A Multicultural, Multilingual Team On the Ground

Transcription

1 Asia Pacific Doing business successfully in Asia Pacific requires commitment, local knowledge and adaptability. Faced with complex regulations and business practices, incoming investors appreciate counsel that combines robust representation with respect for local sensitivities. Asian corporations, in turn, often require a law firm with sophisticated commercial judgment and cross-border capabilities when establishing or expanding a footprint outside the region. A Multicultural, Multilingual Team On the Ground With offices in the financial hubs of Beijing, Hong Kong and Singapore, Dechert helps global corporations, financial institutions and private investors meet their legal and regulatory needs. Our team includes eminent legal figures, who facilitate clients expansion by maintaining a network of relationships with regulatory authorities throughout Asia, including China, Hong Kong, Singapore and South Korea. Dechert is regularly recognized by legal directories such as Chambers Asia Pacific and The Legal 500 Asia Pacific. Qualified in multiple jurisdictions, and fluent in several Asian languages, including, Cantonese, English, Korean, Malay (Bahasa Malaysia), Mandarin and Shanghainese, we provide commercially minded solutions that bridge business cultures. Meeting Client Needs Wherever They Do Business Dechert s commitment to Asia Pacific reaches far beyond our office network. We provide results-oriented legal and business solutions to corporations and funds investing throughout the region. We also assist entities from across the Asia Pacific when planning or executing a regional or global investment. Moreover, by working closely with colleagues in Dechert offices throughout the world, our Asia Pacific lawyers help clients fulfill their strategic objectives in Asia and beyond. Corporate Investigations and Anti-Corruption Our anti-corruption compliance and investigations lawyers in Asia Pacific advise companies across a wide range of industries. Our services cover all phases of the compliance and risk mitigation timeline, from pre-investment risk assessment and due diligence to post-investment compliance advice, compliance policy reviews and training, and internal or government investigations. With detailed knowledge of anti-corruption laws and enforcement agency practices, we regularly coordinate complex, multi-jurisdictional investigations for clients based or operating in Asia Pacific that exhibit anti-corruption indicators or are subject to enforcement investigations. Corporate/M&A

2 Dechert represents buyers, sellers and advisers in complex commercial transactions throughout Asia Pacific. We focus on structuring successful deals, ensuring speed-to-market execution and protecting our clients interests in all phases of a transaction. We are also recognized in the region as a leading M&A adviser. Issuers, underwriters, placement agents, sponsors, investors and selling shareholders have learned to rely on Dechert lawyers when conducting equity, debt and hybrid security issuances public or private across a wide range of industries. Energy Clients from every level of the value chain in the energy and natural resources industries rely on Dechert s timely counsel when carrying out cross- border transactions or navigating the industry s complex and evolving regulatory and litigation landscape. From hydrocarbon fuels and shale gas to renewable energy, climate change and emissions trading, Dechert combines experience and practical know-how to help clients achieve their goals. Financial Services Disputes and Contentious Regulatory Dechert litigators and disputes lawyers in Asia Pacific have amassed an enviable body of experience representing clients in the financial services industry. We regularly advise and represent clients in cross-border litigation and international arbitration, internal regulatory compliance investigations and external investigations by financial regulators and law enforcement agencies, providing specific compliance and contractual advice as needed. Hedge Funds Recognized internationally as a leading adviser for the hedge fund industry, Dechert is the firm of choice for many of the world s largest hedge fund and emerging fund managers seeking comprehensive, cross-border service. Our lawyers help clients launch funds, raise capital, achieve tax efficiency and meet regulatory requirements. We advise hedge and alternative asset/strategy funds that engage in private equity/activist strategies through the use of tailored fund structures. Intellectual Property Dechert s IP team boasts a strong record in litigation, counseling and transactional matters in Asia Pacific. Our lawyers combine decades of IP experience with knowledge of the underlying science through training in technology, engineering, medicine and business. Our fluency in sophisticated subject matters affords our clients an advantage in court and at the negotiating table. We are adept at all aspects of IP protection, including idea development; patent prosecution and portfolio enhancement; trademark, trade secret and copyright protection; and licensing arrangements. Clients interests are protected by deploying strategies that enhance their market position and protect their assets from infringement and unfair competition. International Arbitration Regularly ranked among the world s top firms for international arbitration by Global Arbitration Review, our arbitration team provides forceful and persuasive representation for corporations,

3 investors and states in complex and high-stakes commercial and investment treaty arbitrations. Aware of the risks and costs of protracted disputes, we strive to offer creative solutions to help resolve complex disputes as early as possible. With one of the leading investor-state practices, we regularly appear as counsel for both investors and states. We advise corporations on how to structure or restructure investments in order to attain (or maintain) investment treaty protection. Conversely, we also advise public officials on their obligations under investment treaties. In addition, we are one of the few firms whose lawyers not only appear as counsel but also sit as arbitrators in investor-state cases. Investment Funds - Retail/Registered Funds Dechert s offices in Asia are staffed by an interdisciplinary team comprised of U.S.-qualified, U.K.- qualified and locally qualified lawyers. As a result, financial services entities of all types from banks to broker-dealers, from investment managers to insurance companies rely on Dechert s investment fund lawyers in Asia. Our clients in Asia include both U.S. and European financial services companies of global breadth, as well as Asian financial services companies of all sizes. Life Sciences Dechert s life sciences team in Asia Pacific represents companies across the entire spectrum, including biotechnology, bio-informatics, drug discovery, genomics, biopharmaceutical, diagnostic and medical device companies. We understand the complex interplay of business, legal and regulatory issues that confront life sciences companies at all stages of growth. One-stop services aimed at ambitious, IP-focused companies include identifying licensing or joint development opportunities, registering specific drug products, transactional advice and help in navigating regulatory compliance risks. We also advise large pharmaceutical companies with an established presence in Asia on licensing transactions, disputes with partners and on regulatory and anti-bribery compliance issues. Leveraging on our knowledge and experience in Asia, US and Europe, we assist China-based companies in taking their first steps outside China, guiding their way through acquisitions and joint-ventures in the western markets. Litigation and Dispute Resolution With a proven track record of success in Asia-related matters, Dechert lawyers represent clients in complex domestic and cross-border commercial litigation cases. Backed by a global, full-service platform, our Asia Pacific disputes team is regularly asked to provide advice on dispute resolution clauses, pursue litigation or arbitration, obtain interim measures such as injunctions, and enforce judgments and arbitral awards throughout the world. Private Equity - Funds and Investment Private equity funds headquartered in Asia Pacific and funds investing in the region call on Dechert for advice at every phase of the investment life cycle. We help private equity sponsors to form funds and assist as they raise capital by structuring, negotiating and executing investments on their behalf. We structure funds for good governance and strive at all times for cost and tax efficiency, executing transactions that maximize portfolio value and, ultimately, help achieve successful exits.

4 Our experience includes secondary transactions, carried interest and co-investment plans, team spin-outs and co-investments. Regulatory Fund managers, intermediaries and banks come to Dechert for comprehensive, multi-jurisdictional financial services expertise that includes corporate and securities-related regulatory guidance, and advice on compliance and internal controls. Our clients, including financial regulators and institutional investors, benefit from our in-depth knowledge of the latest securities-related regulatory developments and initiatives in different jurisdictions across Asia and the rest of the world. Doing business successfully in Asia Pacific requires commitment, local knowledge and adaptability. Faced with complex regulations and business practices, incoming investors appreciate counsel that combines robust representation with respect for local sensitivities. Asian corporations, in turn, often require a law firm with sophisticated commercial judgment and cross-border capabilities when establishing or expanding a footprint outside the region.a Multicultural, Multilingual Team On the GroundWith offices in the financial hubs of Beijing, Hong Kong and Singapore, Dechert helps global corporations, financial institutions and private investors meet their legal and regulatory needs. Our team includes eminent legal figures, who facilitate clients expansion by maintaining a network of relationships with regulatory authorities throughout Asia, including China, Hong Kong, Singapore and EXPERIENCE Anti-Corruption A European pharmaceutical company on corporate and D&O liability under relevant anti-corruption laws and regulations related to the business operations of a joint venture in China. A Fortune 500 company and an S&P 500 company in an internal investigation in China and Taiwan regarding suspected FCPA violations and accounting fraud. Our work involved collecting, processing and reviewing voluminous Chinese-language documents, interviewing witnesses across Asia, and providing a forensic accounting analysis and comprehensive interim and final reports with remedial recommendations.

5 A Fortune 500 company in an internal investigation conducted concurrently with investigations by Hong Kong s Independent Commission Against Corruption into allegations of bribery in China. An international mining group in investigations in Hong Kong, China and Mongolia relating to allegations of corruption, fraud and insider dealing, including evaluating internal controls and compliance policies and responding to inquiries from regulators in Canada and the United States. A multinational trading group in a cross-border investigation in China, Hong Kong, Indonesia, Singapore and Vietnam into possible fraud, corruption and money laundering issues. A U.S. pharmaceutical company in an internal investigation involving allegations of commercial bribery, bribery of foreign officials and violations of local laws in China. Corporate & Securities Energy The founding members of a joint venture with a subsidiary of Shanghai e-shang Warehousing Services Co., Ltd. which focuses on investing in and developing an industrial and warehouse logistics portfolio in Korea. Singapore-based Giosis Pte. Ltd., the parent company of Pan-Asian e-commerce platform Qoo10, in raising US$82.1 million in a Series A funding round led by SGX-listed Singapore Press Holdings Ltd. along with ebay, Saban Capital Group, UVM 2 Venture Investments LP, Brookside Capital and Oak Investment Partners. Join Me Group (HK) Investment Company Limited, a Hong Kong company, whose China subsidiaries operate the largest B2B procurement platform for the food service industry in China, and its 13 shareholders, in the sale of 100% of equity interests of JMU to a subsidiary of NASDAQ-listed Wowo Limited, a leading e-commerce platform in China focusing on local entertainment and lifestyle services. OCI Enterprises Inc., the North American subsidiary of OCI Company Ltd. of Seoul, Korea, in its agreement to sell its approximately 73% limited partner interest in OCI Resources LP (NYSE: OCIR), as well as its 2% general partner interest and related incentive distribution rights, to Park Holding A.S., a subsidiary of Ciner Group of Istanbul, Turkey. One of the world s largest financial services groups in its participation in a US$700 million preferred shares offering by a Chinese group-discount company. The private equity arm of a leading investment bank in the U.S. in its US$40 million investment in a Chinese restaurant chain with about 800 restaurants in China. A major Asian engineering, construction and energy conglomerate on its bid to partner with the Government of the Republic of Uganda to construct a crude oil refinery in Uganda with an estimated capacity of 60,000 barrels per day and with an estimated project cost of more than US$2.5 billion. A European gas company and its parent as defendants in a SIAC arbitration against a major hydrocarbons company s Chinese subsidiary and in subsequent enforcement proceedings before the English and Chinese courts. OCI Solar Power, an emerging leader in the solar sector, on the financing of the first phase of its 400MW solar power plant development project in the City of San Antonio. Peabody Energy on its A$4.8 billion acquisition of Australia-based miner Macarthur Coal Limited (as global competition counsel).

6 Financial Services' Disputes An Asian asset manager with more than US$500 million in assets under management in a complex hedge fund start-up dispute in the High Court of Hong Kong, including claims for declaratory relief and damages and related unfair prejudice and statutory derivative proceedings. An Asian asset manager and two of its officers in relation to multi-jurisdictional disputes with a former Hong Kong business partner and a U.S. investment manager arising from a business rebranding. A global hedge fund group with more than US$2.5 billion in assets under management in successfully defending against attempts to uncover documents through disclosure in Hong Kong for subsequent use in New York court proceedings. A Middle Eastern sovereign pension fund in a dispute with its investment manager over the return of US$100 million of investment funds. We acted as the client s international counsel in proceedings before the Royal Court of Jersey and advised on investigations by Hong Kong s Securities and Futures Commission and the Hong Kong Police. A private Russian bank in the successful enforcement of Russian and French judgments against assets located in Hong Kong by way of a worldwide Mareva injunction against a person located outside Hong Kong. Hedge Funds An Asian equity focused hedge fund management firm with AUM in excess of US$1 billion. One of the most successful blue chip hedge fund launches in 2014 in Hong Kong. It raised in excess of US$300 million in its first few months. A Cayman Island hedge fund on the establishment of a new share class in certain of its sub-funds. A hedge fund management company in Singapore with the launch of a hedge fund and the establishment of a master-feeder structure to accommodate U.S. investors. A PRC asset management company on the establishment of a range of fund of hedge funds. Intellectual Property Freedom-to-operate analysis for various companies, including ALSTOM Power and Dover Corporation, in the context of product launches in various countries and acquisition of Chinese targets. Various renowned luxury brands in trademark infringement and unfair competition litigations. A U.S.-based technology and software conglomerate and a U.S.-based electronics manufaturer on patent enforcement and litigations in China as part of client s worldwide IP enforcement initiatives. International Arbitration Our lawyers have acted as counsel for the following clients:

7 An Asian state entity in connection with a US$2 billion ICC dispute arising from a military procurement contract and the payment of illicit commissions. A Chinese company in an ICC arbitration against a German company related to three contracts for the construction of chemical product plants. A Chinese educational group and its domestic and overseas subsidiaries in an HKIAC dispute against a Hong Kong investment company s subsidiary that arose from a pre-ipo investment arrangement. A global technology company in a dispute with a stated-owned Vietnamese oil and gas company. An international food-and-beverage conglomerate in a SIAC dispute with the company s Indian joint venture partner. An international mining and metals conglomerate in 16 separate disputes before the LCIA with its lenders. An international oil and gas major in a series of disputes arising under production sharing contracts with a South East Asian government s regulatory authorities and stated owned entities. A Korean engineering conglomerate in various disputes, including ICC and ICDR arbitrations, and Singapore court proceedings. Our lawyers have served as arbitrators in the following matters: Chairman in a BAC arbitration between a Chinese company and a Chinese insurer in relation to insurance for the company s investments in Russia. Chairman in a CIETAC arbitration among a U.S. pharmaceutical company and three Chinese companies arising from a joint venture contract. Chairman in a CIETAC chain arbitration concerning 14 separate contracts between an international financial company and a major Chinese bank. Sole arbitrator in an HKIAC arbitration among a marine service company, a ship manufacturer and an exporting agent arising from two sets of ship purchase agreements. An ICSID Annulment Committee member in an arbitration involving a Turkish investor and a Central Asian republic in a dispute arising from the alleged expropriation of a mobile telephone network. Chairman in a SIAC arbitration between a Chinese company and a Korean company arising from an agreement for the purchase and sale of coal. Sole arbitrator in multiple SIAC, ICC and ad hoc arbitrations seated in Singapore. Investment Funds Retail/Registered Funds The asset management arm of a global insurance company on the establishment of China A Share equity fund, a USD-demoninated RMB bond fund and a range of retail funds. A globally diversified investment firm on the establishment of a Hong Kong-domiciled unit trust and authorization of its five sub-funds for retail distribution in Hong Kong. The largest IFA in Hong Kong on the establishment of their retail fund distribution platform. A leading U.S. brokerage and banking company on the applications for retail authorization of Irish UCITS and ongoing maintenance of the Hong Kong authorized UCITS Hong Kong.

8 Mainland Chinese asset managers on the establishment of offshore collective investment schemes or funds-of-funds; advice on US & EU regulatory issues. Life Sciences Numerous pharmaceutical companies, including Ablynx, Servier and The Medicines Company in their in/out licensing deals in China. Bayer, Nycomed, Roche and Servier on product liability litigation in China and Hong Kong. Datascope Corporation in the US$202 million sale of its patient monitoring business to Mindray Medical International Limited. GlaxoSmithKline on the establishment of its multi-million-dollar R&D centre in Shanghai, one of the first and largest projects of its kind in China. GlaxoSmithKline, Leo Pharma, Lundbeck, Pronova BioPharma, Roche and Sanofi on regulatory (patent linkage, data exclusivity and new drug monitoring period) and patent infringement actions against generics in China. Sequoia and RJJ Capital on conducting IP due diligence of its investment targets. Sinochem Group on the formation of a 50/50 global joint venture with Koninklijke DSM N.V. in relation to an anti-infective business, which involved complex IP licensing and R &D arrangements. Private Equity Funds and Investment Asia Growth Capital Advisors on the formation of a fund backed by two secondary purchasers and the related acquisition of a portfolio of assets from Credit Suisse. A Chinese private equity fund manager on the formation of its offshore private equity fund focusing on global investments. This offshore fund raised more than US$800 million from some very prominent institutional investors, sovereign wealth fund, families and high net worth individuals globally. The investment arm of Big Four PRC Banks on the establishment of a private equity fund structured as limited partnership, with significant PRC state-owned enterprises and sovereign wealth funds. Primavera Capital on the formation of Primavera Capital Fund I. Sizeable PRC interests in the establishment of a US$300 million private equity fund and an investment club; advice on investments as LPs into private equity funds. Regulatory Global asset managers and funds on the legal issues and Hong Kong securities regulation including on private placement rules, intermediary licensing, securities disclosure of interests regime, and compliance and internal control issues. Global asset managers on the U.S. and Hong Kong securities regulatory and other legal issues in connection with complying with U.S. investment adviser regulation and Hong Kong securities disclosure of interests obligations. Asian and global asset managers with guidance in connection with accessing PRC markets and investors.international asset managers on their representation in Hong Kong and regional securities regulatory investigations.

9 CORPORATE INVESTIGATIONS AND ANTI-CORRUPTION Our anti-corruption compliance and investigations lawyers in Asia Pacific advise companies across a wide range of industries. Our services cover all phases of the compliance and risk mitigation timeline, from pre-investment risk assessment and due diligence to post-investment compliance advice, compliance policy reviews and training, and internal or government investigations. With detailed knowledge of anti-corruption laws and enforcement agency practices, we regularly coordinate complex, multi-jurisdictional investigations for clients based or operating in Asia Pacific that exhibit anti-corruption indicators or are subject to enforcement investigations. CORPORATE/M&A Dechert represents buyers, sellers and advisers in complex commercial transactions throughout Asia Pacific. We focus on structuring successful deals, ensuring speed-to-market execution and protecting our clients interests in all phases of a transaction. We are also recognized in the region as a leading M&A adviser. Issuers, underwriters, placement agents, sponsors, investors and selling shareholders have learned to rely on Dechert lawyers when conducting equity, debt and hybrid security issuances public or private across a wide range of industries. ENERGY Clients from every level of the value chain in the energy and natural resources industries rely on Dechert s timely counsel when carrying out cross- border transactions or navigating the industry s complex and evolving regulatory and litigation landscape. From hydrocarbon fuels and shale gas to renewable energy, climate change and emissions trading, Dechert combines experience and practical know-how to help clients achieve their goals. FINANCIAL SERVICES DISPUTES AND CONTENTIOUS REGULATORY Dechert litigators and disputes lawyers in Asia Pacific have amassed an enviable body of experience representing clients in the financial services industry. We regularly advise and represent clients in cross-border litigation and international arbitration, internal regulatory

10 compliance investigations and external investigations by financial regulators and law enforcement agencies, providing specific compliance and contractual advice as needed. HEDGE FUNDS Recognized internationally as a leading adviser for the hedge fund industry, Dechert is the firm of choice for many of the world s largest hedge fund and emerging fund managers seeking comprehensive, cross-border service. Our lawyers help clients launch funds, raise capital, achieve tax efficiency and meet regulatory requirements. We advise hedge and alternative asset/strategy funds that engage in private equity/activist strategies through the use of tailored fund structures. INTELLECTUAL PROPERTY Dechert s IP team boasts a strong record in litigation, counseling and transactional matters in Asia Pacific. Our lawyers combine decades of IP experience with knowledge of the underlying science through training in technology, engineering, medicine and business. Our fluency in sophisticated subject matters affords our clients an advantage in court and at the negotiating table. We are adept at all aspects of IP protection, including idea development; patent prosecution and portfolio enhancement; trademark, trade secret and copyright protection; and licensing arrangements. Clients interests are protected by deploying strategies that enhance their market position and protect their assets from infringement and unfair competition. INTERNATIONAL ARBITRATION Regularly ranked among the world s top firms for international arbitration by Global Arbitration Review, our arbitration team provides forceful and persuasive representation for corporations, investors and states in complex and high-stakes commercial and investment treaty arbitrations. Aware of the risks and costs of protracted disputes, we strive to offer creative solutions to help resolve complex disputes as early as possible. With one of the leading investor-state practices, we regularly appear as counsel for both investors and states. We advise corporations on how to structure or restructure investments in order to attain (or maintain) investment treaty protection. Conversely, we also advise public officials on their obligations under investment treaties. In addition, we are one of the few firms whose lawyers not only appear as counsel but also sit as arbitrators in investor-state cases.

11 INVESTMENT FUNDS - RETAIL/REGISTERED FUNDS Dechert s offices in Asia are staffed by an interdisciplinary team comprised of U.S.-qualified, U.K.-qualified and locally qualified lawyers. As a result, financial services entities of all types from banks to broker-dealers, from investment managers to insurance companies rely on Dechert s investment fund lawyers in Asia. Our clients in Asia include both U.S. and European financial services companies of global breadth, as well as Asian financial services companies of all sizes. LIFE SCIENCES Dechert s life sciences team in Asia Pacific represents companies across the entire spectrum, including biotechnology, bio-informatics, drug discovery, genomics, biopharmaceutical, diagnostic and medical device companies. We understand the complex interplay of business, legal and regulatory issues that confront life sciences companies at all stages of growth. One-stop services aimed at ambitious, IP-focused companies include identifying licensing or joint development opportunities, registering specific drug products, transactional advice and help in navigating regulatory compliance risks. We also advise large pharmaceutical companies with an established presence in Asia on licensing transactions, disputes with partners and on regulatory and anti-bribery compliance issues. Leveraging on our knowledge and experience in Asia, US and Europe, we assist China-based companies in taking their first steps outside China, guiding their way through acquisitions and joint-ventures in the western markets. LITIGATION AND DISPUTE RESOLUTION With a proven track record of success in Asia-related matters, Dechert lawyers represent clients in complex domestic and cross-border commercial litigation cases. Backed by a global, full-service platform, our Asia Pacific disputes team is regularly asked to provide advice on dispute resolution clauses, pursue litigation or arbitration, obtain interim measures such as injunctions, and enforce judgments and arbitral awards throughout the world.

12 PRIVATE EQUITY - FUNDS AND INVESTMENT Private equity funds headquartered in Asia Pacific and funds investing in the region call on Dechert for advice at every phase of the investment life cycle. We help private equity sponsors to form funds and assist as they raise capital by structuring, negotiating and executing investments on their behalf. We structure funds for good governance and strive at all times for cost and tax efficiency, executing transactions that maximize portfolio value and, ultimately, help achieve successful exits. Our experience includes secondary transactions, carried interest and co-investment plans, team spin-outs and co-investments. REGULATORY Fund managers, intermediaries and banks come to Dechert for comprehensive, multi-jurisdictional financial services expertise that includes corporate and securities-related regulatory guidance, and advice on compliance and internal controls. Our clients, including financial regulators and institutional investors, benefit from our in-depth knowledge of the latest securities-related regulatory developments and initiatives in different jurisdictions across Asia and the rest of the world. Related Professionals DAVID K. CHO Partner, Dechert LLP, Registered Foreign Lawyer in Hong Kong Hong Kong T DEAN COLLINS Partner Singapore T JAMES CROOCK Partner, Dechert LLP, Dechert ( Dublin) and Dechert Hong Kong London T Hong Kong T ERIC DELTOUR Partner Brussels T MARK MANGAN

13 CRAIG L. GODSHALL Partner Singapore T Partner, Registered Foreign Lawyer in Hong Kong Philadelphia T Hong Kong T View All Related Professionals