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ON POINT: News and Insights from our Global Securities & Capital Markets Practice

September 19, 2011

Securities & Capital Markets Practice


NYSE and NASDAQ Propose Additional Listing Requirements for Reverse Merger Companies

SECs Proxy Access Rule Thrown out by Federal Appeals Court

UK Securities Law Update - 1st Quarter | 2nd Quarter

Dealing with Stock Options and Free Shares When Launching a Tender Offer on a French Company

SEC Proposes Rules Modifying the Net Worth Standard for 'Accredited Investors'

China Matters: China Reverse Mergers Under Increasing Scrutiny from U.S. Regulators and Plaintiffs' Lawyers

The Fifth Circuit Reinstates the SEC's Insider Trading Case Against Mark Cuban


Represented pharmaceutical company AB Science, and underwriters Société Générale and Fortis Bank, in connection with the IPO of AB Science on the NYSE Euronext Paris.

Represented Capital Trust, Inc. in its equity preserving out-of-court restructuring of approximately $580 million of outstanding recourse debt obligations, an innovative transaction that pushed down recourse liability to a new legacy asset subsidiary leaving the operating business free of recourse obligations.

Represented Gevo, Inc., a U.S.-based developer and manufacturer of renewable chemicals and biofuels, in its $123 million NASDAQ IPO.

Represented the underwriters in Lotte Shopping's $900 million dual-currency convertible bond offering. The offering consisted of $500 million of dollar-denominated bonds and $400 million of yen-denominated bonds, both with a five-year maturity and a three-year put.

Represented Perennial Real Estate in connection with the $627 million IPO of Perennial China Retail Trust's business trust, the first pure-play PRC retail development business trust to list on the Singapore Stock Exchange and the third largest IPO in Singapore so far in 2011.

Represented Société Générale in relation to its $100 million equity investment in Air Lease Corporation, the global aviation venture, which raised $3 billion in the pre-IPO capitalization transaction.


Represented J.P. Morgan as the sponsor and depositary bank of Vale S.A. in its listing of HDRs on the Main Board of the Hong Kong Stock Exchange by way of introduction. This was the first-ever listing of HDRs on the Hong Kong Stock Exchange. This transaction won IFLR's Equity Deal of the Year.

Represented J.P. Morgan as the depositary bank in SBI Holdings' $167 million global offering of HDRs on the Hong Kong Stock Exchange. SBI was one of the first foreign companies to issue HDRs, as opposed to offering shares directly on the Hong Kong Stock Exchange. Partners Catherine Tsang and Scott Saks led the transaction.

Hong Kong-based capital markets partner Catherine Tsang was invited to speak at two forums on HDRs held by J.P. Morgan and The Asset. The first was a roundtable forum entitled "Hong Kong Depositary Receipts - The Innovation Continues," which addressed the advent and outlook for HDRs. Click here to view the full write-up on the forum.

The second forum entitled, "The Capital Market Route to Privatization" was held in Ulaan Baatar, for Mongolian companies that are looking to raise funds, including in the Hong Kong market. Click here for a link to The Asset article covering the forum.


Wednesday, September 28, 2011
7:00pm - 10:00pm

Our Hong Kong office will host a dinner for in-house counsel at The China Club. Please contact Maggie Lau for further information.

Thursday, December 8, 2011
8:30am - 5:00pm

Our New York office will co-host a one-day seminar on securities regulations with the National Investor Relations Institute (NIRI), followed by a reception. Please contact Maria Carpenter for further information.


Chambers USA, Chambers Asia, Chambers Global , and Legal 500 US again named Paul Hastings among the leading firms for capital markets in their 2011 guides, alongside numerous individual rankings.

Paul Hastings placed among the top firms for capital markets in Bloomberg's H12011 Legal Adviser League Tables , including a top five position in:

  • U.S. Equity Linked Issuer Advisers by Deal Count

  • Asia ex-Japan Equity Linked Issuer Advisers by Deal Count

  • Asia ex-Japan Equity Linked Manager Advisers by Deal Count

Paul Hastings was ranked the #4 legal adviser for PRC-based companies' HKEx IPOs by value and a top 10 U.S. legal adviser for PRC-based companies' NASDAQ IPOs by value (2010 to August 2011) by China Business Law Journal.

Click here for a PDF of the full text

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