Fred Chang

Partner

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(206) 331-3231

Office:

Seattle

Practice Groups and Client Sectors:

Financial Services, Private Client, International
Fred Chang

Education

Columbia Law School

J.D.

Harvard University

A.B.

Previous Experience

  • Partner in Morgan Lewis and various other law firms in Beijing; co-founder of FenXun Partners
  • General Counsel and Head of Compliance, Deutsche Bank Asia
  • Executive Director, Goldman Sachs Asia

Bars & Courts

  • New York
  • Washington

Languages

  • Chinese
  • English
  • Mandarin

Professional Experience

Fred 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 financing, and derivatives. These transactions involved many states in the US, Canada, China, Hong Kong, Singapore, 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.

REPRESENTATIVE MATTERS

  • Represented 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
  • Represented a Chinese real estate developer in its financing of residential and commercial real estate development in New York City
  • Represented the board of directors in an internal investigation of a financial institution in China
  • Represented a Hong Kong fund manager in its financing of a real estate project in Korea
  • Represented a Hong Kong fund manager in its trade-based financing and restructuring of a Singapore manufacturer and exporter
  • Represented a major Chinese institutional investor in its proposed acquisition of a major US studio’s film library and production slate
  • Represented a highly structured fund designed to finance Chinese residency applications in an EU member nation
  • Represented Sinosure in export credit insurance wrap for factored export of consumer goods sold in the US
  • Represented Sinochem in proposed acquisition of crude oil storage facility in an Asian country
  • Represented a major US nuclear power plant operator in procurement of nuclear fuel supply from China
  • Represented Canadian listed company in its merger with a Chinese industrial surveillance software company
  • Represented various US industrial companies in their leveraged buyouts
  • 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
  • Represented various banks and insurance companies in infrastructure and project financing in the US, including cogeneration facilities and toll roads
  • Represented American Airlines in numerous aircraft leveraged lease financings
  • Represented Duquesne Light Company in sale-leaseback financing of nuclear power plant
  • Represented 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
  • Represented a “red chip” Chinese pharmaceutical and medical device company in its restructuring and pre-IPO financing
  • 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 Softbank in its anchor investment in RenRen, a Chinese social media company
  • Represented Virtustream in proposed cloud computing-related investment in China
  • Represented Farallon in various investments in China
  • Represented various investors in financings relating to HK Stock Exchange-listed shares
  • Represented Secured Capital in financing of residential and commercial real estate development in Shanghai
  • Represented CITIC Trust in proposed structuring, hedging, offering and sale of “synthetic” London Metals Exchange trading product
  • Represented various banks in China in strategic investment transactions
  • Represented various banks in China in private banking matters
  • Represented various banks in various transactional and contentious matters involving foreign exchange, interest rate and commodity derivative transactions

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

  • Band 1 Chambers Asia for China banking/finance 2007-2010, 2012; China investment funds 2012
  • M&A Advisor, Corporate/Strategic Acquisition of the Year (2013, 100-500mm USD) for Johnson & Johnson acquisition of Shanghai Elsker
  • Association of Corporate Growth, Champion’s Award for Deal of the Year (2013, 100-200mm USD) for Johnson & Johnson acquisition of Shanghai Elsker

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