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Cynthia M. Pornavalai

Counsel

Biography

Cynthia M. Pornavalai is a champion of business rights in Thailand. From advising foreign investors on mergers, acquisitions, banking and finance, and investing in Thailand to counseling major players in the Thai property market to helping lenders or debtors through debt restructuring and business reorganization matters, Cynthia’s practice is as varied as the business goals of her successful clients.

Cynthia is fluent in English, Japanese, Filipino, and Thai. Cynthia received in-depth legal training at Kyoto University, completing her LLB, LLM, and Doctor of Laws course. Drawing on her strong Japanese language and legal skills, she has developed a niche practice helping Japanese businesses invest and succeed in Thailand.

Also a prolific author and an in-demand speaker, Cynthia has penned numerous authoritative texts and has spoken in various conferences in Thailand and abroad. She is a Founding Member of the International Insolvency Institute and a member of the Japanese Securities Dealers Association.

Chambers Asia-Pacific 2021 recognizes Cynthia as a leading lawyer in Thailand in the areas of Corporate/M&A and Real Estate.

Experience

  • Advised a diversified manufacturing company in regard to Thailand acquisition financing related to its global acquisition of a plastic division in a USD 11.6 billion cash deal. We assisted in the acquisition of the Thai subsidiaries of the plastic division.
  • Assisted a Japanese venture capital company in drafting standard form investment agreements. The form agreements applied to various forms of investment both in stock and loans and to SME companies with listing prospects within a specified period.
  • Represented a Thai company in financing negotiations with a Malaysian investment group.  Documentation and negotiations involved major creditors, the court, and the investor group.
  • Advised a key client on its various property joint venture projects with a major property group, including financing agreements, project joint venture agreements, and legal and tax structuring of specific condominium projects.
  • Represented a group investing in various high-end villa projects targeting the European market in Hua Hin and Phuket.
  • Acted as counsel to the developer of various condominium projects in Pattaya. Our involvement covered all aspects of the condominium project, including legal structuring of investor groups, financing, land acquisition, and contracts.
  • Advised on a mixed development of an entire island, including land acquisition, development and construction permits, joint venture agreements, financing, customer and supplier contracts, and the legal and tax structure.
  • Represented a group of investors in their acquisition of beachfront properties for resort development.
  • Assisted a medical center with company formation in a short period of time to facilitate the timely commencement of business operations.
  • Secured a license for our client to operate as a dealer of derivatives and related securities with the Thai SEC and obtained other necessary licenses and permits for our client to operate in Thailand.
  • Provided assistance to a manufacturer of beverage-filling machines to accomplish the first registration of machinery ownership by a foreign entity with no subsidiary in Thailand. In the past, only registered Thai companies or foreign entities with subsidiaries in Thailand were allowed to register such machinery ownership. The machinery was valued at USD 5,260,000.
  • Represented a major U.S. telecommunications and software vendor in negotiations with five Thai mobile telecom operators to deploy mobile number portability (MNP) in Thailand. We successfully negotiated the deal to full deployment, which included a build operate and agreed optional transfer build out. We also handled the formation of the client’s Thai subsidiary and associated visa/work permits and required Thai bank guarantees. MNP is now up and available in Thailand, and we continue to advise the client on mobile virtual network operator regulations and the offering of SMS services.
  • Represented two major Japanese banks in preparing security documents for a syndicated loan financing valued at approximately USD 190 million.
  • Assisted a major Japanese bank leading a syndicated term loan transaction with a listed credit card operator in Thailand. The loan was not secured by any borrower assets.
  • Assisted a Thai guarantor on a guarantee transaction for its foreign subsidiary’s financing facility, and coordinated actions between four jurisdictions (the U.K., Singapore, Jersey, and Thailand).
  • Advised a Singaporean hotel group on a loan facility (and ancillary) agreements with a top Asian bank, to finance construction of a hotel in Bangkok. It was secured by a land mortgage, a parent company guarantee, a Letter of Credit, and an assignment of operating accounts.
  • Assisted a worldwide distributor of dental and healthcare related products, listed on the NASDAQ, in an acquisition and joint venture with a market-dominant Thai distributor of medical and dental equipment.
  • Worked with a major law firm in China to represent a Chinese state-owned enterprise in a cross-border acquisition of 20-30% shares in a leading Thai company producing paper pulp and bioelectricity, with capital of approximately THB 2.6 billion.
  • Assisted a listed Singaporean company in the hospitality industry in their acquisition of a medium-sized hotel in Thailand valued at approximately THB 600 million. Participated in all stages of the acquisition, from initial due diligence up to the transaction close, and provided guidance on all legal matters concerning local regulations surrounding corporate, property, and labor laws.
  • Worked with a Chinese law firm representing a Chinese state-owned enterprise in setting up a joint venture with a major producer and exporter of cassava starch in Thailand.
  • Represented a U.S. manufacturer and distributor of air conditioners in the setup of a joint venture, with a Thai partner, to acquire an air conditioner manufacturing plant. The team assisted the client in all stages of the transaction from legal due diligence to closing. We also advised on necessary procedural steps and permits required before and after the acquisition.
  • Represented a foreign property developer in the purchase of an aggregate plot of land with various unrelated owners, and provided guidance on land purchase and regulations surrounding foreign investments in Thailand.
ABOUT Cynthia M.

Practices

Banking and Finance

Capital Markets

Corporate/M&A

Real Estate

Location

Languages

    English

    Japanese

    Filipino

    Thai

Education

    Doctor of Laws course, Kyoto University

    LLM, Kyoto University

    LLB, Kyoto University

    BA, University of the Philippines

Insights

December 4, 2024
Thailand Legal Basics, a valuable primer for foreign investors, explores all aspects of living and doing business in Thailand. Written by specialists at Tilleke & Gibbins in Bangkok, it is the only comprehensive English-language guide to the Thai legal system with a focus on the concerns of foreign business and investment.
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December 15, 2023
As part of its membership in Lex Mundi, Tilleke & Gibbins has published an updated edition of its Guide to Doing Business in Thailand for 2023. This guide outlines the key factors for starting and operating a business in the Thai market. Issues covered include: Investment incentives Financial facilities Exchange controls Import and export regulations Structures for doing business Requirements for the Establishment of a Business Operation of the Business Cessation or Termination of the Business Labor legislation, relations, and supply Tax Immigration requirements This publication is part of Lex Mundi’s Country Guides series prepared by member firms in more than 100 jurisdictions worldwide. The guides serve as a useful resource for planning international business strategy and researching new markets. The full Guide to Doing Business in Thailand is available through the button below.
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October 14, 2021
As part of its membership in Lex Mundi, Tilleke & Gibbins has published an updated edition of its Guide to Doing Business in Thailand for 2021. This guide outlines all of the key factors for starting and operating a business in the Thai market. Issues covered include: Investment incentives Financial facilities Exchange controls Import and export regulations Structures for doing business Requirements for the Establishment of a Business Operation of the Business Cessation or Termination of the Business Labor legislation, relations, and supply Tax Immigration requirements This publication is part of Lex Mundi’s Guides to Doing Business series prepared by member firms in more than 100 jurisdictions worldwide. The guides serve as a useful resource when planning an international business strategy or researching a new market.
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September 3, 2021
Attorneys from Tilleke & Gibbins have prepared the Thailand section of the Foreign Investment Restrictions Guide, published by Lex Mundi. The guide provides answers to key questions related to the regulatory regime for foreign investments in the jurisdictions of Lex Mundi member firms in 57 jurisdictions around the world. Each country-specific section contains in-depth information on the jurisdiction’s legal framework governing employment relationships, addressing the following questions and topics: General overview of the country’s foreign investment restrictions Sectors subject to investment restrictions Relevant thresholds, notification obligations, and approval requirements Grounds to block a foreign investment Information specific to COVID-19 and other relevant potential developments The guide draws on the expertise of Lex Mundi member firms from around the world. Its innovative format allows users to compare current information from multiple jurisdictions in a side-by-side customizable report. To browse the contributions, generate country-specific reports, and compare regulatory guidance on cross-border investment and transactional activity across multiple jurisdictions, please visit the Lex Mundi website.
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Awards & Rankings

November 26, 2024
Tilleke & Gibbins has been named to the Asian Legal Business (ALB) Fast 30: Asia’s Fastest Growing Firms 2024. The ranking highlights law firms across Asia that have demonstrated significant growth and leadership in a competitive and evolving legal landscape. Selection for the ALB Fast 30 is based on metrics such as growth in fee-earners, new office openings, the addition of key partners and clients, revenue increases, and other measures of expansion. This is the second time Tilleke & Gibbins has been included on the list, having previously earned recognition in 2022. The Fast 30 ranking complements ALB’s annual Top 50 Largest Law Firms feature, which evaluates firms by total lawyer headcount. While not included among the region’s largest firms, Tilleke & Gibbins continues to be prominently ranked by ALB for its presence in Thailand and Vietnam. For more about the ALB Fast 30 and to see a full list of the Asia’s fastest growing law firms, please see the November 2024 issue of ALB.
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November 11, 2024
Tilleke & Gibbins is pleased to announce that the firm has been honored with the Thailand Country Award at the 2024 Lexology Index Awards in London. This marks the ninth consecutive year that the firm has received this prestigious recognition, underscoring its consistent excellence and leadership in the Thai legal market.
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September 30, 2024
Tilleke & Gibbins has once again been recognized in the 2024 Asian Legal Business M&A rankings, retaining its Tier 2 position for both Thailand and Vietnam. This marks the 11th consecutive year that the firm has been acknowledged in the publication, reflecting its sustained strength in the M&A market across the region. The magazine’s M&A rankings evaluate firms based on several key metrics, including the volume, complexity, and size of transactions handled, as well as the firm’s presence across Asia. The rankings also take into account key personnel hires and the overall growth of each practice group. The evaluation period for the 2024 edition spanned from August 2023 to July 2024. Tilleke & Gibbins’ representation in the Thailand and Vietnam rankings reflects the firm’s reputation for consistently strong support of corporate transactions across Southeast Asia. Asian Legal Business, owned by Thomson Reuters, is a leading source of information for legal professionals active in the region. To learn more about the M&A rankings, and to browse the full rankings, please see the Asian Legal Business website.
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