William A. Wilson III

Tel: +1-212-859-5087

Areas of Concentration/Practice Areas

Finance and corporate law, with a focus on cross-border finance and acquisitions

Employment

Wilson Williams LLC (and predecessor firm), Washington, DC, founding partner, 2005 – present

William W.L. Fan & Co., Hong Kong, consultant, 2005 - present

Wilmer Cutler Pickering Hale and Dorr LLP (legacy Wilmer), Washington, DC, partner, 2001 – 2004

Kelley Drye & Warren LLP, Hong Kong, founding partner, and Washington, DC, partner, 1995 – 2001

Michelin Asia Hong Kong Limited, Hong Kong, regional counsel, 1992 – 1995

Shearman & Sterling, New York and Hong Kong, associate, 1985 – 1992

Yankelovich, Skelly & White, New York, vice president, 1983 – 1985

Bar Admissions

New York, Connecticut, Maryland and Washington, D.C.

Admitted as a solicitor (with full practicing certificate) in Hong Kong

Education

New York University School of Law, J.D., 1983

New York University Graduate School of Arts and Sciences, M.A., 1983

Yale University, B.A., 1978

Ratings and Honors

Rated AV by Martindale-Hubbell

"Legal Leader”, National Law Journal

Walter J. Derenberg Copyright Scholarship, 1982

German Academic Exchange Service fellowship, 1980 – 1981, studied at University of Cologne

Corning Traveling Fellowship, 1978 – 1979, research in Asia, Australia, Africa and South America

Languages

English, Good: French and German; fair: Spanish, Italian, spoken Chinese (Mandarin and Cantonese)

Specialized Finance

Advised a private lender on limited-recourse cross-border secured loans

Advised a Swiss private vessel chartering company on a structured loan facility from a hedge fund

Advised a private lender on enforcement of its security interest in publicly traded equity securities

Advised the Overseas Private Investment Corporation on its loan to a private equity group investing in Latin American power projects

Advised the financial sponsor of an “initial coin offering”

Advised a fund on creation of a repo program for equity securities

Advised the Central American Mezzanine Infrastructure Fund on its acquisition of common stock and preference shares of Panterra Gold (ASX: PGI)

Provided opinion letters under New York and Delaware law on behalf of a major European corporation in its US$2 billion financing

Advised Grassroots Business Fund on multiple portfolio company matters including restructurings of agribusiness projects in Peru and Rwanda

Advised the Overseas Private Investment Corporation on its loan to a specialized fund making microfinance loans

Advised the Overseas Private Investment Corporation on its loan to a private equity group investing in Latin American real estate

Advised an Asian manufacturing company on a proposed loan and investment from the International Finance Corporation

Advised HealthExtras (NASDAQ: HLEX) on its working capital facility from Wachovia Bank

Advised Intersections Inc. (NASDAQ: INTX) on its working capital facility from SunTrust Bank

Advised the Overseas Private Investment Corporation in connection with about twelve secured loans to funds investing outside the United States

Advised lenders in leveraged leasing transactions (satellites, aircraft)

Advised various parties in leveraged buy-out transactions

Infrastructure Financing and M&A

Advised the sponsor of a diesel- fired power project in Honduras

Advised a private equity firm on a mezzanine investment in a Central American company developing a hydropower project

Advised a private equity firm on a mezzanine investment in a Central American company developing a biogas energy power project

Advised a private equity firm on mezzanine investments in multiple biofuels production projects in Central America

Advised a real estate developer on the development of a new city district in China

Advised a private equity firm on a mezzanine investment in a Mexican transportation infrastructure company

Advised a private equity firm on a mezzanine investment in a Mexican port project

Advised a private equity investor on a proposed purchase of a hydroelectric power plant in South Asia

Advised a private equity investor on the purchase of a minority interest in a Latin American telecommunications company

Advised a major US utility on a proposed purchase of a hydroelectric power plant in the Philippines

Advised the local developer of a gas/naphtha power plant in South Asia in the sale of equity to Japanese, US and Australian investors

Advised a consortium bidding for the partial privatization of JNPT new port at Mumbai

Advised independent power developers on projects in India, China and Italy

Advised a private equity firm on its acquisition of a minority position in a Mexican transportation infrastructure business

Advised the controlling shareholders of a Latin American telecommunications company on its sale

Advised an internet connectivity and web-hosting provider on operational and integration issues in Australia, China, Hong Kong, Japan, Korea, the Philippines and Taiwan

Telecommunications, Software, Entertainment and Media

Advised the Skylight group on multiple matters including hosting of New York Fashion Week

Advised Jazz at Lincoln Center, Inc. on establishment of a jazz club in Shanghai and another similar project

Advised Jazz at Lincoln Center, Inc. on orchestra touring contract

Advised an Asian electronics company on United States market entry and hardware/software distribution issues

Advised Hong Kong investors in a California restaurant

Advised a content owner on e-publishing and related marketing issues

Drafted form agreements for telecommunications services provider

Advised a foreign entity on a joint venture in the cinema business in China

Advised an on-line directory business

Advised MTV on a variety of commercial matters, including the development of the Rock Band video game

Advised an advertising sales representative on its contract with a major Hong Kong publisher

Advised a start-up internet content business

Advised an European middleware company on issues in the United States and Chile

Advised a private media group on its acquisitions in Australia and the United States

Advised a CLEC on a variety of financing, acquisition and operational issues in the United States

Advised a leading telecommunications company on acquisitions in Australia, China, Hong Kong, Japan, Kenya, Korea, the Philippines, South Africa, Taiwan and other countries in Asia and Africa

Advised a private media group on acquisitions and integration of companies in Japan, the United States and Hong Kong, and the formation and dissolution of a Singapore joint venture

Advised a consortium applying for a dedicated internet domain name concerning structure and governance of the joint venture

Advised a hardware manufacturer on legal issues in connection with the development of a spin-off entity engaging in integrated content and communications businesses

Advised a leading international media group in connection with corporate, finance, venture capital, employment and other issues in India

Advised the US seller of a French subsidiary in software development and computer consulting

Familiarity with outsourcing transactions

Mergers, Acquisitions and Joint Ventures

Advised a Hong Kong consortium acquiring a multi-branch retail business in California

Advised a broker-dealer on its spin-out and subsequent acquisitions of other broker-dealers

Advised a Brazilian company on its manufacturing and wholesale joint venture with a United States company

Advised an Asian investor in the development of a wholesale and retail strategy in the United States

Advised a private equity firm on the restructuring of a portfolio company

Advised a not-for-profit on the expansion of its activities into Africa

Advised a private equity firm on its acquisition of a majority position in a Korean company in a highly regulated business

Advised a Korean chaebol on due diligence of a Hong Kong target

Advised a telecommunications services company on its acquisition of a government contractor

Advised a Korean manufacturing company on its sale to a Hong Kong private equity fund

Advised a US fund on the sale and restructuring of secured debt in a Mexican company

Advised an investment bank on the sale of its asset management business

Advised an international holding company on the sale of a retail business in Southeast Asia

Advised Provident Group on its sale to International Assets Holding Corporation (NASDAQ : IAAC)

Advised an operating company on acquisitions in Indonesia, China and Korea

Advised a private equity fund on its acquisition of a minority interest in a Mexican company in the financial services sector

Advised a private equity fund on its acquisition of a minority interest in a Korean company

Advised a consulting/government contracting business on the sale of the company

Advised a major private services company on its new business ventures

Advised an Ivy League university on the establishment of its not-for-profit activities in the public health sector in five African countries

Advised a consulting company on its sale

Advised a leading European multinational on the proposed purchase of all or a part of a Korean chaebol

Advised a US company on the establishment of an Asia-wide joint venture for chemicals distribution

Advised a US aluminum company on the licensing of technology to, and investment in, a Chinese rolling mill

Advised a Thai company on (i) the purchase of equity interests in a plastics joint venture from its Japanese and US partners, (ii) the subsequent restructuring of local and international debt, technology licenses and sales and distribution arrangements and (iii) the ultimate sale of the business to a German purchaser

Advised a European manufacturer on the unwinding of Malaysian and Indian joint ventures

Start-ups, Venture Capital and Securities

Advised the general partner of a crypto currency fund

Advised Virtual Control, a start-up in the digitized testing, inspection and certification services industry

Advised a co-working space business on United States market entry issues

Advised a Hong Kong- Australian nautical business on equity structure and contractual matters

Advised a medical concierge business bringing patients from China to the United States

Advised Mountain Hazelnuts Group, a start-up in agribusiness in Bhutan, on general commercial matters, equity fundraising and debt finance

Advised Joinery.com, a web-based real estate leasing platform

Advised a start-up company in the financial services industry

Advised a start-up company in the pharmaceutical sector on general commercial matters and fundraising

Advised a foreign venture capital fund on seed investments in portfolio companies in the United States, United Kingdom, British Virgin Islands, Cyprus and Gibraltar

Advised a start-up company in the engineering services business on general commercial matters, fundraising and immigration issues

Advised a consumer products company in China on fundraising and corporate structure

Advised a private equity fund investing in Russia on fund formation matters

Advised a minority stockholder in a publicly traded United States company

Advised the sponsor of a fund investing in infrastructure assets

Advised a sponsor on the structuring and sale of interests in a portfolio of non-performing loans

Advised a start-up in the foreign exchange trading business

Advised a start-up in the carbon-credit business

Advised a sponsor group on the formation and public offering of a real estate oriented vehicle for international investment

Advised two international banks and related entities on the disposition of a portfolio of venture capital investments

Advised a major European bank on the disposition of a portfolio of venture capital investments

Advised a US not-for-profit on its investment in an Indian technology company

Advised financial and strategic investors on minority investments in companies in Australia, China, Hong Kong, India, Japan, Korea, South Africa and the United States

Advised early-stage companies (alternative carriers, B2B and B2C portals, incubators) concerning corporate structure and financings

Investigations

Investigated fraud and self-dealing by the chief financial officer of a private company

Investigated revenue recognition issues at a publicly-listed major telecommunications company

Investigated revenue recognition issues at a publicly-listed leading distribution company

Investigated internal controls and procedures related to bad assets at a large Asian bank

Investigated FATCA and FBAR issues

Familiarity with FCPA and anti-money laundering issues

Litigation and Arbitration

Advised a Latin American individual collecting expert witness professional fees from a major law firm

Advised preferred holders in a dispute with the controlling party in a Delaware limited liability company

Advised a United States company on employment and shareholder litigation involving fraud, forgery, conversion, negligence and malpractice

Advised a United States company on an arbitration matter involving breach of contract and fraudulent inducement

Advised an Asian manufacturing company in connection with United States intellectual property infringement litigation

Advised an Asian company in collecting trade debt owed by a New York customer

Advised several senior managers at various international companies (located in the United States, Asia and Europe) in connection with compensation and employment matters

Advised an Asian company on enforcement in the United States of an arbitral award

Advised an Asian company in connection with United States law issues in an arbitration before the Hong Kong International Arbitration Centre

Advised an Asian company on novel issues in a AAA arbitration

Advised an Asian company in collecting debt owed by a United States public company

Advised a high net worth individual in a collection matter

Negotiation of issues related to alleged breaches of contractual commitments

Negotiation of claims relating to alleged violations of CSR standards

Negotiation on behalf of alleged debtors/guarantors

Originated and monitored multi-forum litigation concerning the constitutionality of assessments on cotton imports and production

Substantial experience in analyzing, monitoring and managing multi-forum (including cross-border) litigation and arbitration

Familiarity with sovereign immunity issues

Regulatory Law

Advised a broker-dealer on certain regulatory issues

Advised a start-up investment bank on certain structuring and regulatory issues

Advised an Asian manufacturer of over-the-counter medicines on Food and Drug Administration inspection matters

Advised a Latin American family business on United States laws affecting investment in Cuba

Private Client

Advised a senior executive and his team on change of employment within the industry

Advised a senior partner of a consulting company on his move to a competitor

Advised various mid-level executives on severance negotiations

Advised a senior executive on career planning and strategy, including changes in location and industry sector

Advised a senior partner based in Europe on her moves within her industry

Advised various United States and foreign families on wealth succession issues

Publications

Dire Straits? Using IFI Financing in the Post Basle III World, EEI Asian Energy Financial and Investment Casebook (2016)

Is it time to heed Cuba’s call for investment?, fDi magazine (February, 2014)

William A. Wilson III and Elena Ryzhkova, Spotlight: CSR meets VC...   ...in Bhutan, Fall Newsletter of the Asia Pacific Committee of the Section of International Law of the American Bar Association (2013)

The Overseas Private Investment Corporation’s Investment Fund Program, accepted for publication in Private Equity Week (2004)

2020: Can Project Financiers Settle the “Near Frontier”?, Euromoney- Transport Report (2004)

A Review of the Regulations and Factors Affecting Foreign Investment in Key Asian Insurance Markets, prepared for the Inter-Pacific Bar Association Meeting (2000)

Interview with William A. Wilson III for Focus on Global Law Firms, The Metropolitan Corporate Counsel (1999)

William A. Wilson III & Paul Zarnowiecki, Living Dangerously, Best’s Review (2000)

William A. Wilson III & Jurg Gassman, Ph.D., Vietnam - Mixed News for Power Projects, Infrastructure Yearbook (1997)

William A. Wilson III & Charles Dominic Paglee, Power in Nepal, Power Economics (1997)

William A. Wilson III & Jonathan K. Cooperman, 2d Circuit Bars Suits by ‘Offshore’ Corporation, The National Law Journal (1997)

William A. Wilson III, Stuart T. Solsky & Nicolai J. Sarad, Private Power Momentum, Independent Energy (1997)

William A. Wilson III & Alan M. Epstein, Project Finance in Asia, The New York Law Journal (1996)

William A. Wilson III, The Overrated Risks of Asian Infrastructure, The Asian Wall Street Journal (1996)

William A. Wilson III & Anne Falvey, Doing Business in Asia - Key Issues, The Metropolitan Corporate Counsel, (1995)

William A. Wilson III & Anne Falvey, Doing Business in Asia - A Practical Approach, The Metropolitan Corporate Counsel, (1995)

Speeches

William A. Wilson III, Governing Impact Investment Funds: What Have We Learned So Far?, Conference on Legal Issues in Social Entrepreneurship and Impact Investing: U.S. and Abroad, New York, NY, Panelist (June 5, 2018)

William A. Wilson III, Address at the Canadian Council for the Americas in Toronto, Canada, Chinese Investment in Latin America (September 17, 2014)

William A. Wilson III, Address at The Center for American and International Law in Plano, Texas, The Four Questions You Need Answered before Advising on a China Project (June 14, 2005)

William A. Wilson III, Address concerning doing business in Korea at the Cross-Border Investment Committee of the Inter-Pacific Bar Association (2000)

William A. Wilson III, Various speeches in Hong Kong, Shanghai and Singapore to technology audiences focusing on key legal issues for start-up companies and venture capital investors (1998 through 2000)

William A. Wilson III, Address on acquisitions of Korean companies at the Mergers and Acquisitions seminar held by the Center for International Legal Studies (CILS) in Salzburg (1999)

William A. Wilson III, Issues Affecting Mergers and Acquisitions in Thailand, (March 10, 1998)

William A. Wilson III, Address at the AIC Conference on Leasing & Asset Finance in Asia in Hong Kong (September 1997)

William A. Wilson III, Address at the IBC Asia Conference, It’s A Loan, It’s A Bond, It’s Money The Lender Wants To Get Back! (September 30, 1997)

Community Service

Director, The Lowline

Director, Friends Non-Profit Housing Corporation, Inc.

Director, Music for Our Young Foundation Limited (Hong Kong)

Bar Service

Chair, Task Force on the Independence of Lawyers and Judges, New York City Bar Association

Member of the Council on International Affairs, New York City Bar Association

Liaison to the Law Society of Hong Kong and the Hong Kong Bar Association from the American Bar Association Section of International Law

Member of the Asian Affairs Committee, New York City Bar Association