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Manuel E. Maisog
Partner, Chief Representative, Beijing Office
Corporate

Beijing
+86 10 5863-7507 Phone
+86 10 5863-7591 Fax

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Practices
Climate Change Law
  and Policy

Energy
Energy and
  Infrastructure

Greater China
International
  Chemicals
  Regulation

International
  Environmental,
  Health & Safety Law
  - Overview

Privacy &
  Information
  Management


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Manuel E. Maisog

Practice focuses on China-related investment transactions, power plant construction and acquisition projects, advising clients about privacy and data security issues in Asia and tracking of developments under the emerging data protection and information security laws of Asia. Mr. Maisog also has experience in public securities offerings and bank mergers, as well as in private securities placements and mergers and acquisitions.

Mr. Maisog's work has involved participating in discussions for the structuring of the privatization of the national electricity transmission system in the Philippines and drafting of the related concession agreement and ancillary agreements, representing a major Thai mining and energy concern in the negotiation of a long-term coal supply agreement, representing a Philippine government-owned corporation in the proposed early transfer of an electricity generating asset operating under a build-operate-transfer agreement, and negotiating and drafting power plant construction contracts in Taiwan. Mr. Maisog has also represented a major private sector power producer in Thailand in its refinancing of its project financing arrangements, and acted as project acquisition financing counsel in the privatization of the largest and most advanced electricity generating facility in Thailand.

Relevant Experience

  • China-Related Investment Transactions
    • Represented a major Southeast Asian energy and mining concern in its successful acquisition of a holding company owning interests in two coal mining joint ventures in Shanxi Province having a total production capacity of 10 million tons per year.
    • Represented a U.S.-origin investor in connection with its proposed sponsorship of the development of a wireless telecommunications device in China.
    • Representing a U.S.-based manufacturer in connection with its regional business arrangements in Asia, including assisting in the preparation of distribution agreements for markets in the region, and manufacturing outsourcing agreements.
    • Advising a U.K.- and Hong Kong-based clean development mechanism (climate change) project company on its strategic structuring of its nationwide portfolio of alternative energy and clean development mechanism projects, including advice on establishing an ownership structure involving both onshore and offshore ownership vehicles and importation of sophisticated equipment; and assistance on implementing its strategic portfolio through the incorporation of a wholly foreign-owned enterprise for the performance of technical and operational services.
    • Advised a U.K.- and Hong Kong-based clean development mechanism (climate change) project company on a CDM project development agreement and an engineering, procurement and construction contract for an electricity generating project in Shanxi Province.
    • Represented a major Southeast Asian energy and mining concern in its successful acquisition of a significant portfolio of cooperative joint ventures and wholly foreign- owned enterprises, which operate combined power and steam assets in Northeast China.
    • Advised a multinational, U.S.-based chemicals manufacturer on its transactional planning for its establishment of a multi-facility manufacturing compound in an industrial development zone in Nanjing, including advice on utilities services, land use rights, and construction contracts.
    • Act as counsel to a U.S.-based manufacturer of industrial water, steam and air system equipment in connection with a proposed merger of two Chinese joint ventures and establishment of a wholly foreign-owned enterprise.
    • Acted as counsel to a major Southeast Asian energy concern in its due diligence investigation for a prospective acquisition of a strategic interest in a major Hong Kong-based private sector holding company with interests in a series of joint ventures operating or developing a major portfolio of infrastructure projects across China as well as in Korea and Taiwan.
    • Acted as counsel to Banpu Public Company Limited, a major Thai energy and mining concern, in its acquisition of a strategic interest in a coal mine in Shanxi Province, through an equity stake in an offshore holding company that holds an interest in a Sino-foreign mining joint venture.
    • Represents a major U.S.-based chemicals manufacturer in the negotiation of a complex series of agreements for the establishment of a chemical joint venture in partnership with a local industrial concern in Shanghai, including the possible transfer of ownership interests in an existing equity joint venture in Shanghai to permit the participation of a major Chinese industrial concern as a new joint venture participant.
    • Represented a U.S.-based industrial products manufacturer in advising on a proposed acquisition of an interest in a wholly foreign-owned subsidiary in Suzhou from its original Taiwanese sponsors.
    • Acted as counsel to a major U.S.-based independent power producer in conducting a legal due diligence analysis and formulating proposals in connection with a proposed acquisition of interests in a series of power generating joint ventures in China.
    • Represented a Taiwanese potential acquiror in its evaluation of a preliminary equity investment in a 210 MW coal-fired power plant in Inner Mongolia, People's Republic of China.
  • Personal Information Protection and Privacy
    • Lecture entitled "Privacy in the Philippines:  A Cross-cultural Perspective" at Consultative Forum on Data Privacy, Diliman, Quezon City, Philippines, February 2009.
    • Closing address at the 2007 Beijing Privacy Symposium on Privacy, Accountability and Market Trust and Privacy Governance in the 21st Century, organized by the Institute of Law, China Academy of Social Sciences, Beijing, China, June 2007.
    • Lecture entitled "Addressing the Cultural Gap:  Privacy in America" at 2007 Tsinghua University Law School Privacy & Security Law Symposium, Beijing, China, June 2007.
    • Lecture entitled "Privacy Law in China:  Prospects" at the IAPP (International Association of Privacy Professionals) Privacy Summit, Washington, D.C., March 2007.
    • Advised a major multinational retailer on regional personal information security law requirements in Asia, including in China, Taiwan, Hong Kong, Singapore, Malaysia and the Philippines.
    • Advised a major U.S.-based financial institution on personal information security law requirements in China and Hong Kong.
    • Advised a U.S.-origin telecommunications equipment manufacturer on privacy law requirements in China, Taiwan and Hong Kong.
    • Advised a U.K.-origin telecommunications services provided on personal information security law requirements in China, Taiwan, Hong Kong and other Asian jurisdictions.
    • Advised a U.S. information management services company on amendments to its privacy policy for use in China and Hong Kong.
    • Advised a major U.S.-origin entertainment and film conglomerate on privacy law in China.
    • Advised a major U.S. internet search engine company on privacy law in Hong Kong.
  • Power Plant Financing and Development
    • Represented a major Thai mining and energy concern in the negotiation of a long-term coal supply agreement for a 210 MW independent power producer facility in the Philippines.
    • Represented the project sponsor in connection with the turnkey engineering, procurement and construction arrangements for the 250 MW Hsinchu Phase II cogeneration project in the Hsinchu Science-based Industrial Park, Hsinchu, Taiwan.
    • Represented the project sponsor in the negotiation, drafting and execution of the turnkey engineering, procurement and construction arrangements for the 980 MW Sun Ba combined cycle electrical power generation facility in Tainan, Taiwan.
    • Represented the project sponsor in the negotiation, drafting and execution of the turnkey engineering, procurement and construction arrangements for the 490 MW Star Energy combined cycle electrical power generation facility in the Chang Bin Industrial Park, Taiwan.
    • Represented The Cogeneration Public Company Limited in the refinancing of its project financing on a corporate financing basis.
    • Represented developer of a 120 MW natural gas-fired cogeneration facility in Saraburi, Thailand, including representation of this developer in the negotiation and execution of loan documentation for the project financing and subsequent refinancing of this facility.
    • Represented developer of a 120 MW natural gas-fired cogeneration facility in Samut Prakarn, Thailand.
    • Represented foreign equity participant in its extension of a US$ 14 million bridge loan facility to a SPP project company in Thailand.
    • Participated in the performance of evaluation of risk allocation of, and the formulation of proposed amendments to, a draft power purchase agreement for a 368 MW hydroelectric facility in Laos.
    • Represented The Electricity Generating Authority of Thailand and subsidiaries of a major independent power producer in Thailand in the negotiation, drafting and execution of settlement agreements for the resolution of disputes with construction contractors in Thailand.
  • Power Plant Acquisition and Privatization Transactions
    • Participated in drafting the concession agreement and ancillary agreements for the privatization of the national electricity transmission system in the Philippines.
    • Represented the acquiror of the largest and most advanced electricity generating facility in Thailand in securing project financing facilities for its acquisition of the facility from the current public utility owner.
    • Represented a subsidiary of a major US-based power facility sponsor in its acquisition of a 33.62% share interest in The Cogeneration Public Company Limited in Thailand, which holds cogeneration facilities with installed capacity of 810 MW.
    • Represented a subsidiary of the same major US-based power facility sponsor in its increase of its share interest in The Cogeneration Public Company Limited in Thailand to a majority interest through a complex series of transactions involving a rights offering, a tender offer and a series of private share sales.
    • Represented the Thailand subsidiaries of the same major US-based power facility sponsor in the sale of its interests in its three Thai subsidiaries having generating capacity of over 1,000 MW.
    • Represented a bidder in conducting a legal due diligence review and in formulating proposals for project and acquisition documentation in connection with the proposed privatization of the 2,420 MW Kapar power station in Malaysia.
    • Represented a government-owned corporation in the proposed early transfer of a 108 MW electricity generating asset, operating under a build-operate-transfer arrangement, in the Philippines.
    • Represented the acquiror of a 50% interest in a holding company which holds interests in the 124 MW Industrial Power SPP project and the 713 MW Bowin IPP project.
    • Represented a potential acquiror in its evaluation and formulation of a bid to acquire an interest in a project company which holds interests in a 115 MW SPP project and a 700 MW IPP project in Thailand.
    • Represented a potential acquiror in its evaluation of legal documentation in preparation for potential bid to acquire interests in companies which own a 107 MW SPP project and a 734 MW IPP project in Thailand.
    • Represented a major European utility in its proposed acquisition of a 150 MW hydroelectric facility in Laos.
Membership
  • Registered Foreign Lawyer, Hong Kong
  • Member, Maryland State Bar
Education
  • J.D., Harvard Law School, cum laude, 1993
  • A.M., Harvard University, Committee on Regional Studies - East Asia, on a Harvard grant, 1992
  • A.B., Princeton University, magna cum laude, Woodrow Wilson School of Public and International Affairs, 1989
  • Inter-University Program (Stanford Center), Taipei, Taiwan, on grants from Princeton University and the Stanford Center, 1987-1988
Languages
  • English, Chinese (Mandarin)


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