The China Team has been a leader in private equity transactions for many years, representing private equity firms and funds—as well as the companies in which they invest—in a broad range of investment transactions. The China Team lawyers serve private equity investors pursuing opportunities in a wide variety of industries and regions. They advise institutional investors, private equity firms and corporate investors—as well as the companies in which they invest—on all aspects of private equity investment. The private equity practice is conducted through close collaboration among lawyers who focus on international mergers and acquisitions, finance, real estate, tax, banking, corporate, securities, litigation and arbitration.

The China Team's services include providing advice to venture capital companies and funds, as well as company founders and their companies, in the course of acquisitions of shareholdings in both early- and later-stage financing rounds. Orrick's China Team lawyers also handle the legal structuring and efficient project management of investment and acquisition transactions, including professional negotiations and document drafting.

For many years, the China Team lawyers have represented major private equity and venture capital investment funds on a wide range of investments in the Asia-Pacific region, including China, Hong Kong, Taiwan, Japan, Korea, Indonesia, Malaysia, the Philippines, Singapore, Thailand and Australia.

Significant clients in the Asia-Pacific region have included:

PAMA Group Inc. (formerly Prudential Asia)
The HSBC Private Equity (Asia) Funds
IDG Ventures
JAFCO Co., Ltd.
Walden International Investment Group
Warburg Pincus Funds
The GE Asia-Pacific Capital Technology Fund
J.H. Whitney & Co.
Olympus Capital Holdings Ltd.
Investor AB/Investor Asia
Carlyle Venture Funds
H&Q Asia-Pacific Funds
China Vest Partners

The China Team lawyers have served as counsel to private equity and venture capital investors (as well as the companies in which such investors invest) on a wide range of investments involving China. A representative list of the China Team's private equity and venture capital experience in China is attached as Annex A. Annex B provides a representative list of the China Team's private equity and venture capital experience in the Asia-Pacific region outside of China.

Investment Funds

The China Team is a market leader in the organisation and representation of investment funds and investment management companies in the Asia-Pacific region, beginning with our advice to many of the region's first offshore hedge funds in the early 1970s. Orrick's lawyers have assisted with the offer and sale of interests in all types of investment vehicles in public offerings and private placements across many jurisdictions. Our China lawyers have organised open- and closed-end funds using a wide range of investment and trading strategies in securities and other financial markets throughout the world, ranging from private equity investments to sophisticated futures and derivatives strategies.

The China Team lawyers also represent investment managers in many jurisdictions,and provide ongoing advice regarding compliance with securities, commodities and tax laws. Our China Team lawyers also provide mergers and acquisitions, antitrust and competition advice on pending mergers and acquisitions transactions to funds and other arbitrageurs.

The China Team's extensive experience includes:

Structuring and formation of offshore investment funds, including the Cayman Islands, Bermuda, British Virgin Islands, Mauritius, Hong Kong and Delaware, U.S.
Structuring and formation of investment funds offered simultaneously to investors in multiple jurisdictions, including the United States, Europe and Asia, as well as the Asian Development Bank, the International Finance Corporation and ASEAN-member country government investment authorities.
Structuring and formation of investment funds established by a joint venture among investment organisations in multiple countries.
Developing tax-efficient management structures for cross-border investment management organisations , including offshore unit trusts, limited liability companies and exempted limited partnerships.
Organisation, registration and ongoing compliance advice to fund managers.
Multijurisdictional advice, including the marketing of securities in Asia.
Ongoing representation of regional private equity and venture capital funds in connection with their investments.

A representative list of the China Team's investment fund and hedge fund experience in the Asia-Pacific region is attached as Annex C.

Top

ANNEX A

Representative Matters – Private Equity and Venture Capital Investments in China

The China Team lawyers have served as counsel to private equity and venture capital investors (as well as the companies in which such investors invest on a wide range of investments involving China. Representative matters include:

Advised a private equity investor in connection with an investment in a leading manufacturer of refrigerators.
Advised a private equity investor in connection with an investment in a manufacturer and distributor of ceramic products.
Advised a private equity fund in connection with an investment in a food packaging products manufacturer.
Advised a private equity fund in connection with an investment in a leading instant noodle manufacturer and distributor.
Advised a private equity fund in connection with an investment in an out-of-home advertising media space company.
Advised a U.S. strategic investor in connection with a joint venture with a real estate fund and a Chinese party to develop a warehousing facility in southern China and advised the joint venture in connection with financings and other corporate matters.
Advised various technology companies in connection with investments by venture capital investors and advised various venture capital investors in connection with investments in companies pursuing a range of technologies.
Advised the strategic investment arm of a leading technology company in connection with investments in various technology companies in China.
Advised a venture capital fund in connection with an investment in the operator of an auction Web site in China.
Advised a venture capital fund in connection with investments in companies pursuing various technologies, including voice recognition software, electronic data exchange software and information retrieval systems, and subsequently advised an investee company in connection with additional financings.
Advised a venture capital fund in connection with investments in companies pursuing e-commerce and mobile technologies.
Advised the investors, including a venture capital fund, an Asian government investor and the strategic investment arm of a leading technology company in connection with an investment in a systems integration software company.
Advised the operator of China's leading B2B e-commerce Web site in connection with a venture capital investor's investment and joint venture financing of China's most popular auction Web site.
Advised a venture capital fund in connection with an investment in a developer and producer of application software for portable devices.
Advised a developer of a new retail and entertainment center in Shenzhen in connection with a joint venture with a real estate fund.
Advised a company in the China energy industry in a US$88 million private equity investment by the private equity investment arm of a U.S. investment bank.
Advised a company that owns the top-selling brand in down jackets in China in connection with a US$70 million investment by a private equity fund.

ANNEX B

Representative Matters – Private Equity and Venture Capital Investments in the Asia-Pacific Region Outside of China

Representative matters include:

Hong Kong

Advised a private equity investor in connection with a management buyout of a manufacturer of disposable food packaging products.
Advised a private equity investor in connection with a management buyout of a distributor of lubricants and maintenance supplies and the subsequent disposition of such investment.
Advised a private equity investor in connection with a management buyout of a commercial cleaning services company and the subsequent disposition of such company.
Advised a private equity investor in connection with an investment in a mid-stream container handling and storage service company.
Advised a private equity investor in connection with an investment in a film distribution, theatre operation and management company.
Advised a private equity fund in connection with an investment in a seller of advertising on bus shelters.
Advised a private equity fund in connection with an investment in a container-leasing company and subsequent restructurings.
Advised a private equity fund in connection with an investment in a regional distributor of office supplies and subsequently advised the investee company in connection with acquisitions and financings.
Advised a private equity fund in connection with an investment in a logistics company.
Advised a private equity fund in connection with the financing of the acquisition of a regional provider of non-medical cosmetic treatment services.

Taiwan

Advised a private equity investor in connection with an investment in an engineering and construction company.
Advised a private equity investor in connection with an investment in an elevator manufacturer.
Advised a private equity investor in connection with an investment in a manufacturer and a distributor of personal computers and related products.

Japan

Advised a private equity investor in connection with a management buyout of a manufacturer of furniture and bedding.
Advised a private equity fund in connection with an investment in a Japanese soju manufacturer and distributor.
Advised a private equity fund in connection with a minority equity investment in a cellular phone service reseller.

South Korea

Advised a private equity fund in connection with an investment in a telecommunications company.
Advised a private equity fund in connection with an investment in a Korean listed securities company.
Advised a private equity fund in connection with the financing of an investment in a Korean bank.
Advised a syndicate of private equity investors in connection with a semiconductor project.

Indonesia

Advised a private equity investor in connection with an investment in a manufacturer and distributor of vehicles and heavy equipment.
Advised a private equity investor in connection with an investment in a trucking and freight company.
Advised private equity investors in connection with an investment in a large Indonesian conglomerate.
Advised a private equity fund in connection with an investment in a palm oil and rubber plantation company.

Malaysia

Advised a private equity investor in connection with an investment in a hotel developer and operator.
Advised a private equity investor in connection with an investment in a property developer.
Advised a private equity fund in connection with an investment in a manufacturer of latex rubber gloves.

Philippines

Advised a private equity fund in connection with an investment in a cellular telephone network operator.
Advised a private equity fund in connection with an investment in a producer of crude coconut oil and oleochemical products.

Singapore

Advised a private equity investor in connection with a management buyout of a Singapore printed circuit board subsidiary of a U.S. computer manufacturer.
Advised a private equity investor in connection with an investment in a publisher, printer and distributor of travel guides.
Advised a private equity investor in connection with an investment in a manufacturer and distributor of food products.
Advised a private equity investor in connection with a management buyout of a maker of personal time organizers and diaries.
Advised a private equity fund in connection with a management buyout of a distribution, trading and engineering group.
Advised a private equity fund in connection with the acquisition of a Singapore listed regional operator of cafés.
Advised a private equity fund in connection with the financing of the acquisition of a Singapore listed electronics contract manufacturer

Thailand

Advised a private equity investor in connection with an investment in a developer of properties and resorts.
Advised a private equity fund in connection with an investment in a manufacturer of pulp and paper.
Advised a private equity investor in connection with an investment in a palm oil plantation company.
Advised a private equity fund in refinancing a Thai-listed company and acquisition of 40% of the shares of the Thai-listed company.

Australia

Advised a private equity fund in connection with an investment in a manufacturer of high-speed aluminum catamarans.
Advised private equity investors in connection with the acquisition of a controlling interest in a provider of TV home shopping services and subsequent group restructuring and listing of the company.
Advised a private equity fund in connection with a management buyout of a soda ash producer.

ANNEX C

Representative Matters – Investment Funds and Hedge Funds

Our China Team has been particularly active in the organisation and representation of funds formed in one jurisdiction investing in other parts of the world.

Investment Funds:

The HSBC Private Equity Fund 3 Ltd., a $700 million closed-end fund for private equity investment in Asia, was organised as a Cayman Islands company, with investors from the United States, Europe and Asia.
Investor Capital Partners—Asia Fund, L.P., a $322 million closed-end fund for private equity investments in Asia sponsored by Investor AB of Sweden, was organised as a Bermuda exempted limited partnership with investors mainly from Europe.
Asian Infrastructure Mezzanine Capital Fund, a $246 million closed-end fund for infrastructure investments in Asia sponsored by the Prudential Insurance Company of America with the Asian Development Bank as a core investor, was organised as a Cayman Islands exempted company. We advised the sponsor and manager, a subsidiary of the sponsor, in connection with the establishment of the fund and advised the fund on its first investment—a $45-million investment made in a holding company for several power plants in Northern China—as well as other proposed investments.
PAMA Private Equity Limited Partnership II, the second closed-end fund for private equity investment in Asia sponsored by The Prudential Insurance Company of America, was organised as a Cayman Islands exempted limited partnership with $540.5 million of capital with investors from the United States, Europe and Asia. We assisted with the establishment of this fund and its predecessor funds, including a $261-million fund and earlier investment vehicles funded by Prudential since 1986, and have represented these funds in many of their private equity investments made throughout Asia since 1986.
The HSBC Private Equity India Fund Limited, a closed-end fund for private equity investment in India, with approximately $60 million in capital, was organised as a Mauritius company with substantial participation by U.S. institutional investors.
The HSBC Private Equity Fund, L.P., a $250-million closed-end fund for private equity investment in Asia, was organised as a Cayman Islands exempted limited partnership, with investors from the United States, Europe and Asia.
The Simon Asia Direct Investment Fund, L.P., a closed-end fund for private equity investment in Asia, was organised as a Cayman Islands exempted limited partnership in 1994, with a substantial investment by the government investment authority of an ASEAN country.
Prudential Asia Indonesia Trust, a Cayman Islands unit trust, and P.T. PAMA Ventura Indonesia, an Indonesian venture capital company, organised with $50 million of capital commitments from The Prudential Insurance Company of America, the International Finance Corporation and a private Indonesian bank for private equity investments in Indonesia.
The Asian MBO Fund, L.P., a closed-end Cayman Islands exempted limited partnership organised to invest in buyout transactions in Asia.
The ASC Asian Equity Fund, a closed-end British Virgin Islands company that raised $150 million for private equity investments in Southeast Asia.
ING Beijing Investment Company Limited, a closed-end fund for equity investments in China, was organised as a Hong Kong limited liability company and listed on the Stock Exchange of Hong Kong Limited.
All AsiaCapital Growth Ventures BVI-I, Ltd., a closed-end fund for direct investment in the Philippines, was organised as a British Virgin Islands international business company to invest on a parallel basis with All AsiaCapital Growth Ventures Philippines-I, Inc., a Philippines company.
The Investment Company of China, a closed-end Cayman Islands company that was organised for investments in China (private equity securities, real estate and publicly traded securities). We organised and provided structuring advice to the fund’s manager and investment advisor, Shaw Asset Management Limited and Shaw Investment Management (H.K.) Limited.
Arral Pacific Equity Trust II, a closed-end British Virgin Islands unit trust structured to qualify as a partnership for U.S. tax purposes, which raised approximately $175 million for private equity investments in the Asia-Pacific region.
AIA Capital Asia Growth Fund Limited, an $80 million closed-end British Virgin Islands company that was organised for private equity investments in Asia.

Hedge Funds - Examples of hedge funds our China Team has established and advised:

Asiastar Capital Feeder Fund I and Asiastar Master Fund, open-ended funds organised in the Cayman Islands, to invest through a master-feeder structure in Asian equities.
KGR Capital SPC, an open-ended umbrella fund organised as a Cayman Islands segregated portfolio company, to invest primarily in hedge funds.
Vision Premier Maximus SPC, an open-ended umbrella fund organised as a Cayman Islands segregated portfolio company, to invest primarily in hedge funds.
Man Asia Gamma Investments Ltd, an open-ended hedge fund organised in the British Virgin Islands, to invest in Asian equity securities.
Hidden Jewels Offshore Feeder Fund and Hidden Jewels Master Fund, open-ended funds organised in the Cayman Islands, to invest through a master-feeder structure in Asian growth companies.
CITIC China Plus Fund LLC, an open-ended fund of funds organised in Delaware, to invest in securities in the Greater China region.
CITIC Capital Global Macro Fund LLC, an open-ended fund of funds organised in Delaware, to invest in fixed income and macro strategies.
HT Asian Alpha Amoeba Fund, an open-ended hedge fund organised in the Cayman Islands to invest in small cap securities.
Vision Premier Selection SPC, an open-ended umbrella fund organised as a Cayman Islands segregated portfolio company, to invest primarily in hedge funds.
Vegasoul Fund, an open-ended hedge fund organised in the Cayman Islands, to invest in Asian commodity futures.
Absolute Partners Fund Ltd. and Absolute Partners Master Fund Ltd., open-ended funds organised in the Cayman Islands, to invest through a master-feeder structure in Asian securities.
Apex Guotai Junan Greater China Fund LLC and Apex Guotai Junan Greater China Fund Ltd, open-ended funds organised in Delaware and the Cayman Islands, respectively, and listed on the Irish Stock Exchange, to invest through a master-feeder structure in Greater China equities.
HT Asian Alpha Amoeba Fund, an open-ended fund organised in the Cayman Islands, to invest in Asian equity small-cap securities.
Evenstar Funds SPC, an open-ended master-feeder umbrella fund organised as Cayman Islands segregated portfolio companies, to invest primarily in Asian private and public investment securities.
Marco Polo Pure China Fund, an open-ended fund organised in the Cayman Islands, to invest in Greater China equities.
Global Vision Fund, a trust fund authorized by the Securities and Futures Commission for retail sale to the public in Hong Kong (advised the investment manager).
Vision Asia Maximus Fund LLC, an open-ended fund of funds organised in Delaware, to invest in Asian hedge funds.
PAM Universal Fund Series SPC, Managed Futures Segregated Portfolio, Technology Equity Hedged Segregated Portfolio, Convertible Arbitrage Segregated Portfolio, Asia Multi-Managers Segregated Portfolio and Global Multi-Managers Segregated Portfolio, the initial sub-funds of an open-ended umbrella fund organised as a Cayman Islands segregated portfolio company, to invest primarily in hedge funds.
CITIC Capital Global Macro Fund Ltd., an open-ended fund organised in the Cayman Islands to invest in Asian fixed income securities and financial instruments.
Sattva Asia Opportunities Fund and Sattva Asia Opportunities Fund LLC, open-ended funds organised in the Cayman Islands and Delaware, respectively, to invest through a master-feeder structure in Asian derivative instruments, equities, currencies and fixed income securities.
Aktis Capital Fund Ltd. and Aktis Capital Fund LLC, open-ended funds organised in the Cayman Islands and Delaware, respectively, to invest through a master-feeder structure in Asian derivative instruments, equities, currencies and fixed income securities.
Vision QuantAsia Fund SPC, HSI Segregated Portfolio, the initial sub-fund under an open-ended fund organised as a Cayman Islands segregated portfolio company, to invest primarily in publicly traded equity and debt securities and related financial instruments in Hong Kong.
HT Capital Asian Catalyst LLC, an open-ended fund organised in the Cayman Islands investing in long/short Asian equity securities.
Swordfish Fund Ltd. and Swordfish Partners LLC, open-ended funds organised in the Cayman Islands and Delaware, respectively, to invest through a master-feeder structure in Asian derivative instruments, equities, currencies and fixed income securities.
Vision Asia Maximus Fund, an open-ended fund of funds organised in the Cayman Islands, to invest in Asian hedge funds.
The China Mantou Fund, an open-ended fund organised in the Cayman Islands and listed on the Irish Stock Exchange, to invest in publicly traded and private securities of companies with business interests in China.
Vision Elite Fund, an open-ended fund of funds organised in the Cayman Islands, to invest in alternative investment funds.
HT Asian Catalyst Fund LLC, an open-ended fund initially established in the Cayman Islands by a joint venture of the Richmont Group of the U.S. and the Parly Group of Switzerland to make strategic investments in Asia and subsequently restructured to invest in publicly traded Asian securities.
Special Assets Overlook L.P., an open-ended Cayman Islands exempted limited partnership, organised to invest in publicly traded Asian securities.

Top

Print-friendly

http://www.orrick.com/practices/china/investment_funds.asp

web-friendly