Paul Hastings

Representative Experience

Paul Hastings is recognized as one of the leading international law firms in Asia, especially in connection with capital markets, M&A, private equity, leveraged finance, project finance, energy and real estate transactions across the region. We work with clients across a range of industries and geographies, assisting with inbound and outbound investments, financings, corporate transactions, litigation, arbitration, and intellectual property matters. Some recent highlights of our experience include:

• Corporate/M&A Read more [+/-]



Outbound M&A:
• Samsung Electronics in the US$1.375 billion sale of its hard disk drive (HDD) business to Seagate Technology, a NASDAQ-listed manufacturer and the world leader in hard disk drivers and storage solutions, and extending and enhancing the existing patent cross-license agreement between the companies.



• Kobe Steel, one of the leading integrated steelmakers of high-end steel products in Japan, in its Ohio-based US$400 million joint venture with United States Steel Corporation to produce coated steel sheet totaling 1.5 million tons a year.



• Hanwha Chemical, a leading global chemicals company headquartered in Korea, in its US$370 million strategic equity investment in Solarfun, a NASDAQ-listed vertically integrated PRC manufacturer of silicon ingots, wafers and photovoltaic cells and modules.



• Sciele Pharma, a U.S.-based pharmaceutical company, in its US$1.25 billion acquisition by Shionogi, a leading Japanese pharmaceutical manufacturer.



• Yamaha Corporation in its acquisition of Nexo SA, a leading French manufacturer and seller of professional acoustic speaker systems listed on Euronext/Marché Libre.



• Reliance Communications, India’s leading telecommunications service provider, in its acquisitions of communications providers in the U.S. and Europe.
Cross-border M&A:
• SOFTBANK in its acquisition of a 35% stake in Synacast Corporation, also known as PPLive, the operator of “PPTV”, a leading online TV service in China. This is one of the largest strategic investments in China in the last 12 months.



• Dong-A Pharmaceutical, the leading Korean pharmaceutical company, in a major equity investment from, and the formation of a strategic alliance and business collaboration with, GlaxoSmithKline. This transaction is one of the largest and most comprehensive collaborations in the history of the Korean pharmaceutical industry and was commended as one of the "Most Innovative M&A Deals 2010" by Financial Times US Innovative Lawyers Report 2010.



• Warburg Pincus, as a shareholder in Nikko Asset Management, one of the largest real estate management companies in Japan, in connection with the acquisition by Sumitomo Trust and Banking of all stock of Nikko Asset Management for US$1.2 billion. This transaction was named "M&A Deal of the Year 2010" by Asian Legal Business.



• Balderton Capital and Trust Bridge, the preferred shareholder sellers, in connection with the US$3.45 billion acquisition by GCL-Poly Energy Holdings, a Hong Kong-listed Chinese power company, of Jiangsu Zhongneng PV Technology Development, a supplier of polysilicon used in solar panels in China. This transaction was awarded "M&A Deal of the Year 2010" by Asian Legal Business.



• Walmart in a series of transactions across Asia, including its acquisition of Bounteous Company Ltd (BCL), which operates approximately 100 hypermarkets in China under the "Trust-Mart" banner; its successful US$875 million tender offer to acquire all remaining shares in Japan’s The Seiyu Ltd.; and in the US$882 million sale of its South Korean retail operations to Shinsegae Co, Korea's largest retailer.



• In addition, we have significant expertise in advising on complex general offers to acquire shares in Hong Kong listed companies. We represented China Overseas Land and Investment Ltd. in its subscription of 23.08% new shares and voluntary unconditional cash offer to acquire all remaining shares in Shell Electric Mfg. (Holdings) Company Limited and Sino-Ocean Land in its acquisition of an approximately 69.02% stake in Kee Shing (Holdings) Ltd., a company listed on the Main Board of the Hong Kong Stock Exchange. These transactions involved large-scale restructuring including highly complicated legal and regulatory issues under the Hong Kong Listing Rule and the Hong Kong Takeovers Code.
Complex, multi-jurisdictional transactions:
• Jacobs Engineering Group Inc. in the US$900 million acquisition of the process and construction business from Oslo-listed Aker Solutions ASA. Our global team assisted Jacobs in all elements of the transaction, including negotiation and closing of the transaction documents, tax, employment and benefit matters, due diligence and regulatory compliance in Australia, China, Europe and North America.



• Traxon Technologies, a world leader in LED-based lighting, in its sale of a majority interest to OSRAM, a wholly-owned subsidiary of Siemens. This included advising Hong Kong-based Traxon on the global restructuring of its business, resolving complex legal issues across numerous jurisdictions, including the PRC, France, Germany, Japan, the Netherlands, the UK, and the U.S.



• KLA-Tencor Corporation, a US$5 billion market cap company and a provider of process control and yield management solutions for the semiconductor manufacturing and related microelectronics industries, in its post-merger global integration of Vistec. The project involved coordinating a global corporate restructuring of companies in Hong Kong, Taiwan, China, Singapore, Japan, Korea, Luxembourg, the Cayman Islands, Israel, the U.S., and Germany.



• CIMC Enric (Enric) in the expansion of its transport, storage, and equipment business via US$543 million of acquisitions in China and Europe. Enric is now one of the world’s largest manufacturers and service providers of equipment widely used in the energy, chemical, and liquid food industries.



• Acument Global Technologies, a portfolio company of private equity fund Platinum Equity, in the complex, multi-jurisdictional sale of its Avdel and Global Electronics & Commercial business units to funds advised by CVC Asia Pacific and Standard Chartered Private Equity Limited.

• Capital Markets Read more [+/-]


Equity Offerings:
• The secondary listing of Hong Kong Depositary Receipts (HDRs) of Vale S.A. on the Main Board of the Hong Kong Stock Exchange by way of introduction. Vale is the second largest diversified mining company in the world by market capitalization and based in Brazil. This is the first ever listing of HDRs on the Hong Kong Stock Exchange (advised J.P. Morgan as the sole sponsor and the depositary bank). This transaction was awarded "Equity Deal of the Year 2011" by IFLR.



• The US$1.8 billion global offering and IPO of China Rongsheng Heavy Industries, a leading large-scale heavy industry enterprise group and the largest private shipbuilder in the PRC, on the Main Board of the Hong Kong Stock Exchange. Morgan Stanley, CCB International, J.P. Morgan, BOCI Asia and Deutsche Bank were the underwriters. This was one of the largest Hong Kong IPOs in 2010 and the largest by a privately-owned PRC enterprise (advised the issuer).



• The US$627 million IPO and listing of Perennial China Retail Trust on the Singapore Exchange. DBS, Goldman Sachs, Standard Chartered and Citigroup were the joint global coordinators and bookrunners (advised Perennial Real Estate as the sponsor of Perennial China Retail Trust’s business trust). This marks the first pure-play PRC retail development business trust to list on the Singapore Exchange.



• The US$757 million global offering and IPO of Far East Horizon, a leading financial services company and a subsidiary of Sinochem Group, on the Main Board of the Hong Kong Stock Exchange. China International Capital Corporation, Morgan Stanley, UBS and HSBC were the underwriters (advised the issuer). This is the first finance leasing company to list on the Hong Kong Stock Exchange.



• The US$9.2 billion rights issue of China Construction Bank, the second largest bank in the world by market capitalization. This is the largest ever rights issue by an Asian issuer (advised CCB International, China International Capital Corporation, Morgan Stanley, CITIC Securities International, Merrill Lynch Hong Kong, Credit Suisse, BOCI Asia, UBS and DBS Bank as the underwriters).


Debt Offerings:
• Sino-Ocean Land, one of the largest real estate companies in China, in relation to the issue by its subsidiary, Sino-Ocean Land Capital Finance, of perpetual subordinated convertible securities in the aggregate principal amount of US$900 million. BOCI Asia, J.P. Morgan and Macquarie were joint lead managers. The convertible securities are perpetual with no fixed redemption date and are listed on the Singapore Exchange. This was one of the largest equity-linked transactions in Asia in 2010 and it was the first convertible securities offering of its type in Asia.
• Credit Suisse and RBS as the joint bookrunners in the RMB982 million renminbi-denominated US dollar-settled convertible bond offering by China Power International Development, one of the five largest power generating groups in China.



• China SCE Property, a PRC property developer based in Fujian province, in its RMB2 billion (US$301 million) five-year synthetic offshore renminbi bond offering. Deutsche Bank and HSBC were the joint bookrunners. The bond is significant in that it is denominated in renminbi, yet settlement is in US dollars.



• Franshion Properties in its US$600 million private placement of the perpetual subordinated convertible securities. BOCI Asia, Deutsche Bank, J.P. Morgan and Standard Chartered Bank were the placing agents. This was the second convertible securities offering of its type in Asia.

• Financing Read more [+/-]



In addition to work with numerous financial institutions and banks on financing and investment transactions, we also work with sovereign funds and institutions. We recently advised:
• JPMorgan Chase Bank, HSBC, Standard Chartered Bank, Nomura International, Calyon, Hana Bank, ING, Korea Development Bank, Natixis, DBS, UOB, SMBC and WestLB as joint lead arrangers and joint lead managers of multicurrency credit facilities to support the US$1.8 billion acquisition by KKR and Affinity Equity Partners of Oriental Brewery Co., Ltd. (OB) from Anheuser-Busch InBev. OB is Korea’s second largest brewery and beer distributor. The transaction is the largest financial sponsor leveraged buyout ever closed in Korea, and the largest LBO in Asia in 2009. This transaction was named "Deal of the Year 2009" by FinanceAsia, IFR Asia, Asian-Counsel and The Deal Magazine as well as "Private Equity Deal of the Year 2010" by IFLR.



• A consortium of financial arrangers comprising ABN AMRO, Citibank, SMBC, Standard Chartered Bank, HSBC, CIMB Group, and Bank of Tokyo Mitsubishi-UFJ on the US$11.7 billion buyout of Malaysia’s largest mobile phone operator, Maxis Communications − making it Southeast Asia’s largest-ever privatization and one of the largest leveraged buyouts in Asia.



• Wing Lung Bank and its various affiliates in Mainland China in the US$100 million combined onshore and offshore refinancing facility to CarVal Investors, which are holding and renovating the Yu Fashion Garden, a high-end retail property located in Shanghai. This cross-border refinancing involved several jurisdictions including Barbados, Cayman Islands, China, Hong Kong and the U.S.



• China Development Bank in a landmark and innovative US$992 million loan facility program for Venezuela’s economic development bank.



• Major international banks including Credit Suisse and Deutsche Bank in launching non-recourse asset based finance programs, including the origination and closing of over US$2.3 billion in various multi-currency structured finance transactions in Asia.

• Real Estate Investment Read more [+/-]



• Sekisui House Ltd., the largest home builder in Japan and leading diversified real estate developer, on its strategic entry into the U.S. real estate market. Sekisui House has entered into a joint venture with Newland Real Estate Group LLC, a national real estate development company based in San Diego, California.



• Prax Capital, an independent private equity firm dedicated to managing China-focused investments, in the first successful formation and closing of an RMB-denominated China real estate investment fund.



• Korean Air in its US$1 billion proposed redevelopment of the nearly three-acre Wilshire Grand Hotel and office site in the heart of Los Angeles' financial district. We are representing Korean Air on both the entitlements process and the overall project.



• Asia Pacific Land (APL) as purchaser in the largest-ever single asset real estate deal in PRC history − the acquisition of The Center, a Shanghai trophy office building located in Puxi. This transaction was named "Deal of the Year 2008" by Asian-Counsel as well as "Real Estate and Construction Deal of the Year 2009" by Asian Legal Business.



• Dubai World, one of the leading sovereign wealth funds, in its US$5.4 billion investment in MGM Mirage Inc. and the large CityCenter development project on the Las Vegas strip − one of the largest privately-funded real estate development deals in U.S. history.

• Global Projects Read more [+/-]



• Korea East-West Power Co, Ltd. in its acquisition of Marubeni Sustainable Energy, Inc., a leading integrated energy company focused on renewable energy production, based in the U.S. The portfolio of projects includes three biomass plants in California and New Hampshire and a gas plant in New York.



• PT Cirebon Electric Power (a consortium of Marubeni Corporation, Korea Midland Power Company, Samtan Co., Ltd. and PT Indika Energy TBK) in the development and financing of a power plant in Cirebon, West Java, Indonesia. This long-running transaction, valued at US$850 million, is the first of the new generation of power purchase agreements awarded by the Indonesian Government. It is also the first new power project since the 1997 Asian financial crisis that has been successfully financed by international lenders.



• The Export-Import Bank of Korea, Asian Development Bank, Sumitomo Mitsui Banking Corporation, Crédit Agricole, and ING in relation to the US$270 million financing of a power project in Cebu, Philippines. The project is being developed by the Kepco SPC Power, a joint venture between Korea Electric Power and SPC Power and is valued at US$451 million. The Cebu Power Project is the first merchant power project in the Philippines that has been financed entirely by international lenders, and in particular by international commercial banks.



• Reliance Power and Sasan Power in the development and financing of 3,960 MW power project, valued at US$4.2 billion in Mahdya Pradesh, India. This transaction has been awarded "Indian Power Deal of the Year 2009" by Project Finance Magazine.



• First Gas Power Corporation in the US$544 million refinancing of the gas-fired 1,000MW Santa Rita power plant in the Philippines. The project was awarded "Asia-Pacific Refinancing Deal of the Year 2008" by Project Finance Magazine.

• Anti-Corruption Compliance and Investigations Read more [+/-]



• Conduct frequent trainings of local workforce regarding parent company’s code of conduct, including anti-harassment and anti-bribery training and training on the applicability of the FCPA to operations in Mainland China for multiple clients, including a multinational medical equipment manufacturer, global financial services company, and a Fortune 500 manufacturing company.



• Regularly advise clients with respect to FCPA due diligence in connection with M&A transactions, both pre- and post-closing.



• Create robust compliance and internal audit programs for clients across industries.



• Conduct investigations into bribery allegations and improper payments for companies, including a global construction equipment manufacturer, a technology company, and a Fortune 500 manufacturing company.

• Employment Read more [+/-]



• Defended AIG's position in testimony before the Banks Committee of the Connecticut legislature. Our work with AIG regarding executive bonuses concerned matters in Hong Kong, Japan, the UK and France.



• Advised multiple clients, including a multinational chemical corporation, a European advertising and media services conglomerate and a Fortune 100 entertainment company, on employment issues with respect to their acquisition of a Chinese company and provide ongoing post-acquisition employment advice.



• Advised a Japanese multinational electronics company concerning the termination of employment of a high-level employee threatening to commence disability discrimination claims against employer.



• Advised multiple clients in Japan,Hong Kong and the PRC, including a Fortune 50 software developer and Fortune 100 telecommunications company, on enforceability of non-compete agreements with respect to current employees and prospective employees.



• Conducted full-scale audits of employment documentation and policies for clients in the consulting, financial services, insurance, manufacturing and technology industries with respect to recent changes in Mainland China's employment laws and regulations.

• Intellectual Property and Other Litigation Read more [+/-]


• Secured an appellate victory for two major Chinese state-owned enterprises, China National Native Produce & Animal By-Products Import & Export Co. (“Tuhsu”) and its corporate parent, China National Cereals, Oils & Foodstuffs Import & Export Co. (“COFCO”) The victory before the Pennsylvania Superior Court marked the conclusion of long-running enforcement proceedings related to a fifteen-year old product liability case brought in a Pennsylvania state court.



• Won a major arbitration victory on behalf of Hitachi Global Storage Technologies, Inc., as seller in a complex US$240 million Silicon Valley real estate transaction in the U.S. Hitachi completely defeated buyer's claims for damages exceeding US$50 million, was awarded over US$2 million in consequential damages, and is now seeking its contractual attorneys' fees and costs as the prevailing party in the arbitration. We are now assisting Hitachi with land use issues and other litigation matters related to Hitachi's attempt to remarket the property.
  
  
• Our litigation and intellectual property teams successfully defended Quanta Computer, the world’s largest manufacturer of notebook computers, in front of the U.S. Supreme Court, defending its right to use computer chips purchased from LG Electronics, Inc. without paying additional royalties. This is the first time in 50 years that the U.S. Supreme Court has addressed the issue of patent exhaustion. In naming the case one of the "Top 10 Litigation Wins of 2008," IP Law & Business noted that it "has reshaped the terrain of patent licensing."



• In the increasingly competitive and contentious IP environment for global pharmaceuticals, the Paul Hastings patent litigation team secured a victory for Eisai Co. Ltd. when the U.S. Court of Appeals for the Federal Circuit upheld an earlier decision we secured for Eisai protecting one of its billion-dollar plus medications. We also successfully defended Korea’s leading pharmaceutical company Dong-A Pharmaceutical Co. Ltd. in an international arbitration brought by a U.S. biotech company that sought damages of US$100 million.



• In commercial litigation, we represented New World TMT Limited, the telecommunications, media, and technology arm of Hong Kong conglomerate New World Group, in a two-year commercial litigation after which we obtained for our client a US$2.8 billion judgment against PrediWave Corporation in California.