GREATER CHINA

With deep ties to Asia's entrepreneurial, financial, investor, and legal communities, Wilson Sonsini Goodrich & Rosati has developed a strong and thriving practice in Greater China and neighboring regions. WSGR opened an office in Shanghai in 2007, added one in Hong Kong in 2010, and opened another in Beijing in 2012.

The firm's China-based attorneys offer a wide array of legal services and work closely with their colleagues in the United States and Europe to leverage the firm's experience and resources on a global scale. Led by six Greater China-based partners who are recognized experts in U.S. and Hong Kong capital markets, private equity, mergers and acquisitions, and corporate governance, our fully integrated team has approximately 40 bilingual professionals. Drawing on WSGR's comprehensive platform of services and expertise, our firm also represents both U.S.- and Asia-based companies and funds in corporate, private equity, and venture capital investments; joint ventures; technology transactions; intellectual property matters; antitrust counseling; arbitration; and litigation. Of note, the attorneys in the firm's Hong Kong office advise clients on matters governed by both U.S. and Hong Kong laws.

Our clients include leading companies across a broad range of technology, healthcare, and consumer industries, including life sciences and pharmaceuticals, medical devices, communications and networking, digital media and Internet, mobile software and hardware, semiconductors, and renewable energy. In addition, our attorneys' deep and nuanced understanding of China's business and political landscapes, as well as its culture, makes the firm an ideal partner for companies, private equity and venture capital funds, and financial institutions in the region.

WSGR's China practice has essential expertise in the following areas:

Global Capital Markets

WSGR regularly advises on global equity offerings by non-U.S. issuers, including U.S. SEC-registered offerings and HKSE IPOs, representing both issuers and underwriters. Over the last three years, we have acted on approximately 20 U.S. and Hong Kong IPOs for clients from Greater China. Our recent transactions include the following:

  • Issuer's U.S. counsel to Bright Scholar in its $181 million U.S. IPO and listing on the New York Stock Exchange
  • Issuer's U.S. and Hong Kong counsel to WuXi Biologics in its $511 million Hong Kong IPO and listing on the Main Board of the Stock Exchange of Hong Kong
  • Issuer's U.S. and Hong Kong counsel to Rici Healthcare in its $130 million Hong Kong IPO and listing on the Main Board of the Stock Exchange of Hong Kong
  • Issuer's U.S. and Hong Kong counsel to Universal Healthcare in its $550 million Hong Kong IPO and listing on the Main Board of the Stock Exchange of Hong Kong
  • Underwriter's U.S. counsel in connection with Autohome's $133 million U.S. IPO and listing on the New York Stock Exchange

WSGR has also assisted China-based clients in a series of public offerings and private placements. We represented China Bluestar, the largest specialty chemicals and materials manufacturer in China, in its $1 billion notes offering, and Fang Holdings (also known as SouFun.com) in its private placement and convertible bond offering.

M&A and Private Equity

Relevant Experience

Our China team acts on the full range of M&A transactions involving technology, healthcare, consumer, and other growth enterprises at all stages of development. Our M&A experts have unparalleled experience advising companies on both the buy and sell sides of negotiated and contested transactions, including the following:

  • Small "tuck-in" acquisitions
  • Large-scale public company acquisitions
  • Strategic mergers and business combinations
  • Going-private transactions
  • Complex cross-border joint-venture transactions
  • Asset acquisitions
  • Spin-offs
  • Other business dispositions

When it comes to private equity, WSGR's China attorneys regularly act for financial sponsors across the complete spectrum of buyout and investment transactions, including public company "take-private" deals, private investments in public equity (PIPEs), private company buyouts, growth and later-stage financings, venture capital investments, and various portfolio company transactions. Our clients include many leading PE and growth equity funds in both the U.S. and China, such as Warburg Pincus, Sequoia Capital China, Boyu Capital, CDH Investments, and L Catterton. In addition, we have represented U.S.- and China-based corporate clients, including DJI and Tencent, in their investments and acquisitions, as well as with respect to technology transactions.

Rankings and Recognition

WSGR has advised on a significant number of M&A and private equity deals involving Chinese companies during the last 12 months, including advising on more than 30 transactions with an aggregate value of over $40 billion. We have been ranked by the China Business Law Journal as:

  • One of the top five international law firms by value of China private equity investments in 2016
  • One of the top three international law firms by inbound M&A deal value in 2015
  • One of the top ten international law firms by number of inbound M&A deals in 2015

We have also been ranked by Bloomberg as:

  • One of the top three law firms for Hong Kong announced M&A deals by deal value in 1H 2016
  • One of the top ten law firms for Hong Kong announced M&A deals by deal count in 1H 2016
  • One of the top fifteen law firms for APAC private equity announced deals by deal value in 1H 2016

The firm has an outstanding record of advising on change-of-control M&A and going-private transactions in the China market and has exceptional strength and experience in contested acquisitions, which have become increasingly common in recent years. We have enabled clients to successfully design, structure, and implement many creative and groundbreaking transactions or takeover defense mechanisms, such as:

  • The first private-equity-sponsored going-private transaction of a Hong Kong-listed company
  • The first asset spin-off by a U.S.-listed Chinese company in exchange for a controlling stake in a PRC-listed Chinese company
  • The first hostile takeover between two Hong Kong-listed Chinese companies
  • The first announced application of a "poison pill" for a Chinese company listed in the U.S.
  • The first successful private equity investor-led board and management reshuffling of a U.S.-listed Chinese company

Select M&A and Private Equity Matters

WSGR represented the following clients in connection with China-related M&A and private equity transactions during the last three years:

Change-of-Control M&A Transactions

  • Orient Securities in the $743 million acquisition and privatization of China Mobile Games & Entertainment Group
  • Sequoia Capital, a major shareholder of both Meituan and Dianping, in the business combination of Meituan and Dianping
  • Integrated Silicon Solution Inc. in its $639.5 million sale to a Chinese consortium of investors led by Summitview Capital
  • OmniVision Technologies in its $1.9 billion sale to a consortium of China-based investors
  • Mattson Technologies in its $300 million sale to Beijing E-Town Dragon Semiconductor Industry Investment
  • RDA Microelectronics in a contested auction of itself and its ultimate $907 million sale to Tsinghua Unigroup

Contested Acquisitions

  • Management shareholders and a buyer consortium in the contested acquisition of control and subsequent $3.5 billion privatization of Autohome
  • Buyer consortium and management shareholders in the $1.1 billion privatization of Zhaopin Ltd.
  • China Biological Products, Inc. in the adoption and application of a "poison pill" to successfully defend acquisition attempts—the first announced application of a "poison pill" plan by a U.S.-listed Chinese company
  • China Tianrui Group Cement in a contested acquisition of a controlling stake in Hong Kong-listed China Shanshui Cement Group—the first hostile takeover between two Hong Kong-listed Chinese companies

Going-Private Transactions

  • Consortium of buyers in the HKD5.7 billion privatization of Dongpeng Holdings—the first PE-sponsored going-private transaction of a Hong Kong-listed company
  • Buyer consortium in the $3.3 billion privatization of WuXi PharmaTech (Cayman)
  • Buyer consortium in the $3 billion privatization of Giant Interactive Group
  • Synutra International Inc. in its $343 million privatization
  • Sequoia, a major shareholder and a member of the buyer consortium, in the $9.3 billion privatization of Qihoo 360 Technology Co. Ltd.
  • Tencent, the largest shareholder and a major member of the buyer consortium, in the $689 million privatization of iDreamSky Technology Ltd.
  • Sequoia, a major shareholder and a major member of the buyer consortium, in the $888 million privatization of Bona Film Group Ltd.
  • Perfect World Co., Ltd. in its $1 billion privatization

Litigation

WSGR's strength in litigation rests on a sophisticated understanding of our clients' businesses and our ability to execute creative and aggressive responses to the problems commonly encountered by public and private companies, whether it is in their best interests to sue, defend, settle, or engage in alternative dispute resolution. Our expertise includes litigation related to securities, mergers and acquisitions, antitrust issues, intellectual property, and corporate governance.

Our representative cases for China-based clients include representing:

  • Hebei Welcome Pharmaceutical Co. and North China Pharmaceutical Group (NCPG) in antitrust litigation before the U.S. Court of Appeals for the Second Circuit
  • Fang Holdings in shareholder class actions in the U.S.
  • SinoTech Energy in shareholder class actions and SEC investigations in the U.S.
  • A-Power Energy in shareholder class actions and SEC investigations in the U.S.
  • SMIC in various IP litigations, including the case with TSMC

We also successfully defended a private equity consortium in the first expedited hearing process brought under the Hong Kong International Arbitration Center (HKIAC), obtaining a complete victory for the client, including dismissal of all claims and an award of substantial costs and fees.

Intellectual Property and Technology Transactions

We partner with technology, life science, media, and growth enterprises of all types to leverage and protect their intellectual assets most effectively. Our strengths in technology transactions and IP matters, together with our China-based corporate attorneys, position us to serve technology-focused growth enterprises in China.

We help companies build and implement successful new business models, develop and execute strategic IP litigation, structure and negotiate technology and media transactions, and consult on long-term IP strategies. We have an on-the-ground team in Beijing supporting a Mandarin-speaking U.S.-based IP team, and handle patent prosecution and other IP work for a broad range of Chinese companies, particularly in the pharmaceutical and biotech industries. We have also represented Chinese companies in complex cross-border technology transactions, such as Jiangsu Hengrui Medicine Co., Ltd. (Hengrui) in its global licensing deal with Incyte and its licensing arrangements with Oncolys BioPharma.

Antitrust and CFIUS

Widely recognized as one of the top global competition law practices, WSGR's antitrust attorneys assist clients with the most important bet-the-company litigation, merger reviews, conduct investigations, and cartel matters. We advise clients regarding a full array of counseling and compliance issues, including pricing, distribution, vertical restrictions, standard-setting activities, joint ventures, and patent pooling. In addition, the firm has extensive experience representing clients in antitrust matters before U.S. courts and international competition authorities, including China's National Development & Reform Commission (NDRC) and the Ministry of Commerce (MOFCOM). Among other matters, WSGR successfully represented Hebei Welcome Pharmaceutical Co. and North China Pharmaceutical Group before the U.S. Court of Appeals for the Second Circuit, which overturned a judgment against both companies in litigation involving allegations of vitamin C price-fixing. The firm also represented Seagate in connection with its acquisition of Samsung's hard-drive division.

When Committee on Foreign Investment in the United States (CFIUS) issues arise, WSGR has a team of national security attorneys ready to advise clients regarding the CFIUS process and represent them at every stage of review. When appropriate, we work to engage CFIUS in informal discussions concerning the proposed transaction. When clients seek formal CFIUS review, our attorneys assist in preparing submissions to CFIUS and dealing with its departments and agencies. We also have the experience required to interact with other key stakeholders in the CFIUS process, including members of the U.S. Congress, and, where necessary, to prepare for and deal with the public attention and scrutiny that CFIUS may bring to a proposed transaction. Our national security team includes attorneys who have served as senior officials in the U.S. Department of Justice, the U.S. Department of Commerce, the U.S. military, and the U.S. Department of State—all of which are charged with enforcement and oversight of national security laws and regulations.