life and CITIC Securities.
Securities Team of the Year
Cleary Gottlieb Steen & Hamilton’s 2015 Asia securities portfolio is stacked with impressive deals. The firm has long been the recognized leader in Korean capital markets and worked on some key equity transactions in Hong Kong and Southeast Asia this year. Hong Kong-based partners Freeman Chan, Jinduk Han, and Shuang Zhao, and Seoul-based partner Yong Guk Lee drive the region’s securities practice. Its standouts of the year include the Republic of Korea’s inaugural panda bond offering, led by Han, and Petronas’ $5 billion combined conventional and Islamic bond issuance on the Hong Kong Stock Exchange, Bursa Malaysia and the Labuan International Financial Exchange. Both were honored as finalists. Other notable transactions include representing Lenovo Group on its inaugural rmb4 billion dimsum bond, China’s Dali Foods on its $1.15 billion Hong Kong IPO and the Republic of the Philippines on a $2 billion global bond offer.
Dispute of the Year: Intellectual Property
Our judges chose Yulchon as the winner in this category because of a significant, high-profile trademark victory—involving one of the world’s most widely used drugs—against an international pharmaceutical giant. In 2012, after Pfizer Inc.’s Viagra patent expired in Korea, Yulchon’s client Hamni Pharmaceuticals introduced a generic version of the erectile dysfunction drug, which quickly took over more than half the market. Pfizer sued, claiming that Hamni’s PalPal pill copied Viagra’s distinctive, trademarked blue diamond shape. The U.S. company won at the Seoul high court level, but on appeal, Yulchon convinced Korea’s Supreme Court to find for Hamni. Although the court found similarities between the two pill designs, it noted key differences that it made it unlikely that consumers would be confused. The case marks the first time Korea’s Supreme Court has articulated standards for gauging the distinctiveness of a three-dimensional trademark.
Dispute of the Year: Arbitration
The stakes were high in this dispute: control of one of the world’s largest gold and copper mines, with assets worth more than $1.5 billion. PNG Sustainable Development, represented by Clifford Chance, argued that the government of Papua New Guinea had expropriated its 63 percent share in the OK Tedi Mine, and it filed an arbitration with ICSID, the International Centre for Settlement of Investment Dispute, to enforce its claim. But WongPartnership, representing the state of Papua New Guinea, quickly shut down the arbitration. Sustainable Development had based its ICSID filing on two domestic laws that—it claimed—opened the way for ICSID arbitration of investment disputes in Papua New Guinea. WongPartnership countered by arguing that the language of the statutes did not give the state’s explicit “consent in writing” to ICSID arbitration. All three members of the arbitration panel agreed with WongPartnership’s reading of the statutes. They dismissed the claims for lack of jurisdiction—the first time an international panel ruled on whether investor claims against Papua New Guinea could be decided under ICSID arbitration. Although parallel proceedings continue in the Singapore courts, this victory is noteworthy for its big potential impact on cross-border investment in Papua New Guinea.
Dispute of the Year: Litigation
Korean duo Bae, Kim & Lee and Yulchon won this prize for their victory as cocounsel to state-owned Korea Railroad Corp., or Korail, in a real estate development dispute with private equity consortium Dream Hub. At the center of this dispute was the planned development of the Yongsan International Business District in Seoul. The ambitious $25 billion plan that started in 2006 aimed to build Yongsan into a world class business and commercial district with some of the tallest skyscrapers in the world. But it was soon hit hard by the following financial crisis when the Dream Hub consortium defaulted on $4.5 billion loans. Korail at this time applied to terminate the project and the 61 percent ownership of the land previously sold to the consortium. The request was met with Dream Hub’s plea of $1.7 billion in damages as a result as well as a countersuit asking for $42 million in damages. Yulchon and Bae, Kim & Lee successfully convinced the court that Korail was clear of responsibilities related to Dream Hub’s failure. After agreeing with Korail’s request to cancel the project in 2013, last year the court finally dismissed Dream Hub’s countersuit. The case serve as an important case study for all jurisprudence related to the real estate development in Korea.
This case was also the winner of the Grand Prize Dispute of the Year.
Disputes Lawyer of the Year
Kim & Chang partner Yong Sang Kim was honored with this award chiefly for his work as the lead litigator for Samsung C&T Corp. that saved a $7 billion merger and fended off a pioneering shareholder activism suit in Korea by the ubiquitous litigious U.S. hedge fund Elliott Management Corp. As a shareholder of Samsung C&T, Elliott objected to its merger with Cheil Industries Inc. and filed for two injunctions against the deal. Drawing upon the experience as a judge himself for more than 22 years, Kim led the Kim & Chang team successfully convinced the court to dismiss both injunction applications.
Disputes Team of the Year
Singapore’s Allen & Gledhill stood out in this highly competitive category with their ability to overturn a worldwide Mareva injunction by the Singapore High Court that froze assets up to $1 billion as well as applying for a novel challenge on jurisdiction against a previous decision made by the Singapore Court of Appeal. Acting for Swiss art dealer Yves Bouvier and affiliated Hong Kong company Mei Invest Ltd., partner and Senior Counsel Edwin Tong led the Allen & Gledhill team that was able to convince the Singapore Court of Appeal that there was no real risk of dissipation for a Mareva injunction to be granted to its clients. In the prolonged professional fees litigation representing Singapore corporate advisory firm nTan, Tong and his team attempted a bold and rare application for the Court of Appeal to set aside a previous decision on the basis of lack of proper jurisdiction and a breach of fair hearing rules as well as reversing factual findings in the decision. A rare five-judge panel—usually three— although wasn’t convinced to set aside the decision, agreed with Allen & Gledhill that the court didn’t have the power to re-write the terms agreed by creditors. The court also cleared nTan of any adverse allegations in terms of professional standing as raised in the previous decision.
Regulatory/Compliance Lawyer of the Year
The judges believed the lawyer who most deserved the title of best Regulatory/Compliance Lawyer was Kelly Austin, a partner at Gibson, Dunn & Crutcher’s Hong Kong office who is regionally-renowned for her finesse and practicality in helping companies both local and global navigate highly sensitive government and corporate internal investigations, particularly those involving FCPA and anti-money laundering. Prior to her leadership at the firm Austin held a decade-long position as the compliance and litigation counsel for General Electric in Asia, where she guided the company’s disputes and investigations throughout the region.
Regulatory/Compliance Team of the Year
We honor Korea’s Kim & Chang as winner of this category for the wide range of complex issues they work for multinational clients in an extremely challenging environment. South Korea has the world’s eighth largest trading economy, according to International Trade Institute, but ranked only the 43rd on Transparency International’s 2015 Corruption Perceptions Index. With corrupt business practices inherited from the past continuing to exist, the significance of compliance became particularly acute. Last year, the firm was sought by clients including Boerhringer Ingeheim, Samsung T&C and Moody’s on matters including whistle blower complaints, drafting anti-graft compliance guide and devising compliance systems comparable for both the newly enacted Korean Anti-Graft Law and the U.S. Foreign Corrupt Practice Act.
Private Client Lawyer of the Year
Zhong Lun Law Firm Shanghai partner and tax and wealth planning practice Peter Ni is this year’s choice for this category. A leading expert in tax law matters, he advised ten ultra-high net worth individuals with offshore trust planning and implementation last year, especially on Chinese and U.S. tax compliance related to the voluntary disclosure programs. He also assisted five families with asset protection, succession planning, tax planning and family business restructuring, including onshore to offshore ownership structure changing.
Offshore Law Firm of the Year
In one of the most closely contested categories, Conyers Dill & Pearman stood out this year for involving in several most significant deals in the region. The firm was Cayman Island counsel to Youku Todou Inc. on its $5.6 billion privatization by Alibaba Group Holding Ltd. The firm also advised New WuXi Life Science Ltd. on the $3.3 billion buyout of WuXi PharmaTech Inc. One of the oldest offshore presence in Asia, the firm was able to secure a more than 60 percent share of Hong Kong’s IPO market, where large amount of Chinese companies list under offshore structures. Last year, the firm also added a Queen’s Counsel to its Asia practice by relocating partner Nigel Meeson to Hong Kong from Cayman Island office.
Asian CSR Initiative of the Year
MWE China Law Offices stood out for groundbreaking pro bono initiatives as well as the depth of its pro bono commitment. The firm worked with nonprofit China Help to produce research that can be used by LGBTQ plaintiffs in China to challenge gay conversion therapy, which often includes electroshock treatments. Likewise, MWE China helped another nonprofit, Liberty Asia, develop a legal toolkit for aid workers fighting human trafficking in Southeast Asia. Overall, in 2015 more than half of MWE China’s lawyers advised pro bono clients, and most of those attorneys spent at least 20 hours on their pro bono work—a level of pro bono activity that is still rare in the international arena.
Asian Law Firm Leader of the Year
Under the leadership of managing partner Wu Peng, Zhong Lun Law Firm continued its growth last year as one of the largest Chinese law firms, reaching a global headcount of more than 1,300 lawyers in 12 offices, including international presence in Hong Kong, London, New York and Tokyo. Wu took over as managing partner from the firm’s paramount leader Zhang Xuebing in 2013, and at a time of increased trend of global mergers and associations and alike, led the firm’s decision to follow an independent path. The firm’s decision to maintain its modified merit-based partnership structure helped attract some of the leading talent to join. Last year, it hired from leading domestic and international competitors such as Fangda Partners, Allbright Law Offices as well as DLA Piper. In addition to his well-known Japan practice, Wu last year also led a team representing chipmaker Qualcomm Inc. in its high profile antitrust investigations by the Chinese National Development and Reform Commission.
International Law Firm Leader of the Year
Freshfields Bruckhaus Deringer Asia managing partner Robert Ashworth received this prize for his ability to maintain a steady regaional growth for the Magic Circle firm at a time of volatility among peers. Since being appointed as Asia managing partner in 2011, Ashworth has been committed to build a collaborative culture across the firm’s seven Asian offices. Having been based in Asia for 22 years, Ashworth too impressed the judges with a well-struck balance between managing the firm’s regional practice and maintaining a leading M&A practice of his own. Last year, he led the team representing InterContinental Hotels Group Plc. on a $938 million sale of a flagship Hong Kong hotel to a local buyout firm.
International Law Firm of the Year
Last year, Kirkland & Ellis‘ Asia team proved its strength in a variety of practices ranging from its traditional forte in capital markets and private equity deals to the newly launched insolvency and restructuring group. In securities deals, the firm represented state-owned China Railway Signal & Communications Corp. on a $1.42 billion initial public offering in Hong Kong and the underwriters for the $2.5 billion China Huarong Asset Management Co. Ltd. listing. The M&A team acted for an investor consortium on a $9.3 billion buyout of Chinese internet company Qihoo360 Technology Co. Ltd. as well as classified listings site Ganji.com on the $1.6 billion investment made by peer 58.com. The judges were particularly impressed by the fact that the firm’s Asia insolvency practice—launched only in late 2014—has already been advising on four of the most significant restructuring transactions—Studio City, Kaisa Holdings, Bumi Resources and Berau Coal—in Asia with total financial liabilities of over $7.6 billion.
Asian Law Firm of the Year
Our choice of Korea’s Yulchon as the Asian Law Firm of the Year is based on its exceptional performance last year in both transactions and disputes. On the deal side, acting as Korean counsel, the firm advised MBK Partners on a $6.1 billion joint acquisition of supermarket chain Homeplus from British retailer Tesco. The M&A team is also representing Seoul-based Mirae Asset Global Investments on a $2 billion acquisition of brokerage firm KDB Daewoo Securities Co. Ltd. The total M&A deal value handled by Yulchon amounted to $12.3 billion in 2015, exceeding the $8 billion worth deals handled by Kim & Chang, the country’s largest law firm. In November, the disputes team secured a landmark victory on behalf of the Korea Railroad Corp. in the multibillion-dollar Dream Hub development dispute. The firm also successfully helped the Kookmin Bank fence off a $99 million worth contract lawsuit brought by the Korea Lottery Service.
In-house Counsel of Distinction
Choo Suit Mae, Sime Darby Berhad
Corinna Fung, GCL-Poly Energy Holdings
Grace Guang, Valeant Pharmaceuticals
Joanne Low, RRJ Capital
Sarah Woodhouse, Unilever
Tim Steinert, Alibaba Holdings