Solicitors governing body: Ministry of Justice
Competition authority: Vietnam Competition Authority
Financial regulator: State Securities Commission (SSC)
IFLR1000 ranking categories:
Energy and infrastructure (published June) – Energy and infrastructure
Financial and corporate (published October) – Banking and finance, Capital markets, M&A
Vietnam is an ex-colony of the French empire and the two countries have strong ties, with the legal market no exception. The legal system is based on socialist legal theory and is influenced by the French civil law system, as a result French law firms have a clear presence in the market.
The market is a mix of local practices, Mekong regional outfits and international firms. Cooperation among local law firms reached another level when five local legal practices in Vietnam combined to create the LawTeam Alliance in August 2015 to facilitate further development of the legal market through training and sharing of resources.
Some other local firms formed alliances with global names, such as Frasers Law Company with Herbert Smith Freehills and LVN & Associates with Watson Farley & Williams, replacing its alliance with Orrick Herrington & Sutcliffe.
International firms present in the market include the likes of Freshfields Bruckhaus Deringer, Baker & McKenzie, Allen & Overy and Allens, while others such as Clifford Chance, DLA Piper and Shearman & Sterling adopt a fly-in-fly-out approach rather than committing to an office on the ground.
The country is becoming friendlier towards foreign investment following amendments to Vietnam’s enterprise and investment laws, and talks to sign the Trans Pacific Partnership (TPP) and free trade agreement with the European Union. If successful, international companies will be able to invest in the country through simplified procedures.
Candy Chan - Journalist - Asia-Pacific
Baker & McKenzie’s s Vietnam office has experience in energy, mining and infrastructure.
The firm advises developers, government bodies, engineering and architectural consultants, contractors and subcontractors on various infrastructure projects. Its clients include multinational corporations like Bechtel, Bilfinger Berger, Caterpillar, Enron, Hopewell Group and Siemens.
Highlight work in the past 12 months includes a multi-billion deal advising Long Son Petrochemical on long term gas supply contract; a $108 million loan for Vietnam Electricity Group (EVN) to finance the construction of the Lai Chau hydropower plant; and, a $2 billion deal advising Major North American Electric Technology Group on the development of a wind project in the country.
Duane Morris energy and infrastructure practice has an established reputation in the regional energy sector, in countries including Singapore, the Philippines, Indonesia, India and Vietnam. The team’s work includes handling the development, financing and management of projects and infrastructure matters. The firm’s experience covers a range of work from electricity market reform to PPP (public private partnerships).
In the past 12 months, the firm advised a global energy and marine group based in Singapore on a $250 million project in Myanmar and acted for Prolignis Energie Consulting on a $100 million large-scale biomass power plant project in Vietnam.
Established seven years ago, EPLegal was formed from an upstream oil and gas consultancy service company in Vung Tau City. The firm has not deviated far from its foundations in oil and gas, but has expanded its services into oilfield service transactions and disputes among other areas within the energy sector. The firm represents leading oil and gas operators and contractors, as well as companies operating in other heavy service industries in Vietnam.
A new partner, Nguyen Van Cuong, joined the firm in 2016 from Vina Capital.
A highlight for the firm was its advice to Aquaone on development work for the Hau River water treatment plant project. It also represented Song Hinh Hydropower on the contracts to construct drainage tunnels in a hydroelectric project in Upper Kon Tum, the first project to run under the implementation of new laws on construction, bidding and investments.
Established in 2004, Frasers Law Company has a strong focus on infrastructure development and energy work. It has experiences in power generation, telecoms, ports and water treatment projects and BOT (build-operate-transfer) projects. The firm has also worked on oil and gas, mineral exploration and extraction, clean development mechanism (CDM) and certified emission reductions (CER) work.
The firm’s recent work highlights are confidential at present.
LNT & Partners is known for infrastructure work. Its clients include Toshin Corporation, Takashimaya Corporation, Vietcombank and Binh Son Oil Refinery.
Recent work highlights include a $1 billion PPP (public-private partnership) to develop a walkway and shopping centre at in Ho Chi Minh’s central business district.
Regional firm, Tilleke & Gibbins bases its projects and energy practice team in Vietnam. The team works closely with its projects group in Bangkok.
Tilleke & Gibbins has expanded its exposure globally recently, opening its seventh office last year in Phnom Penh. It is part of a number of international network, including Lex Mundi, Multilaw, SCG Legal and Transatlantic Law International.
The firm has acted on a number of confidential deals in oil and gas, social infrastructure and port sectors.
Managing partner Tuan Anh Phung and partner Kent Wong are the key contacts of the mining, energy and infrastructure practices at the firm.
The firm represents a range of clients - multinational corporations with operations ranging from manufacturing to financial services, logistics to health care, telecommunication to consumer products.
In the past 12 months, it advised on a $200 million waste-to-energy project in Hanoi to design, construct and operate a privately-held waste-to-energy plant processing 1500 metric tonnes a day of municipal solid waste.
In wind energy, it acted for Blue Circle on Thuan Nhien Phong Wind Farm project with the total capacity of 60MW.
VILAF has a sizable team looking after energy, infrastructure and projects, which cover development and project financing.
The firm advises industry players in the region including Marubeni Corporation, J-Power, Chevron, Shell, Petronas, EDF, Sumitomo Corporation, Marubeni Corporation – KEPCO consortium, China Southern Power Grid International, IMPSA, Alcatel, Qualcomm, Hong Kong Telecom, CPECC, KrisEnergy, BHPB Petroleum, Mubadala Petroleum, GE Oil and Gas, Talisman Energy, Murphy Oil, CPECC, Mitra Energy, GS E&C, First Pacific.
In the past 12 months, the firm acted for Thai-based oil and gas company, PTT, on the development of the $22 million Nhon Hoi refinery project in Binh Dinh. Another significant highlight was advising Sumitomo Corporation on the $2 billion project to develop two 600 MW thermal power plants.
Vision & Associates is strong independent Vietnamese firm that sits at the top of the legal market. It has worked on large transport, energy and telecommunication project developments.
Highlights from the past 12 months include the $1 billion Dau Giay-Phan Thiet Expressway project, advising the government of Vietnam in the preparation and bidding for what is a pilot PPP (public-private partnership) in the toll road sector; and a multi-billion deal in relation to the joint venture between a Vietnamese company and an offshore company for the construction and operation of an entertainment complex. Looking forward, the firm is involved in a $48 million deal to represent Vinaconex Water Supply in financing the construction of a water supply pipe in Hanoi.
Allen & Overy is a reputable firm in the Vietnam market and receives plenty of praise from clients: “Allen & Overy's M&A team has been extraordinary. I have worked with them both in transaction execution and on other less formal matters. They always provide superior service and have an excellent understanding of the country and market. Further, their M&A practitioners are sensible and commercially minded, which is a bonus in M&A negotiations.”
On the project finance front, the firm advised on the Vinh Tan 1 project, the Chinese-sponsored and financed independent power projects (IPP) closed in Vietnam on a limited recourse basis.
In the capital markets, the firm advised Credit Suisse on a number of transactions marking the first time an offshore lender took security over receivables generated from portfolios of Vietnamese contracts. It also advised several foreign banks in negotiating a security agreement with the Vietnam Securities Depository to appoint it as a security agent to manage collateral over listed securities for the lenders’ benefit.
The firm’s reputable M&A practice has been involved in a number of high-profile deals despite 2015 being a slow year for the market. The firm represented Kinh Do Corporation on its $370 million sale of an 80% stake in its confectionery business to Modelez International, in one of the largest M&A transactions in Vietnam to date.
Other work saw the firm acting for KKR on its divestment of shares in Masan Consumer as well as for Gaw Capital Partners on its $21.2 billion joint venture to develop an 86-storey observation tower in Ho Chi Minh City.
This newly established law firm, located at Ho Chi Minh City, was founded by two experts in Vietnamese law. Christian Scharfer is a former head of corporate and M&A at Hogan Lovells in Vietnam, and Minh Duong is a former senior associate at Allens.
“The Vietnamese local counsels gave very detailed analysis of the local legislation, and provided comprehensive advice on the features of Vietnamese law. The firm provides a better picture of the regulatory issues in Vietnam, and are responsive and offer advice in a timely manner,” says one client who worked with the banking and finance team.
The firm is focused on medium-sized M&A transactions, and is experienced in advising on start-up and venture capital matters. Another client comments on the capacity of the firm: “It handled the international elements well. In a deal where French law and Japanese law were involved, it managed to advise on foreign legal matters and therefore saved my fees for hiring additional law firms. It is quite professional and rigid on its interpretation of Vietnamese law. Its lawyers are good at both Vietnamese and English law. The lawyers provide good English and Vietnamese translations for documents”.
There is individual praise for founding partner Minh by one client: “I worked with Minh on a few large deals in the past before he set up his own law firm - Asia Counsel. Asia Counsel offers a cheaper price but the same high quality of work that is more personalised as I now work directly with the partner.”
In the capital markets, highlights include advising Vietjet Aviation, Vietnam’s only private commercial airline, on its proposed $300 million IPO; and advising shareholders of VinaSecurities, a Vietnamese securities firm, on the proposed sale of all shares in the company. In a confidential yet innovative matter, the firm worked on new product offerings in Vietnam, such as margin trading and derivatives trading. It also advised a listed issuer on structuring a redeemable convertible loan product that was novel to the market.
Moving to the key strength of the firm, its M&A practice, highlights include advising Deutsches Haus, a developer, in a $100 million PPP style development of the German House on all contractual and legal aspects of the project, such as construction and financing matters; and advising a Thai consortium on a £50 million investment into a European soccer club.
The firm was also active in start-up and venture capital work last year too. The team advised Lozi, a food ordering start-up, on all aspects of its series A funding from Golden Gate Ventures and Designone Japan; it advised Yello Mobile on its majority acquisitions of Cleverads, an online media company, and Websosanh, an online price comparison company; and advised the Apple Tree Group on the acquisition of a start-up company that sells fashion online.
ATS has its headquarters in Hanoi and another office in Ho Chi Minh City. This local law firm is associated and worked in co-operation with international institutions such as World Mediation Organisation, Grant Thornton Vietnam and Garfield Law Group in Washington DC who collaborate with the firm. The firm has a particular focus on corporate, business restructuring, M&A, foreign investment projects and banking and finance.
During the research period, ATS Law was active for lenders in banking and finance . The lawyers acted for Vietcombank on $50 million loans to DPV Developing Property for the Vinpearl Villas & Resort 2 development project, and on a $90 million loans for the Ky Dong Road Project (BT Project) and 02 Reciprocity Project. The Bank for Investment and Development of Vietnam (BIDV) was another lender client. On the borrower side, the firm advised Vietnam Abrasives Company in the execution of a loan agreement and a standby letter of credit (SBLC) facility regarding mortgaging the contribution capital of the company, provided by Export- Import Bank of India (Eximbank India).
In the M&A space, highlight deals involved a degree of cross-border elements. The team advised Focus Travel and Trading Company in the transaction of transferring all 1 million shares in Hai Au Aviation to an individual buyer. In a series of confidential deals, ATS Law assisted a Japanese Company in its acquisition of a Vietnamese company; advised sellers in the transfer of sellers’ ordinary shares in the company to a Chinese company; and assisted a Vietnamese real estate investor in transferring all the shares of its project company to a Korean company.
Audier Partners has had a busy year including a couple of high-profile transactions in the M&A space.
In banking and finance, highlights of the past 12 months include assisting a major international bank and other lenders on a $250 million secured syndicated loan to Petro Vietnam to provide funding in connection with the Dung Quat refinery. In a separate transaction, it acted for the lenders on a $130 million financing for a port operator in Vietnam to refinance its debt and finance a port terminal in the South of Vietnam.
In the capital markets, Audier has been active in advising international investment banks in a number of banking, finance and securities transactions. A noteworthy deal was advising the Government of Vietnam on a $1 billion sovereign bond offering which would be listed on the Singapore Stock Exchange, This was the country’s first sovereign bond issue since 2005. The firm also advised a foreign investment bank in relation to a potential subscription of dollar denominated convertible bonds from a Vietnamese listed utility company.
In M&A, one eye-catching deal saw the firm work for Casino Group on the sale of Big C Supermarket in Vietnam to Central Group, a family-owned conglomerate in Thailand with interests in real estate, department stores, retailing, hospitality and restaurants. After the deal, the firm continued to work for Casino Group in various corporate issues as well as in the distribution sector for the development of new supermarkets and commercial centres throughout Vietnam.
Clifford Chance’s Vietnam practice is served by a number of offices in the firm’s network, the team regularly advises on major project financings and receives a lot of praise. One client says: “Even though the IPPs in Vietnam are exposed to uncertainties with legislation and regulatory issues, the law firm identifies the key bankability issues not only from the legal perspective but also commercial ones for the benefit of lenders. And it also contributes so much to defining the way forward to tackle down key issues based on its extensive knowledge in industry and country.”
It continued to advise on on-going projects including recently advising KEXIM and KSURE in the financing of a 1200MW coal-fired IPP in the Nam Dinh province and JBIC and KEXIM in the financing of a 1200MW coal-fired IPP in Nghi Son, Vietnam.
The firm also advised on a number of aircraft financings and leasing for Vietnamese airlines.
DLA Piper’s Tokyo office also oversees the firm’s Vietnam practice. Headed by partner Lance Miller, the firm has expanded in the past 12 months and participated in a number of Vietnam-related pro bono activities. For example, it worked for Kaleidoscope Human Rights Foundation to draft civil society reports to the UN Human Rights Committee on LGBTI rights under the ICCPR, ICESCR and CEDAW. It also assisted UNDP and UNAIDS to draft a report on protecting the rights of women living with HIV/AIDS in healthcare settings in South East Asia, including Vietnam.
In financial and corporate mandates, although most of which are kept confidential, the firm represented HCL Technologies in the joint venture with CSC.
Duane Morris Vietnam has a strong reputation for general corporate work, including banking and finance and the related areas of project finance, energy and infrastructure. The team on the ground in Vietnam is located in Hanoi and Ho Chi Minh City and led by partners Oliver Massmann and Giles Cooper. It is supported by two special counsels Pham Bach Duong who joined the company last year and Hoang Minh Duc.
The firm assisted an international shipyard group in purchasing shares of Song Cam Ben Kien and worked on the establishment of two 100% foreign investment companies.
It also advised an American accessories designer and manufacturer with its acquisition of a startup, Misfit, an innovator in wearable technology.
Elsewhere, the firm acted for a global leader in merchandise availability solutions on intra-group loans by the shareholder and the different parent company’s entities to the Vietnam subsidiary.
EPLegal is a veteran in the oil and gas industry and has knowledge of laws related to finance, M&A, real estate, corporate and investment activities. The firm hired a new M&A partner Nguyen Van Cuong, former legal director of HB Group, to bolster the department.
The banking and finance practice of EPLegal is strong. In a flagship case, the firm advised Sumitomo Mitsui Banking as financial advisor of Long Son Petrochemical, on a governmental guarantee for a $4.5 billion loan facility for the Leong Son refinery project. It is the first time a government guarantee is provided based on a corporate structure. Other deals include advising the leading bank in a replacement loan facility of over $100 million for borrower PVKEEZ in relation to a financing for a FPSO; advising An Bing Commercial Joint Stock Bank (ABBank) and Saigon Offshore Fabrication and Engineering (SOFEL) on a capital funding of $20 million for vessel construction contract between the bank and the borrowers. The firm had also acted on several vessels construction project financing works.
In the M&A space, the firm acted for Phoenix Securities on the transfer of its shares from existing Vietnamese owners to a Chinese individual owner of a security company. EPLegal also acted as legal counsel for Vietnam National Oil and Gas Group (PVN) on a joint venture agreement with foreign shareholders of NSRP. The NSRP project is a mega refinery and petrochemical complex and is a joint-venture project sponsored by four corporations: PVN, Kuwait Petroleum International, Idemitsu Kosan , and Mitsui Chemical.
Frasers Law Company saw the departure of partner Nguyen Thi Lang last year but the firm remains a key player in Vietnam’s legal market. One client says: “Frasers is responsive and provides clear, concise advice that I can readily share with the business.” Another says: “Through its highly skilled legal team, Frasers Law Company provided us with sound and commercially oriented advice on various corporate matters, from setting up a joint venture to a proposed M&A in a highly restricted industry.”
The banking and finance team advised both borrowers and lenders on high profile and complex projects across various industry sectors. All work is confidential.
In the capital markets, the firm has been active in dealings with global investment banking and securities firms, government institutions, finance leasing companies, credit institutions and foreign and local banks.
In M&A, the firm’s strongest practice, the team has worked on 48 transactions in the past 12 months, although all the deals are confidential.
Freshfields Bruckhaus Deringer has strong experience and knowledge practicing in Vietnam since the firm set up its Hanoi office more than two decades ago. One staffing change saw Don Stokes relocate from the firm’s Tokyo office to Vietnam.
One client says: “Outstanding support from a committed team. Freshfield's technical skill, efficiency, and tact handling the lender and client groups were all key elements in making our complex deal happen.” Another client particularly complimented partner Milton Lawson for his work on M&A transactions, he says: “Legal advice in Vietnam is a challenge, it is a complex jurisdiction and system. Milton Lawson at Freshfields is bridging this gap with a solution oriented approach.”
In banking and finance, apart from a number of confidential mandates, the firm remains active advising foreign banks operating in Vietnam and foreign investors in local banks on a broad range of regulatory banking and finance issues.
In capital markets, the firm continued to be active in advising international investment banks, including Goldman Sachs, Bank of America Merrill Lynch, Morgan Stanley, Credit Suisse, Citigroup and HSBC on international and Vietnamese securities markets deals, both equity and debt and hybrids, on the structuring and offering of derivative products, and the acquisition and disposal of Vietnamese securities.
In M&A, the firm advised Metro Group on the sale of its Cash & Carry wholesale operations in Vietnam including all 19 wholesale stores across the country and the related real estate portfolio for €655 million to Thailand-based TCC Holding.
Jipyong Vietnam Law is a subsidiary of Jipyong in Korea. Jipyong Vietnam established its headquarters in Ho Chi Minh City in 2007 and its Hanoi branch in 2009. Many of the firm's highlight deals cut across Korea and Vietnam and involve its M&A and banking and finance practices.
On the banking and finance side, Jipyong Vietnam advised Hibrand Vina on refinancing the company’s previous Korean project finance of $36 million by mortgaging assets in Korea and Vietnam. Again on the borrowing side, the firm advised LG Electronics Vietnam on its loan of $20.6 million, with a guarantee from its parent company LG Electronics, from Joint Stock Commercial Bank for Foreign Trade of Vietnam.
In M&A, Jipyong Vietnam advised Emart on acquiring the commercial centre development project from City Land Investment for $26 million; and advised Mirae Asset Securities (HK), a subsidiary of Mirae Asset on purchasing 51% equity of Mirae Asset Securities (Vietnam) .
Latham & Watkins Vietnam team is led by the partners Joseph Bevash and Stephen McWilliams, and is further complemented by the 30-strong project finance team, as well as the capital markets team across Asia.
In the past year, the firm advised Nord Anglia Education Finance in its term loan facility for its acquisition of BIS Vietnam, a K-12 educator with four private schools located in Vietnam.
It also advised International Finance Corporation (IFC) and the Government of Vietnam in connection with structuring and overseeing the tender process for the 2x 600MW Nghi Son 2 coal-fired power project in Thanh Hao, Vietnam.
The firm was involved in two other coal fired power projects, namely the Nam Dinh Coal-Fired Power Project and the Mong Duong II Coal-Fired Power Plant.
Leadco’s key practices are M&A as well as banking and finance. Clients are happy with its work and one says: “The firm has a professional legal team who coordinates with us and ensures seamless handling of our litigation matters in a timely and responsible manner.”
Another client says: “It is very thorough in its approach and has put in lot of effort to go through every document we submitted to ensure it puts in valid arguments.”
Highlights saw the firm represent Vietnam Lottery One Member Company in the negotiation of a business cooperation contract with Malaysian investor Berjaya Corporation to invest and operate a computerised lottery project in Vietnam.
Energy and infrastructure is Lexcomm Vietnam’s core practice, but the firm is also focused on banking and finance as a key area of growth and its project banking and PPP projects work is also strong. On the corporate side, the firm offers assistance for international corporates seeking to acquire Vietnamese target companies.
In banking and finance, the firm advised a project sponsor on an engineering, procurement and construction (EPC) contract in relation to a coal-fired power project. The firm also advised Majinvest as lender, on commercial land and convertible loan arrangements and foreign exchange controls issues under the laws of Vietnam.
Lexcomm was active in some M&A transactions last year and acted as international and Vietnamese counsel for Bai Dai Waste Water Treatment and project developers in structuring a build and transfer (BT) project to construct a waste water treatment plant. The total investment capital of the project was over $50 million. In an acquisition deal, Lexcomm advised the buyer, a leading international private equity fund, on a diverse portfolio of hydroelectric power projects in Vietnam. Daiwa Securities approached Lexcomm for its proposed acquisition of further shares in Saigon Securities Investment (SSI), a listed securities firm on the Ho Chi Minh Stock Exchange, and insider trading issues under new securities regulations in Vietnam.
Lexcomm’s practices also stretch across the restructuring space. An example includes advising leading commercial banks on debt restructuring matters of a Vietnamese corporation and on issues in relation to proposed secondary offerings and syndicated loan facilities.
The Vietnamese firm LNT & Partners has a number of busy practices in banking and finance, M&A, energy and infrastructure. Its chief partners are Net Le, Hong Bui, Quyen Hoang and Bing Tran.
Last year, the firm won a number of international and domestic banks and investors as clients for its financing transactions.
The firm was involved in M&A deals in the pharmaceutical industry acting on the seller's side.
Another deal saw the firm act for Panko Corporation’s subsidiary Panko Vina, which runs a factory at My Phuoc industrial zone in Vietnam, in connection with a 75% purchase of shares by a Korean buyer.
The firm also acted for Toshin Development in relations to bid an infrastructure project in conjunction with the first metro project in Vietnam.
Luatviet was founded in the late 1990s with offices in Ho Chi Minh City and Hanoi. The partner team is comprised of two M&A specialists, Tran Duy Canh, and Ha Dang Quang, and a corporate expert, Tran Thi Ngoc Linh.
In the past 12 months the firm acted as local counsel for Johnson Controls on the acquisition of CBRE. The transaction involved 49 jurisdictions across Asia-Pacific, Europe, and the US. It advised P&G Indochina on restructuring issues of the company’s investment in Vietnam; and acted for Nam Long Investment, a well-known real estate development in Vietnam, on a capital purchase agreement concerning a real estate project in Ho Chi Minh City. The deal took place soon after the new Investment Law had come into effect where little guidance was available on execution decrees. Luatviet also acted as local counsel of Brandtone in the establishment of the company’s subsidiary in Vietnam, especially in assisting with legal procedures to obtain necessary licenses and approvals according to the underdeveloped Vietnamese law.
Mayer Brown JSM in Vietnam is described by one client as “practical and knows very well the local regulations”. Another client says: “The firm's advice is provided in very timely manner and based on a deep understanding of our company's risk preference, our company approval system, our industry and the country where we do business. So, their advice always covers what we really would like to know. The firm is also very client-oriented and very eager to have a meeting with us to understand our latest business status, which also prompts us to understand each other.”
The firm counts the likes of Jardine Matheson, Mitsubishi, Chevron, GDF Suez, Mitsui, Marubeni, Wal-Mart, WPP and San Miguel among its clients.
During the research period, the firm advised Cassia Investments in a $5.5 million Series A minority investment in Kafe Group, a F&B chain in Vietnam with over 20 restaurants. It also advised Development Finance Asia on a greenfield project to establish an equipment leasing business on a “rent to own” basis in Myanmar.
Ms. Hikaru Oguchi is the partner in charge of the Vietnam office of Nishimura & Asahi in Ho Chi Minh City. The firm is the first Japanese firm to expand and make a presence in the country as Japanese business gets increasingly active in Vietnam in the past decade. Staff changes saw the addition of Nguyen Manh Cuong and Nguyen Hoang Ly earlier this year.
Apart from confidential mandates, the firm has been involved in a wide range of matters and industries, including M&A, business entry, corporate finance, urban development or real estate, environmental matters, crisis management, dispute resolution, and insolvency law.
The firm has acted for and advised Japanese government agencies with respect to large-scale projects it sponsored, which include Japan International Cooperation Agency, Japanese Ministry of Economy, Trade and Industry, Japan External Trade Organization and Japan Oil, Gas and Metals National Corporation.
PBC has a Ho Chi Minh City head office, and a Hanoi office. Tran Thanh Hai is the managing partner; and Benjamin Yap is the senior partner in banking and finance and M&A. The firm sits on both UOB and Bangkok Bank’s panel.
The firm covers a range of banking and finance work, from mortgages, inter-bank transactions, loan transactions, fraudulent instructions, factoring agreement to indemnity and guarantee issues. Last year, PBC advised Bangkok Bank on a $60 million loan agreement to Metro Cash & Carry Vietnam; and assisted United Overseas Bank in preparing a mortgage agreement to Lead Group where the loan was secured by land use right, construction and future assets of the company. It also provided legal opinions on loan agreements for Thang Long Textile Company who borrowed from UBS Switzerland under Vietnamese law.
As to its M&A practice, the firm picked up a number of work from the buyer’s side. It advised OCK Group on the share purchase agreement in its $50 million acquisition of Southeast Asia Telecommunications and its subsidiaries from Vietnam Infrastructure; and assisted with the merger agreement and the licensing procedures for Carlsberg in its merging with Southeast Asia Brewery, and the equity of Carlsberg after the $32 million merger. It assisted ABA Business Solutions in the share purchase agreement and the shareholder agreement in the $7.3 million acquisition of shares in Professional Logistics ETC Joint Stock. It also assisted Mekong Capital with the licensing procedures and the share purchase agreement in the acquisition of shares in ABA Business Solutions for $6 million.
Rajah & Tann LCT Lawyers has boosted its capacity in M&A by hiring partners Nguyen Thi Hong Thang and Dr Hoang Thi Thanh Thuy. The past 12 months has seen the firm’s involvement in a number of M&A transactions, totaling over $3 billion. The firm works closely with other member firms of the Rajah & Tann Asia network for multi-jurisdictional ASEAN investments.
Its network and capabilities make them win over a number of real estate and construction companies, such as Kajima Corporation, Bureau Veritas and Mizuho, as well as developers like Keppel Land, Mapletree and CapitaLand.
Highlights include representing Novelis’ action to enter into a $1 billion multi-currency, senior secured revolving credit facility with Wells Fargo Bank.
Russin & Vecchi is active in all financial and corporate practice areas in Vietnam. Its banking practice, in particular, has been busy in restructuring work, and other transactions related to security interests, subordination of shareholders' funding, as well as regulatory issues involving State Bank of Vietnam registrations.
Despite the slow capital markets in the past 12 months, the firm has acted for Sumitomo Mitsui Banking Corporation on matters related to the trade of derivatives and other investment products. Since there is clear derivatives framework in the country, the work is particularly challenging.
In M&A, the firm regularly represents both sellers and buyers in the acquisition of strategic shareholdings by foreign investors in large state-owned enterprises. A highlight saw the firm act for PTI on the sale of 37.2% newly issued shares to Dongbu Insurance, the first M&A deal in the insurance industry after the Ministry of Finance issued new regulations on sale of shares to strategic investors.
Tilleke & Gibbins entered Vietnam's market as the first foreign law firm to be licensed to operate by the Vietnamese government in 1992. The team is experienced in advising foreign clients in M&A matters, such as joint-ventures, negotiations with local government agencies, and giving advice on corporate structure.
Work highlights in M&A include advising POSCO, a Korean steel-maker, on a partial equity acquisition from Kippon Steel, a leading Japanese steel producer, of a steel processing and port project that had a total registered investment capital of over $1 billion. The deal was part of the unwinding of joint investments between these two South East Asian steel companies. Among the many acquisition transactions the firm worked on in the past year, it assisted the American apparel company, Fruit of the Loom (Union Underwear Company), in its acquisition of land to develop a custom-built factory in Vietnam, as well as advising on the setting up of a local entity, Fruit of the Loom Vietnam. The firm acted as external counsel for Marriott on various legal matters in the hotel operations in Vietnam. The team also worked on several incorporation matters and company structuring including the establishment of a wholly foreign-owned entity and representative office set up. Its clients include: Levi’s Vietnam, Kenya Airways, Gap International Sourcing, RSH Vietnam, and CIMC Vehicle Investment.
M&A is VILAF’s largest practice and the firm has a good reputation in the market. One client says the firm is able to work well within the “dynamic and revolving environment of Vietnamese law”, while another says the team performs “outstanding work with good sensitivity to legal and political reforms in Vietnam”.
The firm’s banking and finance team regularly advises financial institutions in both regulatory matters and prominent financing deals, especially in the financing of infrastructure, residential or energy projects. In one highlight, the firm acted for the arranger for the financing of the Vung Ang 2 build–operate–transfer (BOT) power project.
In the capital markets, the firm acted for key clients including Vincom, Kris Energy, Vinaconex, ANZ, and Dragon Capital in matters including IPOs, dollar denominated bond offerings, convertible bonds and de-listings of companies.
M&A deal highlights include advising on the acquisition of food business of conglomerate Kinh Do Corporation by Mondelez International, this is the first deal in Vietnam in which a foreign investor acquired a controlling interest in a listed company. Elsewhere, the firm advised VMS Investment and Chow Tai Fook in the acquisition of a controlling interest in the South Hoi An casino, hotel and residential integrated project in Vietnam.
Vision & Associates has strong government ties in providing legal advisory services to government agencies such as Ministry of Finance (MoF), State Securities Committee, and Vietnam Securities Depository.
The firm has been stable enough to keep its business in the midst of a difficult year due to economic and geopolitical factors.
It advised Ministry of Transport for project management unit 1 in the preparation and bidding of a pilot Public-Private Partnership (PPP) transaction in the toll road sector, namely the Dau Giay-Phan Thiet Expressway Project.
Vision and Associates (V&A) is among the few law firms in Vietnam that provide advisory services to the relevant government agencies such as the Ministry of Finance (MoF), State Securities Committee, and Vietnam Securities Depository. The firm’s banking and finance team was most busy in the past 12 months.
The firm secured a number of high-calibre banking and finance deals with international elements. Vision and Associates was engaged by the Project Management Unit 1 of the Ministry of Transport in the $1 billion Dau Giay-Phan Thiet Expressway PPP project (DPEP) as the local legal advisor working closely with the financial transaction advisor and the World Bank. The World Bank is supporting the government of Vietnam in the preparation and bidding of the PPP project, where V&A’s role was to achieve financial closing of the transaction. Elsewhere, the team advised a local borrower on all legal issues related to a $500 million foreign loan from a group of Japanese Banks as the lenders. It also advised a Japanese bank as the lenders of a multi-hundred million loan to a local subsidiary of a major foreign corporation.
In the capital markets, V&A advised a group of potential South Korean investors in its participation in equity investments in Vietnam; and assisted a South Korean private equity fund in the enforcement of a security transaction.
As for M&A, the firm assisted a significant local company in a multi-billion joint venture with an offshore company in the setting up and operation of an entertainment complex in Vietnam.
YKVN has advised on most of the sales of strategic stakes in large state-owned companies that have occurred since 2007. Staffing changes during the research period include the hire of two counsels, Tran Quang Chuc and Nguyen Nam Hung, respectively from Masan Group and Techcombank.
In the finance space, the firm represented lenders China Construction Bank Corporation, Export-Import Bank of China and Industrial and Commercial Bank of China in connection to the $1.4 billion financing for the Jak Hai Duong thermal power plant project.
In the capital markets, the firm advised the joint lead managers on an international bond issue by the Vietnamese Government. The bonds will be listed on the Singapore Exchange.
In the M&A space, deal highlights include work for Masan on the $1.1 billion acquisition by Thailand Singha Asia of a 25% stake in Masan Consumer Holdings and a 33.3% stake in Masan Brewery. Elsewhere the firm advised Power Buy in the acquisition of a 49% stake in NTK New Solution and Technology Development, the deal allows the buyer to expand its electronics retailing operations in Vietnam.
Since opening offices in Ho Chi Minh City and Hanoi respectively in 2012 and 2014, the firm has expanded in a range of corporate and commercial work across industry sectors.
One client says: “Zico has a great and dynamic team, it is very client focused and extremely knowledgeable about the laws in Vietnam especially pertaining to real estate.”
Its managing partner in particular has received praise: “It has good insights into the evolution of the laws as it works with many leading real estate developers and its Managing Partner David Lim is one of the top real estate lawyers in Vietnam.”
In banking and finance, the firm assisted local and foreign banks and financial institutions, and borrowers and other clients, including insurance companies, hedge funds and corporates, on all aspects of structuring, negotiating and documentation of all types of banking and finance transactions.