Carol G. Liu
Overview
Clients described Carol as “a great leader,” “a top-notch funds counsel,” having “strong commercial awareness” while being "very detail-driven" and "very responsive, experienced and helpful at all times." Clients praised her "professionalism, calmness and confidence" in dealing with difficult negotiations and noted "her keen market insight, judgment, pragmatism and solution-oriented work style make her stand out." They appreciated her ability to "balance the client's needs with what is commercial and what is appropriate for the highly dynamic market." - Chambers Greater China, Chambers Asia-Pacific, Chambers Global and Legal 500
Carol Liu is a private investment funds partner of Kirkland & Ellis. She routinely advises and leads teams of lawyers advising global and Asian fund sponsors on structuring and forming private investment funds across a wide variety of strategies, including buyout, growth capital, venture capital, fund of funds, private credit, real estates and infrastructure, co-investment funds and separate managed accounts, in sectors across healthcare, TMT, consumer, the financial sector and others. She is frequently called upon to advise clients on delicate sponsor internal issues, such as designing carried interest and other compensation incentives, advising GP stakes transactions and succession planning issues. Clients also turn to Carol on a wide range of complex fund-related transactions, including GP-led restructuring of investment funds, LP tender offers, stapled secondaries, preferred equity transactions and LP portfolio sales transactions, and other complex transactions.
Carol has represented many prominent global and Asian sponsors, including, among others, Ardian, CBC Group, Creador, Eastern Bell, Forebright, GLP, Hidden Hill, Hillhouse Capital, Hosen Capital, IDG Capital, Integral Corporation, Legend Capital, Lilly Asia Ventures, Loyal Valley Capital, LYFE Capital, Orchid Asia, PAG Asia Capital, TPG Asia, TPP, Vertex Holdings and Warburg Pincus.
Carol is ranked as “Band 1” lawyer in investment funds by Chambers Global and Chambers Greater China 2022–2024 and recognized as a “Notable Practitioner” (Investment Funds: Private Equity) in Chambers Asia-Pacific 2021–2024. Carol has also been recognized for several years as a leading lawyer by a number of other reputable legal publications, including Legal 500 Asia Pacific, IFLR1000 and Who's Who Legal.
According to Chambers Asia-Pacific, Chambers Global and Legal 500, She is widely seen as "a great leader," being "very detail-driven" and "very responsive, experienced and helpful at all times." Clients praised her "professionalism, calmness and confidence" in dealing with difficult negotiations and noted "her keen market insight, judgment, pragmatism and solution-oriented work style make her stand out." They noted her recent successes include “funds in the biomedical, logistics, TMT and food and beverage industries."
Experience
Representative Matters
Fund Formations
- Represented Hillhouse, HOPU and SMG in the formation of a US$10+ billion logistics fund
- Represented Warburg Pincus in the formation of its China Fund II and Fund I of over US$6.25 billion
- Represented PAG Asia Capital in the formation of its third flagship private equity buyout fund of US$6 billion
- Represented Orchid Asia in the formation of Fund VIII, Fund VII, Fund VI and Fund V of over US$4.4 billion
- Represented LAV in the formation of its Fund VI, Fund V, Fund IV and Fund III of over US$3.5 billion
- Represented TPP in the formation of its Fund II and Fund I of over US$3.1 billion
- Represented Integral Corporation in the formation of Integral Fund IV and Integral Fund V Series of over US$3 billion
- Represented a prominent PRC technology sponsor in the formation of a technology PE fund of over US$2.8 billion
- Represented CBC Group in the formation of C-Bridge Healthcare Fund V and Fund IV of over US$2.52 billion
- Represented Loyal Valley Capital in the formation of Fund III, Fund II and Fund I of over US$1.7 billion
- Represented LYFE Capital in the formation of Fund IV and III of over US$1.55 billion
- Represented Creador Capital in its first, second, third and fourth Southeast Asia private equity funds of over US$1.5 billion
- Represented Forebright Capital in the formation of Fund III, Fund II and Fund I of over US$1.3 billion
- Represented Integral Group in the formation of US$1.238 billion fourth Japan fund
- Represented Carlyle in the formation of US$1.2 billion third Japan fund
- Represented Eastern Bell Capital in the formation of Fund II and Fund I of over US$1.17 billion
- Represented AGIC in the formation of its US$1 billion Sino-German Fund I
- Represented Vertex Ventures Holdings in the formation of its China Fund V, Fund IV and Fund III of over US$890 million
- Represented Hosen Capital in the formation of US$800 million Fund III
- Represented Long Hill Capital in the formation of Fund 3, Fund 2, Fund 1 Plus and Fund 1 of over US$800 million
- Represented Sherpa Healthcare Partners in the formation of its Fund II and Fund I of over US$650 million
- Represented Jeneration Capital in the formation of US$650 million Fund II
- Represented Dayone Capital in the formation of its first USD fund of over US$630 million
- Represented Ocean Link in the formation of US$580 million Fund II
- Represented Vision Knight Capital in the formation of its US$550 million Fund II
- Represented PAG in the formation of its second growth-focused private equity fund of US$525 million
- Represented Insignia Ventures in the formation of Fund III, Fund II Plus and Fund II of over US$516 million
- Represented HIKE Capital in the formation of its US$300 million Fund III
- Represented Greenwoods in the formation of its US$300 million Fund III
- Represented Nan Fung Group in the formation of a US$300 million US bioVenture fund and a US$200 million China bioVenture fund
- Represented Panacea Venture in the formation of its second USD healthcare fund of over US$276 million
- Represented Lakeshore Capital in the formation of its first and second Thai private equity fund of over US$250 million
LP Representations and Secondary Transactions
- Represented Hosen Capital in the closing of a single-asset continuation fund and the transfer of its existing investment in Kilcoy Global Foods, from Hosen’s USD Fund I to the new continuation fund and Hosen USD Fund III (US$280 million)
- Represented Cathay Life Insurance in multiple LP portfolio transactions
- Represented Kunling Capital in GP-led RMB to USD redenomination transaction and formation of the continuation fund
- Represented Ardian in Project Gutenberg II in the acquisition of portfolio of LP interests and stapled new offering (approx. $750 million)
- Represented Loyal Valley Capital in GP-led RMB to USD redenomination transactions (approx. US$265 million and US$465 million respectively)
- Represented Legend Capital in the recapitalization of LC Fund IV (approx. US$200 million)
- Represented Kinzon Capital in GP-led RMB to USD redenomination transaction (approx. US$80 million)
- Represented a top life sciences fund in a GP-led RMB to USD redenomination transaction (approx. US$80 million)
- Represented Magic Stone in GP-led tender offer of LP interests (approx. US$200 million)
- Represented HarbourVest Partners and other buyer consortium in the acquisition of a portfolio of investments from IDG (approx. US$600 million and US$200 million respectively)
- Represented Bright VC in GP-led RMB to USD redenomination and stapled transaction
- Represented Harvest Capital in the GP-led recapitalization of its existing funds
- Representing Asia-based sovereign wealth funds and several insurance companies in numerous investments in various private equity funds and SMAs
Prior Experience
Proskauer Rose LLP, Boston, MA, U.S.
- Associate, 2006–2010
Massachusetts Appeals Court, Boston, MA, U.S.
- Law Clerk to the Honorable Mark V. Green, 2005–2006
More
Thought Leadership
Publications
Co-author, “New Reporting Rules re Chinese Insurance Companies”, Kirkland Client Alert, May 8, 2018 (with Andrew Wright, Norm Champ and Liyong Xing)
Co-commentator, “NDRC Ruling on RMB Fund”, Bloomberg Private Equity Brief, May 16, 2012 (with Justin Dolling)
Co-author, “RMB Funds – New Shanghai Pilot Program”, Kirkland Private Equity Newsletter, January 2011 (with Justin Dolling and Chuan Li)
Co-author, “RMB Funds – New Rules Permits Investment by Insurance Companies”, Kirkland PEN brief, September 2010 (with Justin Dolling and David Patrick Eich)
Co-author, “RMB Funds – An Emerging Opportunity”, Kirkland Private Equity Newsletter, August 2010 (with Justin Dolling and David Patrick Eich)
Recognition
Ranked “Band 1” in Chambers Global and Chambers Greater China, 2022–2024
Recognized as a “Notable Practitioner” (Investment Funds: Private Equity) in Chambers Asia-Pacific, 2021–2024
Recognized as “A-List Visionaries (International)” in China Business Law Journal, 2023–2024
Recognized as a Leading Individual in Legal 500, 2021, 2023–2024
Recognized as a “Leading Lawyer” and “Highly Regarded” in IFLR1000, 2012, 2020–2024
Recognized as a “IFLR Woman Leader” in IFLR1000, 2022–2024
Recognized as a “Global Leader” in Who's Who Legal, 2023
Recognized as “A-List China’s Elite Lawyers (Foreign Firms)” in China Business Law Journal, 2022
Recognized as a “National Leader” in Mainland China & Hong Kong SAR in Who's Who Legal, 2022
Recognized as “Investment Funds Lawyer of the Year” in Euromoney APAC Women in Business Law Awards, 2022
Recognized as a Leading Lawyer in Who’s Who Legal, 2020–2021
Recognized as a Leading Individual in Chambers Asia-Pacific, 2015–2021
Recognized as a Leading Individual in Chambers Global, 2014–2021
Recognized as an Up-and-Coming Individual in Chambers Asia-Pacific, 2013–2014
Credentials
Admissions & Qualifications
- 2013, Hong Kong, Solicitor
- 2005, Massachusetts
- 1999, People's Republic of China (non-practising)
Languages
- English
- Mandarin
Education
- University of North Carolina School of LawJ.D.with Honors
- Central China Normal UniversityMaster of Law
- Central China Normal UniversityB.A., English