The Work

December 7, 2011 6:00 PM

Are Happy Times Here Again for IPOs?

Posted by Brian Baxter

After seeing a spike in activity earlier this year, the market for initial public offerings had quieted down by late summer amid uncertainty about the broader global economy. Now, a flurry of year-end IPOs are coming to market in Asia and the United States—and corporate lawyers at large firms are reaping the benefits.

The late surge notwithstanding, the overall number of publicly listed companies in the U.S. is in decline, a fact that has some firms asking that the SEC alter its regulations in order to spur more IPOs, according to this recent op-ed from The Deal by two Sullivan & Worcester lawyers.

For those companies that have gone public or are considering doing so, Wilson Sonsini Goodrich & Rosati released a study in late October on corporate governance and disclosure practices for boards of directors at venture capital-backed IPOs. The study is worth a read, especially for venture capitalists who have invested heavily in Facebook, which could be forced to go public early next year, according to The New York Times’s DealBook.

While bankers and corporate lawyers—not to mention Facebook’s many shareholders—lick their chops at the prospect of a public offering that could value the social media darling at $100 billion, we’ve cobbled together a rundown on some of the most notable IPOs in the U.S. and abroad over the past two months, as well as the firms picking up the work on those offerings.


The public offering market in Asia has been particularly busy this fall, and sibling publication The Asian Lawyer has been keeping a close eye on some of the largest listings from the Pacific Rim.

Tokyo-based Nexon, a growing South Korean company that seeks to rival U.S. social network game developer Zynga in Asia, debuted on the Tokyo Stock Exchange this week with a $1.2 billion IPO that could value the company at $7.2 billion, according to DealBook. A Nexon prospectus shows that Morrison & Foerster’s registered Tokyo office, known as Ito & Mitomi, is advising the company, while Sullivan & Cromwell and Japanese firm Anderson Mori & Tomotsune are representing underwriters Goldman Sachs, Morgan Stanley, and Nomura Securities.

Clifford Chance partners Cherry Chan and Tim Wang are advising Shanghai-based brokerage firm Haitong Securities on its $1.7 billion IPO in Hong Kong, according to The Asian Lawyer. Paul Hastings and Beijing-based Commerce & Finance Law Offices are representing underwriters led by Nomura and Standard Chartered Securities.

The Asian Lawyer also reports that Freshfields Bruckhaus Deringer partners Teresa Ko, Stephen Revell, and Richard Wang have teamed with mainland China firm Commerce & Finance to advise New China Life Insurance on its $2.3 billion offering in Hong Kong and Shanghai. Underwriters led by China International Capital and UBS Securities are being represented by another Magic Circle firm, Slaughter and May, as well as Sullivan & Cromwell and King & Wood.

Freshfields partners Ko, Grace Huang, and Calvin Lai are also advising Hong Kong jewelry retailer Chow Tai Fook Jewellery Group on its $2.8 billion IPO, which could be the largest listing in Hong Kong this year, according to The Asian Lawyer. Commerce & Finance and offshore firm Conyers Dill & Pearman are also advising Chow Tai, while shareholders in the company are being represented by Hong Kong firm Iu, Lai & Li. Linklaters is serving as counsel to underwriters on the offering, while Mayer Brown is representing Deutsche Bank, Goldman Sachs, HSBC, and JPMorgan Chase on a loan facility and financing.

Reed Smith partners Graham Winter, Michael Pepper, and Ron Francis are working with lawyers from Conyers Dill and King & Wood in advising Asian telecommunications company PCCW on its $1.13 billion IPO spin-off of unit HKT Trust, according to The Asian Lawyer. Freshfields and Chinese firm Haiwen & Partners are serving as counsel to a group of underwriters on the IPO, which is the first offering for a business trust on the Hong Kong Stock Exchange.

The Asian Lawyer reported earlier this fall that Baker & McKenzie partners Chik Pui-hong and Rossana Chu are advising Chinese brokerage giant and investment bank Citic Securities on its $1.7 billion IPO in Hong Kong. Latham & Watkins and China’s Jiayuan Law Firm are also advising Citic, while underwriters have turned to Freshfields and King & Wood.

A team of lawyers from Baker & McKenzie also took the lead representing department store operator Parkson Retail, a unit of Malaysia’s Parkson Holdings, on a $122.8 million IPO in Singapore last month, according to Asia Legal Business.

And Fried, Frank, Harris, Shriver & Jacobson partners Victoria Lloyd and Joshua Wechsler are representing luxury handbag maker Coach on its $1.83 billion Hong Kong IPO this month, The Asian Lawyer reports. Paul Hastings has taken the lead for underwriter JPMorgan.


While Europe’s economic troubles have been well-documented over the past few months—some lawyers are even bracing for a possible breakup of the eurozone—London remains an attractive destination for some companies seeking to go public.

Reuters reports that Kazakh oil and gas company Zhaikmunai, which currently trades global depository receipts on the London Stock Exchange, has hired White & Case to advise it on a possible switch to a full public listing.

Freshfields is advising Russian gold and silver mining company Polymetal on its $500 million IPO on the LSE, according to U.K. publication Legal Week. Rival Magic Circle firm Clifford Chance is representing underwriters led by Deutsche Bank, HSBC, Morgan Stanley, and VTB Capital.

And The Lawyer reports that Russian steelmaker Evraz, which is partly owned by high-profile oligarch Roman Abramovich, has turned to Linklaters partners Charlie Jacobs, David Avery-Gee, and Hugo Stolkin on its new London listing. Skadden, Arps, Slate, Meagher & Flom partner James McDonald is advising underwriters Credit Suisse and Morgan Stanley, according to The Lawyer.


The U.S. IPO market has picked up recently, with The Am Law Daily having already reported on the lawyers advising offerings by online local services marketplace Angie’s List ($114 million), auto parts maker Delphi Automotive ($530 million), and Zynga, which aims to raise $1 billion through a listing planned for next week. (Angie's List and Zynga list legal fees for their IPOs at $1.4 million and $3.2 million, respectively, according to company records on file with the SEC.)

Zynga headlines a slate of 12 U.S. IPOs heading to market next week in what could be the busiest week for new filings since November 2007, according to industry tracker Renaissance Capital. Below are some of the lawyers working on IPOs that came to market last month, as well as those looming on the horizon.

Annie's: The Berkeley-based maker of organic and natural foods filed last week for a $100 million IPO. K&L Gates partners Stephen Palmer and John Cushing are advising Annie's on its proposed public listing. Proskauer Rose capital markets cohead Julie Allen is advising selling shareholder Solera Capital, a New York–based private equity firm.

Cravath, Swaine & Moore securities practice chair Kris Heinzelman is representing underwriters Credit Suisse and JPMorgan. Legal fees related to the IPO are not yet available, according to SEC filings.

BioAmber: In mid-November, Montreal-based BioAmber filed for an IPO seeking to raise up to $150 million. The company specializes in making renewable fuels. Goodwin Procter partners Jocelyn Arel and Michael Minahan are representing BioAmber as it seeks to go public.

Simpson Thacher & Bartlett capital markets head Vincent Pagano, Jr., is advising underwriters led by Barclays Capital, Credit Suisse, and Goldman Sachs. Legal fees related to the IPO were not yet available, according to SEC filings.

Chesapeake Granite Wash Trust: The Austin-based oil trust, which owns interests in properties owned by Chesapeake Energy, raised $380 million through a mid-November IPOBracewell & Giuliani partner Michael Telle, Oklahoma City's Commercial Law Group, and Delaware's Richards, Layton & Finger advised Chesapeake Granite on the listing.

Baker Botts partner Joshua Davidson represented underwriters led by Morgan Stanley and Raymond James on the offering. Legal fees and expenses for the IPO are listed at $1.4 million, according to SEC filings.

Clovis Oncology: The Boulder-based biotech company raised $130 million through an IPO last month. Willkie Farr & Gallagher private equity cochair William Gump and capital markets cochair Peter Jakes represented Clovis, which was formed two years ago by former executives of Pharmion, a leading blood cancer treatment maker sold to Celgene for $2.9 billion in cash and stock in 2007. (Willkie represented Pharmion on that deal.)

Latham partners Cheston Larson and Divakar Gupta advised underwriters led by Credit Suisse and JPMorgan. Clovis lists legal fees and expenses for its IPO at $1.33 million, according to SEC filings.

ExactTarget: The Indianapolis-based marketing software company refiled plans for a $100 million IPO late last month. Gibson, Dunn & Crutcher partners Howard Adler and Anne Benedict are advising ExactTarget, along with Steve Humke, founder of the entrepreneurial services group at Ice Miller.

Wilson Sonsini vice-chairman Jeffrey Saper and partner J. Robert Suffoletta, Jr., are representing underwriters led by Deutsche Bank Securities, JPMorgan, and Stifel Nicolaus Weisel. Legal fees related to the IPO are not yet available, according to SEC fiings.

Gazit-Globe: An Israeli real estate company, Gazit-Globe filed plans on Monday for a $145 million IPO next week. Skadden partners Phyllis Korff and Yossi Vebman are advising Tel Aviv-based Gazit-Globe, along with partners Dan Shamgar and Shaul Hayoun from Israeli firm Meitar Liquornik Geva & Leshem Brandwein.

White & Case partner Colin Diamond and Israeli practice head Joshua Kiernan are representing underwriters led by Citigroup and Deutsche Bank Securities. Partners Aaron Lampert and Tuvia Geffen from Tel Aviv's Naschitz Brandes are serving as local counsel. Gazit-Globe states in SEC filings that its legal fees and expenses for the IPO are $3.5 million.

InvenSense: The Sunnyvale, California–based semiconductor manufacturer raised roughly $75 million through a mid-November IPO. MoFo corporate partners John Campbell III, Andrew Thorpe, David Lynn, and Bruce Mann advised InvenSense on the offering, along with employee benefits partner Michael Frank.

Wilson Sonsini CEO Steven Bochner and partners Aaron Alter and Jon Avina represented underwriters led by Goldman Sachs and Morgan Stanley. InvenSense lists legal fees and expenses of $1.4 million for its IPO, according to SEC filings.

Manning & Napier: Independent investment management firm Manning & Napier raised $150 million through a mid-November IPO. The Fairport, New York–based company turned to Herrick, Feinstein partners Harold Levine and Irwin Kishner for counsel on going public. Richard Yates serves as Manning & Napier's chief legal officer.

Cleary Gottlieb Steen & Hamilton partner Raymond Check represented underwriters led by Bank of America/Merrill Lynch and JPMorgan. Manning & Napier lists legal fees and expenses related to its IPO at nearly $1.7 million, according to SEC filings.

Mattress Firm: With more than 680 stores, Houston-based Mattress Firm is a leading bedding retailer. Ropes & Gray partner Andrew Terry advised the company as it sought to raise roughly $100 million through a mid-November IPO.

Fulbright & Jaworski securities practice head Charles Strauss and partner Gene Lewis represented underwriters led by Barclays Capital, UBS Investment Bank, and William Blair & Company. Mattress Firm lists $875,000 in legal fees and expenses for its IPO, according to SEC filings.

Michael Kors: Apparel and accessories maker Michael Kors is preparing for an IPO on the New York Stock Exchange that could value the Hong Kong-based company at $3.63 billion, according to DealBookPaul, Weiss, Rifkind, Wharton & Garrison partner John Kennedy is advising Michael Kors on its efforts to go public. Lee Sporn serves as the company’s general counsel.

Richard Truesdell, Jr., cohead of the global capital markets group at Davis Polk & Wardwell, is representing underwriters led by Goldman Sachs, JPMorgan, and Morgan Stanley. Michael Kors lists legal fees and expenses related to the IPO at nearly $2.1 million, according to SEC filings.

Yelp: The San Francisco–based social networking and user-review site filed for a $100 million IPO last month, according to sibling publication The Recorder. Craig Jacoby, chair of Cooley’s emerging companies group, is advising Yelp, along with partner Kenneth Guernsey. Yelp’s general counsel is Laurence Wilson.

Alan Denenberg, the head of Davis Polk’s office in Menlo Park, California, is representing underwriters Allen & Company, Citigroup, Goldman Sachs, Jefferies & Company, and Oppenheimer & Company. Legal fees related to the IPO are not yet available, according to an SEC filing by Yelp.


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