Fred Chang
Partner
Private Investment Funds, China, Banking and Financial Services
Seattle, Shenzhen*
(206) 331-3231
中文
EnglishFred Chang’s practice covers cross-border M&A, as well as financing – secured and unsecured – and investments over the full range of the capital structure of a company. He has represented companies in various industries, banks, insurance companies, private equity funds, and hedge funds, principally in their buy-side transactions.
He has handled cross-border transactions, including leveraged buyouts, mergers of public companies, street sales and other privately negotiated acquisitions, strategic and cornerstone investments, joint ventures, project finance, trade finance, leveraged lease financing, licensing, securitization and other structured financings, and derivatives. These transactions involved many states in the US, Canada, China, Hong Kong, Singapore, Venezuela, Korea, Japan, Indonesia, India, Thailand, Malaysia, Taiwan, Brunei, Australia, England, Ireland, Luxembourg, the Netherlands, France, Germany, Sweden, Russia, Hungary, Spain, and Switzerland.
Mr. Chang has also handled investigative, compliance, and contentious matters involving corporate governance, internal controls, transfer pricing, derivatives and market manipulation in China, Hong Kong, Singapore, Philippines, Thailand, and Korea. He has spent nearly ten years – also serving as general counsel and head of compliance for Deutsche Bank in Asia – working for investment banks and ISDA.
Outside of his practice, Mr. Chang is an avid ultra-marathon runner. He is also a cellist and was a member of the Harvard-Radcliffe Orchestra 1978-1980.
SELECTED EXPERIENCE
Debt Financing
- Representation of a Hong Kong fund manager in its trade-based financing and restructuring of a Singapore manufacturer and exporter.
- Representation of Sinosure in export credit insurance wrap for factored export of consumer goods sold in the US.
- Representation of Duquesne Light Company in the sale-leaseback financing of a nuclear power plant.
- Representation of various banks and insurance companies in infrastructure and project financing in the US, including cogeneration power plants and toll roads
- Represented Deutsche Bank, Morgan Stanley, JP Morgan, and China Construction Bank International in numerous pre-IPO financings for red chip Chinese companies in the mining, infrastructure, solar energy, retail, and other industries.
- Represented numerous insurance companies in private placement investments in the US, including Prudential, Aetna, CIGNA, Pacific Life, Met Life, NY Life, Principal, Northwestern Mutual, and John Hancock.
- Representation of CITIC Trust in proposed structuring, hedging, offering, and sale of “synthetic” London Metals Exchange trading product.
- Representation of financial advisory firm in connection with potential acquisition and securitization of RMB-denominated small loans and strategic investments in Chinese retail finance space.
- Representation of various lenders in financings relating to HK Stock Exchange-listed shares.
- Representation of American Airlines in numerous aircraft leveraged lease financings.
- Representation of a highly structured fund designed to finance Chinese residency applications in an EU member nation.
- Representation of a major US nuclear power plant operator in the procurement of nuclear fuel supply from China.
- Representation of a Hong Kong fund manager in its financing of real estate projects in Texas and Korea.
- Representation of Secured Capital in the financing of residential and commercial real estate development in Shanghai.
- Representation of VTB in loans to Chinese borrowers.
- Representation of CDB on various matters relating to derivatives and Dodd-Frank.
- Advised Bank Indonesia on matters relating to Dodd-Frank.
- Representation of various international banks on private banking matters in China.
- Representation of various international banks on structuring and rolling out products in China relating to money markets, QFII, QDII.
Fund Managers and Startup Companies
- Representation of a US company engaged in cutting edge lithium battery recycling in all its financing, employment, tax, IP, distribution matters.
- Representation of a US company engaged in cancer gene therapy in its Series A financing.
- Representation of a Hong Kong investment management firm in connection with its cryptocurrency-related investments.
- Representation of a Hong Kong investment management firm in connection with its investment into hedging/financing of listed securities of various Hong Kong and Korean issuers.
- Representation of Farallon in various investments in China.
- Representation of a Singapore fund manager in various matters relating to its investments in China, Vietnam, Indonesia, and Australia, and negotiations with its limited partners and with a major Singapore institutional separate account.
- Representation of aUS PE fund manager in connection with the formation of new health tech and biotech focused fund, its downstream investments as well as related tax and compliance advice.
- Advised various Asia-based investment management firms in connection with securities laws and other issues relating to resales of stakes in portfolio companies.
- Advised various US hedge funds on Chinese legal and regulatory issues surrounding certain announced cross-border M&A transactions.
- Representation of a Singapore-based multinational education company regarding its online subscription model.
- Representation of a Singapore-based multinational education company in connection with a private placement fundraising.
Companies and Management in M&A and Other Significant Corporate Events
- Representation of Johnson & Johnson in its acquisition of a leading medical devices company in China. Represented Johnson & Johnson in its acquisition of a leading consumer products company in China.
- Representation of the CEO and founder of a NASDAQ-listed leading Chinese search, media, and online game company in connection with a proposed leveraged take-private transaction.
- Representation of a “red chip” Chinese pharmaceutical and medical device company in its restructuring and pre-IPO financing.
- Advised a Singapore-based education company regarding M&A in pre-school learning center space and related licensing issues spanning Asia, the Middle East, Europe and the US.
- Representation of a Canadian listed company in its merger with a Chinese industrial surveillance software company.
- Representation of Bank of America and Bohai Bank in strategic investment transactions in China.
- Advised Commerzbank, CLSA and Societe Generale on Chinese legal and regulatory issues around potential strategic investments in the Chinese financial institution space.
- Representation of Tyco on divestiture of certain surveillance and alarm businesses in China.
- Representation of various US industrial companies in their leveraged buyouts.
- Representation of a major Chinese institutional investor in its proposed acquisition of a major US studio’s film library and production slate.
- Representation of Sinochem in the proposed acquisition of a crude oil storage facility in an Asian country.
- Representation of a Chinese real estate developer in its financing of residential and commercial real estate development in New York City.
- Representation of Softbank in its anchor investment in RenRen, a Chinese social media company. Represented Virtustream in proposed cloud computing-related investment in China.
- Advised executive in connection with his hire by a globally leading semiconductor manufacturer in Taiwan.
- Advised US health-tech portfolio company of client in connection with employment, licensing, distribution, executive compensation, and enterprise sales matter.
- Representation of major listed Chinese paper products company in proposed investment in US mills.
Companies and Financial Institutions in Compliance, Governance, Investigatory, and Contentious Matters
- Representation of a Hong Kong fund manager in insolvency proceedings in Singapore and US involving recovery of loan and putative preferential transfers, and first impression conflict of law issues around the application of automatic stays.
- Representation of Chinese company in US mediation to successfully recover trade obligations owed by US semiconductor company.
- Representation of various creditors in FTX bankruptcy case.
- Representation of various banks in various transactional and contentious matters involving foreign exchange, interest rate, and commodity derivative transactions.
- Advised an Indonesian company on Chinese compliance issues.
- Advised a leading Chinese investment bank on duties of directors of potential financial institution acquisition targets under NY law.
- Representation of the board of directors in an internal investigation of a financial institution in China.
- Representation of an investment management firm focused on investments in Chinese financial institutions on PRC, Singapore, and US compliance considerations around fund governance.
PUBLICATIONS
- China chapter for “The Mergers & Acquisitions Review” (2013 and 2014 editions, Law Business Research)
- China chapter for “Banking Regulation” (2013 and 2014 editions, Sweet & Maxwell)
- “Legal Foundations of Corporate Financial Transactions”, 2008, China Science and Technology Press
- “The Acquisition Playbook”, International Financial Law Review, May 2014
- “The AMC Experiment”, International Financial Law Review, March 2014
- “The Mountains are High and the Emperor is Far Away (Analysing Corporate Scandals)”, International Financial Law Review, October 2013
- “Target Ecosystems”, International Financial Law Review, July/August 2013
- “The Twin Towers Bubble”, International Financial Law Review, May 2013
- “Deconstructing the Audit Controversy”, International Financial Law Review, February 2013
- “Reliable Data and China’s Financial Reforms”, International Financial Law Review, November 2005
- “Making a Strategic Investment in a Chinese Bank Work”, International Financial Law Review, July 2005
SPEAKING ENGAGEMENTS
- Speaker, “Disputes and Misunderstandings in Chinese Acquirors’ Overseas M&A Transactions”, Peking University Law School, December 2014
- Speaker, “Banging the Close (McDonnell et al v Shell, BP, Morgan Stanley et al)”, Peking University Law School, May 6, 2014
- Speaker, “Corporate Strategy in an Era of Globalization”, Harvard-China Forum, April 18, 2014
- Speaker, “Disputes over Liabilities Arising from Acquisitions Overseas by Chinese Companies”, China International Economic and Trade Arbitration Commission, August 2011
- Speaker, “Approval and Process Issues for Chinese Listcos Making Overseas Acquisitions”, UBS Securities, January 18, 2011
- Speaker, “OTC Derivatives: Problems and Disputes”, Bank Indonesia, August 24, 2010
- Speaker, “Certain Legal Problems with OTC Derivatives Trades”, Sinochem, June 18, 2010
- Speaker, “SEC v Goldman Sachs (Abacus 2007 AC1 $2 Billion Synthetic CDO)”, Peking University Law School, April 2010
- Speaker, “Dodd-Frank: Relevance for Chinese Exchanges and Central Counterparties”, China Financial Futures Exchange, March 25, 2011
- Speaker, “Presentation on OTC Derivatives”, Bank Indonesia, December 12, 2007
AWARDS AND RECOGNITION
- Leading Lawyer, IFLR1000 (Euromoney Institutional Investor PLC), 2019
- Band 1 Banking/Finance, Chambers and Partners Asia, 2007-2010, 2012
- Corporate/Strategic Acquisition of the Year, M&A Advisor, 2013
MEMBERSHIPS AND AFFILIATIONS
- Chairman of legal/regulatory committee and member of standing committee, ISDA North Asia 1995-1998
- Foreign arbitrator on Shenzhen Court of International Arbitration
News, Events, & Insights
- LIBOR Fallbacks- Alternative Reference Rates
Insights May 20, 2019
- Rimon’s Expansion to Shenzhen Covered by The American Lawyer, The Global Legal Post, Asian Legal Business and Lawfuel
News January 29, 2019
- Rimon Opens Shenzhen Office
News January 24, 2019
- Financial Services and Cross-Border M&A Partner Fred Chang joins Rimon’s Seattle Office
News April 2, 2018
