Cleary Gottlieb Adds W. Clayton Johnson from Cravath; Will Open New Office in Beijing

International law firm Cleary Gottlieb Steen & Hamilton LLP announced today that W. Clayton Johnson, 50, a senior securities and capital markets partner at Cravath, Swaine & Moore LLP in New York, will be joining the firm as a partner, effective November 12. He will initially divide his time between the firm’s new office in Beijing, which is expected to open early in 2006, and Hong Kong. Mr. Johnson will focus on further developing the firm’s China practice. He will also work on transactions for clients of the firm throughout Asia. In China, Mr. Johnson will work together with Cleary Gottlieb partner Filip Moerman, who is currently based in Hong Kong and whose practice focuses on private equity investments and other acquisitions, joint ventures and project finance. It is anticipated that both Mr. Johnson and Mr. Moerman will ultimately be based full-time in Beijing.

“Cleary Gottlieb made an early commitment to Asia and the Pacific region 25 years ago, when we established our office in Hong Kong,” said Cleary Gottlieb Managing Partner Mark Walker. “The opening of our office in Beijing, which we anticipate will happen early next year, combined with the legal and regional expertise that both Clay and Filip bring, will enhance our ability to provide the best possible legal services to our clients who have interests in mainland China as well as throughout the Pacific region.

“Our Hong Kong and Beijing offices will work together closely to meet the needs of our clients in capital markets, private equity, mergers and acquisitions, and other transactions involving China, and will be able to call upon the full resources of our offices worldwide,” Mr. Walker continued.

From 1994 to 2003, Mr. Johnson was based in Hong Kong, where he was instrumental in establishing Cravath’s office there. He developed a leading capital markets practice in Asia, primarily representing major investment banks, such as Citigroup, CSFB, JPMorgan, Goldman Sachs, Merrill Lynch and Morgan Stanley, in securities offerings, including IPOs and other equity offerings, investment grade and high yield bond offerings, and sovereign bond offerings. He also has substantial mergers and acquisitions experience. Highlights from his previous experience in China include his roles as:

• U.S. counsel to the underwriters (led by BOCI, CSFB and Merrill Lynch) in the SEC-registered IPO and dual NYSE/HKSE listings of CNOOC Limited, the PRC state-owned oil and gas company.
• U.S. counsel to the underwriters (led by CSFB) in the SEC-registered IPO and Nasdaq listing of Sohu.com, a leading Internet portal in China.
• U.S. counsel to the underwriters (led by Goldman Sachs) in the Regulation S/Rule 144A IPO and HKSE listing of Travelsky Technology Limited, a PRC state-owned provider of information technology solutions for China’s air travel and tourism industries.
• U.S. counsel to the underwriters (led by Goldman Sachs and HSBC) in the SEC-registered IPO and dual NYSE/HKSE listings of Asia Satellite Telecommunications Holdings Limited (AsiaSat), a provider of satellite transponder capacity in Asia.

During his time in Asia, Mr. Johnson also worked on capital markets and M&A transactions in Hong Kong, Australia, Indonesia, Korea, Malaysia, the Philippines, Singapore, Taiwan and Thailand, including representing the underwriters in SEC-registered bond offerings by Indonesia, Malaysia, the Philippines, National Power Corporation (Napocor), and Bangko Sentral ng Pilipinas. He was named a leading lawyer in Hong Kong (Capital Markets) by Chambers Global (2002-2003). Prior to moving to Hong Kong, Mr. Johnson spent six years as a mergers and acquisitions partner in Cravath’s New York office.

Cleary Gottlieb’s Beijing office will be its third office in Asia and 13th in the world. The firm’s Hong Kong office was opened in 1980 and is celebrating its 25th anniversary in November. With the addition of Mr. Johnson and other planned increases in partner and associate staffing, the firm will have more than 35 lawyers resident in our offices in Asia focusing on capital markets, mergers and acquisitions, and restructuring. Many of the firm’s Asia-based lawyers are fluent in Chinese, Japanese or Korean.

“Clay’s extensive experience representing clients throughout Asia on a variety of transactions will be an important asset to us as he works closely with Filip and our other Asia-based partners to expand our already well-established securities and mergers and acquisitions capabilities in Asia,” said Mr. Walker. “We are thrilled that he is joining us.”

Mr. Johnson commented, “Cravath is an excellent law firm, and I expect to remain close to my Cravath colleagues. Recently, I had come to realize that, for both professional and personal reasons, I would like to return to Asia to live and practice for the balance of my career, and Cravath no longer has an office in Asia. Joining Cleary Gottlieb to work in the firm’s Hong Kong and Beijing offices is an incredible opportunity and it was the obvious choice for me,” he continued. “Cleary Gottlieb’s fully integrated network of 13 offices across nine countries will provide me with a platform from which I can pursue my professional objective of developing a leading China practice, and I am very enthusiastic about joining the firm.”

Mr. Johnson received his law degree from the University of Virginia Law School in 1980, where he was a member of the Law Review. He received a Bachelors of Arts degree in Economics from the University of Virginia College of Arts and Sciences in 1977. Mr. Johnson is a member of the Bar in New York, and is proficient in conversational Mandarin Chinese.

For further information, you can contact Richard Lincer at +1 212 225 2560 (New York) or Filip Moerman at +1 852 2532 3789 (Hong Kong). You can also contact Amy Fantini, Media Relations Manager, at +1 212 225 3775 (New York).

About Cleary Gottlieb

Founded in 1946 by lawyers committed to legal excellence, internationalism and diversity, Cleary Gottlieb Steen & Hamilton LLP is a leading international law firm with more than 800 lawyers around the world. The firm was the top Global M&A legal advisor for the first half of 2005, according to Thomson Financial. In 2005, for the second year in a row, legal publisher Chambers and Partners named Cleary Gottlieb the Western Europe Competition/Antitrust Law Firm of the Year, and, also for the second consecutive year, LatinFinance rated Cleary Gottlieb as Best International Financial Law Firm. Most recently, Juve named Cleary Gottlieb as German Law Firm of the Year. The firm has offices in New York, Washington, D.C., Paris, Brussels, London, Moscow, Frankfurt, Cologne, Rome, Milan, Hong Kong and Tokyo. Beijing is expected to open in early 2006.

Biography of W. Clayton Johnson

W. Clayton Johnson, age 50, joined Cravath’s New York office as an associate in 1984 and was elected partner in 1988. Prior to moving to Hong Kong in 1994, Mr. Johnson spent six years as a M&A partner for Cravath in New York.

In 1994, Mr. Johnson relocated to Hong Kong to open Cravath’s office there. He remained in Hong Kong until January 2003, when he decided to return to Cravath’s New York office.

Since his return to New York in 2003, Mr. Johnson has focused on securities and capital markets transactions, principally representing Cravath’s underwriting clients in a variety of securities offerings, including IPOs. His principal underwriting clients in New York are Citigroup and Morgan Stanley, and he has also represented CSFB, JPMorgan and Merrill Lynch, among others. His recent transactions include:

• Representing the underwriters (led by Morgan Stanley and JPMorgan) in the IPO and Nasdaq listing of Cogent, Inc., a fingerprint biometrics company, and in the follow-on equity offering by the company.
• Representing the underwriters (led by Morgan Stanley, CSFB and JPMorgan) in the IPO and NYSE listing of NeuStar, Inc., a provider of essential clearinghouse services to the North American telecommunications industry.
• Representing the underwriters (led by Morgan Stanley, Citigroup and Merrill Lynch) in the IPO and NYSE listing of PanAmSat Holding Corporation, a global provider of satellite communications services.
• Representing the underwriters (led by Citigroup and Merrill Lynch) in the IPO and NYSE listing of Seaspan Corporation, an international containership company.
• Representing Pike Electric Corporation, a third-party provider of outsourced electric distribution and transmission services in the United States, in its IPO and NYSE listing.

Mr. Johnson has played a leading role at Cravath in dealing with new securities law developments, including Sarbanes-Oxley and Securities Offering Reform.

Mr. Johnson received his law degree from the University of Virginia Law School in 1980, where he was a member of the Law Review. He received a Bachelors of Arts degree in Economics from the University of Virginia College of Arts and Sciences in 1977.

He is a member of the Bar in New York and is proficient in conversational Mandarin Chinese.