Vietnam

Reviews

Practice area

IFLR1000 Reviews

Overview

Solicitors governing body: Ministry of Justice

Competition authority: Vietnam Competition Authority

Financial regulator: State Securities Commission (SSC)

IFLR1000 ranking categories: 

Financial and corporate (published October) – Banking and finance, Capital markets, M&A, Project development

Jurisdiction overview

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

Financial and corporate
Allen & Overy

Allen & Overy’s Vietnam office offers both Vietnamese and English law advice. The firm is relatively recent to the Vietnamese legal market but has been involved in large scale projects acting for the sponsors on project finance and development matters.

In the capital markets a landmark mandate saw the firm acting for VietJet on its IPO in Vietnam.

On a significant projects deal the firm’s Vietnam and Japan teams advised the export credit agencies as both international and Vietnamese counsel on a $5 billion project financing for the Nghi Son Refinery Project.

In M&A the firm works with the Singapore team with inbound investment being the main focus of the firm.

Key clients include Standard Chartered, JBIC and KKR.

Client feedback

“Practical advice, very good understanding of the local market, high quality lawyers, good turnaround time.” – M&A

“We like A&O's attention to detail, sense of practicality and responsiveness.” – M&A

“Our go-to firm in Vietnam. They have been reliable and produce high quality work in all our transactions.” - Convertible and hybrid securities

Tran Anh Duc

“Great knowledge, practical advice”

“Attentive to detail, responsive and practical.”

“He is an expert on various issues and our go-to guy when it comes to Vietnam regulatory and legal matters.”

Audier & Partners

Audier & Partners is led by a team of French and UK-qualified lawyers plus local lawyers to assist investors interested in the Vietnam, Mongolia and Myanmar markets. The firm picked up a number of mid-size transactions in the M&A space last year. It also has been developing a TMT practice which advises clients on regulatory and structuring issues.

Significant deals include advising a foreign investor on its investment in VietJet; and advising Casino on the sale of Big C Vietnam.

Key clients include Zalora, AFD, Casino Group, Accor and Central Group.

Client feedback

“Their quick responses were very helpful in light of the very tight schedule under the Vietnamese civil lawsuit rules. In addition, their fees are quite reasonable relative to their products' quality.” – Restructuring and insolvency

Bernadette Fahy 

“She has broad experience in commercial disputes in Vietnam and provided us with practical and precise advice on settlement negotiation with the counter party.”

Baker McKenzie

Baker McKenzie’s Vietnam office has been working on a number of real estate M&A and small scale renewable transactions during the research period. On top of that, the team has also leveraged the Baker McKenzie international client portfolio and acted on regional matters.

Highlight deals last year include acting for the banks on the VietJet IPO; and assisting LafargeHolcim on its sale of LafargeHolcim Vietnam.

Key clients include Siam Commercial Bank, Hutchison, Microsoft, Canadian Solar, and Australia and New Zealand Banking Group.

Client feedback

“We have used them for various matters, for example, HR issues, loan documentation, logo registration. They are very accessible, competent and responsive. We feel comfortable in working with them and they treat us well. We are a big client of B&M in Thailand, our home country.” – Restructuring and insolvency

Oanh Nguyen and Linh Chi Dang 

“Good knowledge and understanding, accessible and responsive.”

DFDL

DFDL  is focused on M&A and project development work with a particular strength in work in the energy and infrastructure sectors.

The firm has offices in Hanoi and Ho Chi Minh City and offers international legal services through its branch network and its membership of the Canada – Asean Business Council, the Schindhelm European corporate law firm alliance and the World Services Group business services membership network.

In banking and finance, the firm acts on corporate and project financing including advising repeat client Bank of Utah on a security secured on Boeing 787 Dreamliner components.

In M&A, the firm assisted Ironshore Insurance in providing M&A insurance cover for Vina Capital’s divestiture of Southeast Asia Telecommunications Holdings (SEATH).

In project financing and development, the firm was active in the energy, mining and infrastructure areas. In hydropower, it acted on three financing transactions, seven project development matters and nine relating to active projects. The firm provides ongoing assistance to the Ministry of Industry and Trade of Vietnam regarding negotiations to sponsor a coal-fired power project. 

During the research period, partner Jerome Buzenet joined the firm bringing banking and finance expertise.

DN Legal

DN Legal is relatively young firm established in July 2014 and has strengths in the real estate and hospitality sectors.

In banking and finance, the firm advised primarily on debt financing arrangements.

In the capital markets it acted for SonKim Lan’s real estate business on an issue of convertible bonds to Lemongrss II.

In M&A, the firm advised on domestic and cross-border transactions in a number of sectors with most details given on a confidential basis. One public deal highlight saw the firm advise Danish furniture company Wendelbo SEA with an additional investment into Vietnam. 

In project development, it acted as local counsel on a World Bank study of hydropower in Vietnam. It also offered extensive advice on real estate development projects.

EPLegal

EP Legal acts on banking, M&A and projects matters with a focus on the oil and gas industry.

In banking and finance Cathay Bank United was a repeat client; it turned to the firm for advice on a syndicated facility provided with PetroVietnam to PVGAS; while Cathay Bank United’s Chu Lai branch consulted the firm on the acquisition by SDTC of a loan provided by a total of six lenders to Vietnamese transportation firm Vinaline.

The firm also provides extensive advice on aircraft and vessel leasing under Vietnamese and English law.

In M&A, notable clients included Singaporean seller Triyards and Interchem.

In project development, the firm advises the likes of Long Son Petrochemical and Sumitomo Mitsui Bank on a government guarantee provided to enable the financing of a refinery project in a first-of-its kind arrangement.

Partner Van Cuong Nguyen joined the firm in 2016 and left in 2017 taking expertise in corporate and finance.

Client feedback

“We received very prompt replies to our queries, even during national holidays when other companies we contacted did not reply. They went out of their way to assist us and they even provided services such as translation of documents from landlords, assistance with finding offices and so on. EP Legal offered prompt professional services. They have a high level of English language proficiency which says a lot for a Vietnamese company.” – Corporate

Nguyen Trung Nam 

“Excellent response effectiveness, detailed and prompt replies even during holidays, very professional, high level of English language. Going out of his way to satisfy the customer even though his job is practically done.”

Frasers Law Company

Frasers Law Company picked up work across financial and corporate during the research period with the M&A team particularly active.

An interesting transaction saw the firm acting for Lifestyle Project Management Vietnam in connection with the issue by Sun Life Assurance of Redeemable Convertible Preference shares.

In the energy space, a highlight deal saw the firm advising two major PRC sponsors for a 2000MW coal plant in Vietnam. The firm also acted for Vietnam Infrastructure, Vietnam’s largest infrastructure fund, on its divestment of over 10 companies in Vietnam.

Key clients include, Champan Tripp, PCW Media, Telstra Corporation, Uber, VinaCapital, Mitsui & Co, Vietnam Infrastructure and Nippon Steel & Sumitomo Metal Corporation.

Client feedback

“Among the best choice of corporate, M&A and finance advisors.” – M&A, restructuring and insolvency

“Frasers Law company was our Vietnam counsel on a recent M&A transaction. We were significantly impressed with Frasers.” – M&A

“Very professional and provides quick and accurate advice. Strong in corporate legal advice especially joint ventures and M&A.” –M&A

“Excellent knowledge of Vietnam law and practice. Ability to develop legal solutions to achieve commercial outcomes. The lawyers show tenacity.” – M&A

“They are responsive and provide practical advice. Given the developing status of the legal system of Vietnam, they provide us with very good legal services.” – Banking and finance

Mark Fraser

“Mark Fraser provided structuring and regulatory advice to a client looking to invest into Vietnam. He prepared a comprehensive, commercial and helpful memos at very reasonable price. We were impressed and happy with the work product.”

“Knows the market well, communicates clearly, commercially minded, reasonable and generally responsive.”

“Very professional talented and skilful lawyer.”

“Excellent legal knowledge and practical Vietnam experience. Very accessible.”

Mark Fraser and Nguyen Thi Lang

“Business minded, strong industry knowledge, responsive.”

Justin Gisz

“He is very well known in the country. He always provides us with practical solution to our request.”

Pham Thanh Mai 

“She was our primary point of contact. She was responsive, provided relevant advice and was pleasant to deal with.”

Freshfields Bruckhaus Deringer

The managing partner Tony Foster established the Vietnamese arm of Freshfields Bruckhaus Deringer 23 years ago. The firm provides both local and international legal advice. The team also covers Myanmar acting as international counsel.

The energy and infrastructure team has an impressive track record. It was involved in a number of successfully project financed BOT power projects in Vietnam and is acting on several new on-going BOT power plant developments. The firm also has experience in the renewable energy IPPs, port projects, water projects,  hospitals and schools.

Major transactions the firm worked on last year include, acting for Warburg Pincus on the establishment of a $400 million joint venture with VinaCapital to build an integrated hospitality platform into the Metropole Hotel and Serenity Holding; and work for Viettel, a Vietnamese military telecoms company, on its joint venture with Myanmar companies to invest in Myanmar’s telecoms sector.

The M&A department added Eric Johnson as partner from Weil Gotshal & Manges’s Hong Kong office during the research period while partner Guillaume Stafford left to join Herbert Smith Freehills in Myanmar. 

Key clients include Metro, Warburg Pincus, Mizuho Corporation Bank, Mekong Capital, United Overseas Bank, BNP Paribas, Standard Chartered Bank and JPMorgan.

Lexcomm

Lexcomm acts across all areas of financial and corporate and has offices in Hanoi and Ho Chi Minh City.

In banking and finance, the firm advised a fund managed by Majinvest Private Equity on a cross-border loan provided to NISO and a subsequent investment in the company.

In M&A, the firm advised VNPT with its planned acquisition of a stake in Hong Kong-established VNPT Global including corporate restructuring, pricing and the public auction of the company.

In project development, the firm has been focused on work in the energy sector, working on projects including the construction of the Duyen Hai coal power plant. 

In restructuring and insolvency, the firm advises on cross-border situations including the restructuring of complex financial arrangements and associated refinancing transactions such as syndicated loans and secondary offerings.

LNT & Partners

LNT & Partners acts on banking, capital markets and M&A matters and has offices in Hanoi and Ho Chi Minh City. It also has dedicated Japanese and US practices.

In the capital markets the firm advised Hanoi Beer Alcohol and Beverage on its IPO.   

In M&A, the firm advised Saigon Co-op on its unsuccessful auction bid for the Big C chain of supermarkets in Vietnam.

LuatViet

LuatViet acts on banking and M&A matters, has offices in Hanoi and Ho Chi Minh City and is a member of the Advocasia legal network.

In banking and finance, highlights include work on Tael Partners’ bridge loan and convertible loan to invest in the Institution of American Education’s capital increase. 

In M&A, the firm advised Nam Long Investment on its acquisition of a partner’s interest in a real estate project and advised Keppel Land on back-to-back changes in the shareholding structures of two joint ventures. 

Mayer Brown JSM

Mayer Brown JSM’s works Vietnam in coordination with the Singapore and Hong Kong offices. The Vietnam office has a reputable debt capital markets practice and also oversees Cambodia and Laos transactions from Vietnam.

Last year in the domestic bond markets, the firm advised Vingroup, Vietnam’s biggest listed property developer, on its $134.1million bond issuance; the firm also advised on a sovereign bond issue.

In banking an interesting deal saw the firm advising Obviam as a lender on a $108 million club financing arranged by IFC to XacBank, one of Mongolia’s largest commercial banks.

Key clients include Northstart investments, Obviam, Dragon Capital Group, Bank of America, Barclays, BNP Paribas, Bank of China and FMO.

Client feedback

“Mayer Brown JSM has a depth of knowledge and skilled lawyers in Vietnam.” – Banking and finance

“An effective and commercially-oriented law firm.” – Banking and finance

“Excellent advice, very fast response on queries, good knowledge.” – Banking and finance, M&A

David Harrison

“David is a solid lawyer with tremendous expertise in Vietnam.”

“A competent and client-oriented lawyer”

“Very responsive, and has excellent legal knowledge” 

“He has deep knowledge, he is responsive, and he can understand the client's perspective.”

Phuoc & Partners

Phuoc & Partners focuses on corporate and M&A and has offices in Hanoi, Ho Chi Minh and DaNang City. 

In M&A, the firm advised Vietnam-listed An Duong Thao Dien on the acquisition of a 70% share in a Ho Chi Minh real estate project from Singapore-listed Frasers Centrepoint.

Rajah & Tann LCT Lawyers

Rajah & Tann LCT Lawyers focuses on corporate and M&A and has offices in Hanoi and Ho Chi Minh City. It is part of the Rajah & Tann Asia legal network.

In M&A, the firm has acted on a number of real estate transactions including advising Nam Long on its joint venture with Nishi Nippon Railroad and Hankyu Realty to develop the Kikyo Residence villa and apartment complex. 

The firm’s other clients include CapitaLand, Keppel Land and Mapletree.

Russin & Vecchi

Russin & Vecchi has over 30 years’ experience practising law in Vietnam and a US qualified lawyer in the form of Sesto Vecchi.

Notable deals during the research period include work for long-standing client, Post-Telecommunications (PTI) in a sale of 37.2% newly issued shares to Dongbu Insurance, the transaction is important for its being the first M&A deal in the insurance industry following the new regulations on sale of shares to a strategic investor in a Vietnamese insurance company was issued.

In the project development space, the firm advised Genting-VinaCapital Joint Venture on structuring a new urban development project.  

Key clients include Intel, Johnson & Johnson, Ayala Group, TNT Express, Oracle, Nomura International, UBS, Barclays Capital, and Morgan Stanley, DBS, Vietnam Asia Commercial Joint-Stock Bank and Maybank.

Tilleke & Gibbins

Tilleke & Gibbins acts on banking and finance and M&A work and has offices in Hanoi and Ho Chi Minh City. It is the exclusive Thai and Vietnamese member firm of the Multilaw legal network. 

In M&A notable clients include Fruit of the Loom who engaged the firm on a real estate acquisition and the incorporation of a new subsidiary.

VCI Legal

VCI Legal works right across the financial and corporate spectrum and has offices in Hanoi and Ho Chi Minh.

In banking and finance, the firm generally provides regulatory advice. It assisted Numoni Group on its license for E-wallet and payment intermediary services.

In M&A, the firm advised advising Abe Invest and Korea Hydro & Nuclear Power Co on their investment in an energy joint venture in Vietnam. The firm also advised Ho Chi Minh Securities on the possibilities related to Vietnamese investments and private placements. 

In project development, the firm has acted for the likes of the Asian Development Bank and EVNNPT.

VILAF

VILAF is a well-respected domestic law firm who is often engaged as the local counsel in big international transactions and acted for offshore companies. Foreign banks are their main clients. Recently, the firm is receiving increasing mandates in relation to aircraft financing on top of a large volume of project financing works where the team is experienced in advising lenders and sponsors. VILAF has a close relationship with Clifford Chance.

In a significant M&A deal, VILAF advised JX Nippon Oil and Energy Corporation in its acquisition of an 8% stake in the parent company of Vietnam National Petroleum Group (Petrolimex).

An interesting mandate saw the firm advising BNP Paribas and AWAS in the financing of Airbus aircrafts for Vietjet. Again in the aviation space, VILAF advised ANA Holdings, Japan’s largest airline group, in its $105 million acquisition of 8.8% shares in Vietnam Airlines, Vietnam’s leading airline.

Key clients include ANZ, China Development Bank, JBIC, Marubeni Corporation, Novaland Investment Group, Sumitomo Corporation and Techcom Securities.

Client feedback

“The team can give advice in a quick and precise manner. The lawyers have a strong sense of responsibility, although there would be big differences in terms of the competence among the lawyers.” – Banking and finance

Vu Le Trung 

“He tries to understand clients’ position throughout. Though he lacks some local market knowledge.” 

Vision & Associates

Vision & Associates Legal acts on banking, capital markets, M&A and project finance and development. The firm has offices in Hanoi and Ho Chi Minh City. It is a member of the Inter-Pacific Bar Association, LAWASIA and InterLaw.

In banking and finance the firm assisted the World Bank and government agencies to make regulatory changes allowing provincial governments to lend further to commercial banks as well as in related matters related to city infrastructure financing and recourse mechanisms.

In capital markets, the firm advised Franklin Templeton on a possible off-exchange sale of listed securities. 

In M&A, the firm advised Bibomart on a potential investment into the country.

YKVN

YKVN is one of the largest domestic law firm in Vietnam and has a small Singapore office that oversees outbound M&A, capital markets and arbitration works for Vietnamese companies.

The firm has recently focused more on project finance and corporate finance work and mainly acts for the lenders, among which are the four biggest state-owned banks in Vietnam.

In the capital markets space, YKVN has historically been advising the underwriters but has started to work for issuers for international bond deals lately.

An interesting M&A deal saw the firm advising Alibaba in relation to its post-transaction implementation of Alibaba’s international e-commerce and payment systems in Vietnam.

In the projects space, the firm primarily acts for the developers yet also have experience working with the Ministry of Finance and Ministry of Industry and Trade. Highlight deals include work on the Hai Duong BOT project and the Mong Duong II BOT project. 

Key clients include China Construction Bank Corporation, Export-Import Bank of China, Industrial and Commercial Bank of China, An Binh Joint Stock Commercial Bank, Alibaba, and Vietnam National Petroleum Group.

ZICOlaw

ZICOlaw acts on banking, M&A and project development work and has offices in Ho Chi Minh City and Hanoi. It offers international legal services through its membership of the ZICO Law network of independent law firms.

In banking and finance, the firm acted on a debt restructuring arrangement for Tran Hong Quan.

In M&A, the firm has been active on real estate transactions such as assisting Singaporean hospitality operator HPL Hotel and Resort on the purchase of a Da Nang hotel. 

Phuc Nguyen, previously managing partner of Garnet Law, and a five-associate team joined the firm in February 2017.