Chinese e-commerce giant Alibaba Group Holding Ltd. filed a prospectus Wednesday morning, giving the full list of counsel who will be participating in its highly anticipated U.S. initial public offering.
As previously reported by The Asian Lawyer, Simpson Thacher & Bartlett is advising Alibaba, with Hong Kong partners Leiming Chen and Daniel Fertig and Palo Alto partner William Hinman leading the firm’s team on the listing. The prospectus additionally listed Fangda Partners as Chinese counsel to the issuer. Maples and Calder is advising on Cayman Islands law.
Morrison & Foerster Tokyo partners Ken Siegel and Ivan Smallwood and San Francisco partner Andrew Winden are advising Softbank Corp., which is Alibaba’s largest shareholder.*
Sullivan & Cromwell Hong Kong partner William Chua and Palo Alto partners Jay Clayton and Sarah Payne are acting for underwriters Credit Suisse Securities, Deutsche Bank Securities Inc., Goldman Sachs & Co., J.P. Morgan Securities, Morgan Stanley & Co. International plc. and Citigroup Global Markets Inc. King & Wood Mallesons is advising the banks on Chinese law.
The IPO is one of the most highly anticipated of the year. Though Alibaba said in its prospectus it planned to raise $1 billion, that sum is regarded as placeholder. The actual amount is widely expected to exceed $15 billion, potentially larger than the $16 billion Facebook Inc. raised in its 2012 Nasdaq listing.
Hangzhou-based Alibaba is one of China’s leading Internet companies. Among its businesses are 1688.com, the world’s largest business-to-business online trading site; Taobao Marketplace, an eBay-like consumer auction site; and Tmall, the nation’s largest online retailer. Since the beginning of the year, Alibaba has made significant investments in sectors ranging from television production to digital mapping. Engaged in a fierce competition with Chinese archrivals Tencent Holdings Ltd. and Baidu Inc. to offer an integrated online shopping and social media platforms, Alibaba has also recently launched personal finance, taxi booking and online gaming products.
The Chinese company had initially planned to list on the Hong Kong Stock Exchange. But it switched course for New York after Hong Kong refused to accommodate Alibaba’s insistence on a structure that would allow founder Jack Ma and his management team to maintain control without owning a majority of the shares. U.S. exchanges permit such dual-share structures, which are employed by both Facebook and Google, and Alibaba’s decision has sparked debate in Hong Kong on whether its rules need to be changed.
Many Chinese tech companies prefer to list in the U.S., regardless of such control issues, because the country’s larger and more sophisticated base of investors and analysts in the sector promises better valuations.
Alibaba has generated a bit of controversy in legal circles for excluding from consideration as IPO counsel those firms, including Skadden, Arps, Slate, Meagher & Flom and Davis Polk & Wardwell, that have handled substantial work for its Chinese competitors. The company’s choice to list in New York also sidelined longtime Hong Kong counsel Freshfields Bruckhaus Deringer.
* Updated, 5/8/14: This story has been updated to include the role of Morrison & Foerster as adviser to Softbank Corp., Alibaba’s largest shareholder.