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Corporate/M&A

Corporate/M&A

Key Contacts

Cambodia

Laos

Myanmar

Thailand

Vietnam

Jay Cohen

     +855 23 964 210

     [email protected]

Prisna Sungwanna

     +66 2056 5656

     [email protected]

Yuwadee Thean-ngarm

     +95 9 772 440 002

     [email protected]

Derrick Khoo

     +66 2056 5618 (TH) | +95 9 782 655 556 (MM)

     [email protected]

Charunun Sathitsuksomboon

     +66 2056 5541

     [email protected]

Kobkit Thienpreecha

     +66 2056 5534

     [email protected]

Tram Ngoc Bich Nguyen

     +84 28 6284 5668

     [email protected]

OVERVIEW

Our business and legal acumen sets clients on the path to business success.

Tilleke & Gibbins serves both international clients wishing to acquire operations in Asia and domestic clients wishing to invest in businesses abroad. We help companies structure and implement strategic transactions to achieve their business goals.

Our global and regional expertise in mergers, acquisitions, joint ventures, corporate restructuring, and other vehicles for equity investment accelerates integration and partnerships that span industries. With international legal experts throughout Southeast Asia, we are able to assemble a team for each matter that is tailored to the exact needs of each client. Our clients also tap into our worldwide network of associated law firms to assist with cross-border transactions, and benefit from our unique ability to negotiate and draft strong contracts in languages including Thai, Vietnamese, Japanese, Chinese, and English.

Our renowned one‐stop center for strategic legal advice and assistance on all corporate needs affords clients convenience and economy of costs. We specialize in the mechanics of starting and operating a business across Southeast Asia, including registration, licenses and permits, company secretarial services, tax matters, employment, immigration, regulatory affairs, and property.

Case Studies
Thailand | Corporate/M&A, Fintech

Acted for Satang Corporation and Shareholders in Sale of 97% Stake to KBank

Acted for Satang Corporation and its shareholders in the sale of a 97% stake to Unita Capital, a wholly owned subsidiary of Kasikornbank PCL. This transaction is the largest successful and complete acquisition of a digital asset exchange operator licensed by the Thai Securities and Exchange Commission, marking an important milestone for the Thai digital asset industry.

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Thailand | Corporate/M&A, Tax

Prime Packaging’s THB 580m Sale of 100% Stake to BG Container Glass

Acted as legal counsel to the shareholders of Prime Packaging Co., Ltd. in the THB 580 million sale of a 100% stake in the company to BGC Packaging Co., Ltd., a subsidiary of BG Container Glass PCL.

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Thailand | Corporate/M&A

CTBC Bank’s USD 128 Million Acquisition of Shares in LH Financial Group Public Company Limited

Represented CTBC Bank, one of the largest privately owned banks in Taiwan, in its THB 4.2 billion (approx. USD 128 million) direct acquisition of an additional 10.99% stake in LH Financial Group Public Company Limited.

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Regional | Life Sciences | Corporate/M&A

USD 1.6 Billion Global Acquisition and Asset Swap for FMC Corporation

Acted for FMC Corporation on several Cambodia, Thailand, and Vietnam elements of its USD 1.6 global acquisition and asset swap DuPont.

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Vietnam | Technology | Corporate/M&A

Assisted Regional Tech Startup Carousell on Major M&A in Vietnam

Assisted Carousell with due diligence, documentation preparation, and filings with Vietnamese licensing authorities in connection with its M&A with a subsidiary of a Norwegian telecommunications company, a deal that valued the combined company at USD 850 million.

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Experience

  • Worked closely with Tsar & Tsai Law Firm to represent CTBC Bank, one of the largest privately owned banks in Taiwan, in its THB 4.2 billion (approx. USD 128 million) direct acquisition of an additional 10.99% stake in LH Financial Group Public Company Limited, which owns LH Bank, among other subsidiaries in Thailand.
  • Represented a leading pharmaceutical company in Thailand and Vietnam in connection with its merger with another multinational pharmaceutical company. We advised on various commercial agreements. We also provided guidance on the procedural steps and permits required before and after the integration of the two companies and implications in terms of employees, businesses, licenses, reorganization, etc. After the integration became effective, we helped the subsidiaries comply with various legal requirements and assisted our client in obtaining the necessary permits.
  • Helped a manufacturer establish a subsidiary for the purpose of relocating its production facility to Thailand. The project was promoted by the Board of Investment and had an investment value of more than THB 100,000,000. We reviewed the joint venture agreement and advised on corporate law, relevant regulations, and necessary permits. We assisted the client in obtaining  permits from the Industrial Estate Authority of Thailand and the Board of Investment to buy land and initiate the project. In addition, we conducted a thorough review of the deposit agreement, land purchase and sale agreement, and utilities service agreement.
  • Represented Amcor, a leading manufacturer and distributor of metal, plastic, and paper packaging, in the acquisition of five Thai subsidiaries of Alcan Packaging from Rio Tinto. Our representation was part of a larger global acquisition valued at US$1.95 billion.
  • Conducted due diligence on behalf of a financial institution considering whether to finance the build out of a state-owned operator’s planned 3G network in Thailand and advised the financial institution regarding risk factors. The proposed loan amount as publically disclosed exceeded USD 500,000,000.
  • 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.
  • Acted on behalf of Summit Capital Leasing Company Limited, a Sumitomo Corporation Group company, in the THB 2 billion sale of its auto leasing business to Ayudhya Capital Auto Lease Public Company Limited.
  • Advised a financial fund from Australia on establishing a subsidiary for the purpose of acquiring the pharmaceutical department of a large multinational corporation in Thailand. In order to facilitate this key acquisition, we provided guidance on the regulations on importing and distributing pharmaceutical products in Thailand, as well as on the establishment of a Thai subsidiary. We assisted the client in obtaining approval from the Board of Investment of Thailand. By providing related tax advice, we were able to help the client plan and mitigate tax implications of importing and distributing products from Australia, including advice on regulatory requirements from the Food and Drug Administration. The total value of the project exceeded USD 20,000,000.
  • Represented Saab AB, a leading European security and defense company, in its acquisition and joint venture of 40% shares of Avia Satcom Co., Ltd. and its three local subsidiaries. Avia Satcom is Thailand’s leading supplier of high-tech telecommunication products to defense customers and it provides such services as systems integration and software development, telecommunications and support solutions, and aircraft modification and avionics services.
  • Assisted a Japanese plastics molding company in its share acquisition of a foreign-owned injection molding subsidiary with over 900 local employees in two separate facilities.
  • Assisted in structuring an airline alliance. As two major international carriers were organizing a joint venture, the firm was approached to assist. The joint venture is now in operation, and has helped to position both carriers for improved profitability.
  • Applied for and obtained an investment certificate for a rapidly expanding U.S. Internet company to set up shop and conduct business in Vietnam. Worked with the client to secure a local joint venture partner and structured the deal to allow the client to retain independence and control of the company.
  • Advised a leading producer of semiconductor processing equipment on contracts between the target company and a third party.
  • Secured an Alien Business License for the world’s leading online booking website, which was a first and landmark achievement in this industry. Despite the fact that the governing authorities normally reserve all tourism operations for Thai nationals, we succeeded in convincing these decision makers of the great value that this business would add to Thailand and its economy. We coordinated and secured the approval of each authority and, ultimately, obtained the Alien Business License for our client.
  • Represented the world’s leading car seat maker in critical negotiations with the Board of Investment (BOI) on potential revocation of all benefits and privileges, which could have led to damages of over USD 20,000,000. In addition to our overwhelming victory at the BOI, we successfully obtained several Alien Business Licenses, which will allow the clients’ subsidiaries in Thailand to provide service to affiliates in the region.
  • Represented a leading electronic toll collection system provider as its sole legal counsel since the commencement of its operations in Thailand in 2006. In this capacity, we have assisted our client in bidding for government contracts, obtaining BOI promotion, and all other compliance matters.
  • Assisted a leader in branded lifestyle apparel on all aspects of establishing a Regional Operating Headquarters (ROH) in Thailand, including legal assistance on leasing approximately 1,000 square meters of office space.
  • Assisted a subsidiary of a Korean manufacturing conglomerate in establishing a branch office in Thailand to operate a service business for a project of an international energy company.
  • Applied for and obtained an investment certificate for one of the largest pharmaceutical companies in the world. This included researching complex licensing and capitalization issues to limit the company’s liability and advised on the proper amount of investment capital.
  • Assisted a successful Malaysian trading company in establishing a representative office in Thailand to source consumable and non-consumable products, verify the quality of the products, and report to its head office.
  • Helped a diversified steel products company select the appropriate Vietnamese business model  and adapt their documents for doing business in Vietnam.
  • Helped a multinational company establish a foreign direct investment company engaged in the import/export and distribution of mobile phones and computers.  The established company is one of the few foreign-owned companies permitted to do business in this sector in Vietnam.
  • Advised a leading pharmaceutical company that previously operated as a representative office in Vietnam on establishing a pharmaceutical import company.  We assisted the client with closing its representative office and establishing the wholly-owned foreign enterprise to import pharmaceutical products.
  • Provided in-depth advice to a global software solutions provider on doing business in Vietnam.
  • Advised an international technology company on operating a representative office in Vietnam, including advising on the scope of work of a representative office, employment matters, tax matters, and government filing requirements. We prepared Vietnamese and English versions of labor contracts.
  • Prepared the application dossier and all additional documentation required to establish a 100% foreign-owned company engaging in the distribution of industrial tools in Vietnam. We also assisted the client with leasing office space.

PROFESSIONALS

RELATED INSIGHTS

August 5, 2024
Thailand has continued to face economic challenges since the COVID-19 pandemic, and some businesses have struggled to survive. One of most important measures that indebted businesses in Thailand can take is to file a business rehabilitation petition with the Bankruptcy Court. The Bankruptcy Act B.E. 2483 (1940) provides “automatic stay” measures to protect the debtors that have entered the business rehabilitation process, and during this time creditors have duties and rights under the Bankruptcy Act as well. Once Thailand’s Bankruptcy Court accepts a rehabilitation petition and issues an order for rehabilitation, the debtor is under this automatic stay protection against actions from the creditor to seek debt repayments, and the creditors are only allowed to pursue their debt repayments by submitting a debt repayment application to the official receiver within one month of publication of the plan preparer’s appointment in the Government Gazette. These are general conditions specified in the Bankruptcy Act. However, there are several practical precautions that are not specified in the Bankruptcy Act but that creditors should take during rehabilitation. Below are several steps creditors need to consider taking at various stages of the rehabilitation process. 1. Appointing a local Thai representative to act on behalf of the creditor in the rehabilitation The rehabilitation process requires much more than just submitting the debt repayment application within the fixed one-month period and then waiting for the result. It also involves contacting, meeting, and discussing with the official receiver, plan preparer, other creditors, or debtor representative to investigate or settle any arguments on the debt. Moreover, the language used in all the processes and documents is usually Thai. In practice, creditors—especially foreign creditors—should authorize a Thai attorney or representative through a valid power of attorney (POA) to represent them during all the rehabilitation proceedings. This includes the investigative
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March 25, 2024
Attorneys from Tilleke & Gibbins in Vietnam have provided an updated Vietnam chapter for Fashion Law 2024, a guide to law surrounding the business of fashion in jurisdictions around the world. The guide, which covers 20 key jurisdictions in the global fashion industry, offers insights into local legal frameworks for a range of issues, such as brand enforcement and protection, e-commerce and marketing, and sustainability. The Vietnam chapter of Fashion Law 2024 provides detailed information on the following topics: Main intellectual property rights for fashion products Contractual arrangements in manufacturing, distribution, and advertising Regulations and enforcement of online marketing Unfair competition rules and judicial interpretation Specific regulations on sustainability and ESG in fashion Special import and export rules for fashion products The full Vietnam chapter is available for free through the button below and on the Global Legal Post website. Tilleke & Gibbins also contributed the Thailand chapter to the guide.
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March 25, 2024
Tilleke & Gibbins has provided an updated Thailand chapter for Fashion Law 2024 from Global Legal Post. The guide covers 20 key jurisdictions in the global fashion industry, offering insights into local legal frameworks surrounding issues such as brand enforcement and protection, e-commerce and marketing, and sustainability considerations. The Thailand chapter of Fashion Law 2024 provides detailed information on the following topics: Main intellectual property rights for fashion products Contractual arrangements in manufacturing, distribution, and advertising Regulations and enforcement of online marketing Unfair competition rules and judicial interpretation Specific regulations on sustainability and ESG in fashion Special import and export rules for fashion products The full Thailand chapter is available for free through the button below and on the Global Legal Post website. Tilleke & Gibbins also contributed the Vietnam chapter to the guide.
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March 22, 2024
Laos has returned its value-added tax rate to 10% from the 7% rate that had been observed for the last two years. The new rate was specified in Ordinance No. 003/PDT, dated March 19, 2024, and announced on the website of the Ministry of Trade and Commerce. Prior to this, the last announcement of an adjustment in the VAT rate came in the last week of December 2021, when the Ministry of Justice published the Law Amending Certain Provisions of the Laws on Tax No. 01/NA, dated August 7, 2021, in the Government Gazette. This law, which entered into force in January 2022, amended the VAT rate from 10% to 7%. Under Lao law, the ordinance is effective from its date of signing by the president of Laos (i.e., March 19, 2024). However, the tax authorities have indicated that the new rate will not be enforced immediately but will be implemented in the near future, such as when it is published in the Lao Official Gazette. This change of the VAT rate to 10% does not come as a surprise. Some international experts and organizations had been recommending that Laos adopt a 10% VAT rate given its current economic challenges, arguing that Laos should prioritize collecting tax and replenishing the state budget. This was, for instance, recommended by the World Bank in the November 2023 Lao PDR Economic Monitor. Tilleke & Gibbins will continue to monitor the situation to determine when the 10% VAT rate will be enforced. For more details on the rate changes, or on any aspect of tax law in Laos, please contact Tilleke & Gibbins at [email protected].
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AWARDS & RANKINGS
September 12, 2024
Tilleke & Gibbins has once again secured impressive rankings in the recently released Asialaw 2024 rankings. The firm has maintained its position as a top legal service provider across multiple jurisdictions, earning a total of 39 rankings in practice and industry groups, 19 of which are in the highest tiers. The firm’s performance continues to reflect its exceptional client service and legal expertise across Southeast Asia. Tilleke & Gibbins is recognized in all available categories for Cambodia, Laos, and Thailand, demonstrating the firm’s strong presence across the region. In the individual rankings, 22 of the firm’s practitioners have been recognized, including three notable promotions and three new entries: Charunun Sathitsuksomboon (Thailand), newly ranked as a Notable Practitioner for Corporate and M&A. Linh Thi Mai Nguyen (Vietnam), promoted to Distinguished Practitioner for Intellectual Property. Loc Xuan Le (Vietnam), promoted to Elite Practitioner for Intellectual Property. Niti Muangkote (Laos), a new entry as a Rising Star for Banking and Finance. Prisna Sungwanna (Laos), newly ranked as a Distinguished Practitioner for Corporate and M&A and Banking & Finance. Suebsiri Taweepon (Thailand), promoted to Distinguished Practitioner for Intellectual Property and Technology and Telecommunications. Client feedback remains a key component of the Asialaw rankings, with Tilleke & Gibbins earning high praise for its responsiveness and commercial awareness. The firm’s sector-specific knowledge also continues to stand out, with clients expressing their appreciation of the firm’s understanding of their businesses’ operational contexts. For more details and to browse the full rankings, please visit the Asialaw website.
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July 23, 2024
In the Who’s Who Legal (WWL) Southeast Asia guide for 2024, a total of 12 Tilleke & Gibbins lawyers have been distinguished as market leaders in various legal practice areas. The firm’s 12 recognized lawyers, singled out for their commitment to delivering exceptional legal services to Tilleke & Gibbins’ clients, are grouped into seven practice areas: Asset Recovery: Thawat Damsa-ard Data: Alan Adcock, Athistha (Nop) Chitranukroh Franchise: Alan Adcock, Jay Cohen Intellectual Property: Alan Adcock (Patents, Trademarks), Darani Vachanavuttivong (Patents, Trademarks), Kasama Sriwatanakul (Trademarks), Linh Thi Mai Nguyen (Trademarks), Somboon Earterasarun (Trademarks), Wongrat Ratanaprayul (Patents) Investigations: John Frangos and Thawat Damsa-ard Labor, Employment, and Benefits: Pimvimol (June) Vipamaneerut Life Sciences: Alan Adcock, Loc Xuan Le The annual WWL Southeast Asia rankings guide, published by the London-based group Law Business Research, aims to identify the foremost legal practitioners across a range of business law practice areas. The rankings are largely based on feedback and nominations received from other WWL-ranked and nominated attorneys around the world. These peer-driven recognitions highlight Tilleke & Gibbins’ dedication to maintaining the highest standards of legal service and helping clients achieve success. To read more about the WWL Southeast Asia guide, or to browse the full results, please visit the WWL website.
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July 19, 2024
Tilleke & Gibbins has been shortlisted for six awards at the Asialaw Awards 2024. The nominations highlight the firm’s outstanding performance and leadership in Southeast Asia’s legal landscape. The firm has received the following nominations: Regional Corporate/M&A Firm of the Year Cambodia Firm of the Year Laos Firm of the Year Thailand Firm of the Year In addition to the firm nominations, two individuals from Tilleke & Gibbins have been recognized for their exceptional contributions: Prisna Sungwanna – Laos Female Lawyer of the Year Charunun Sathitsuksomboon – Thailand Female Lawyer of the Year The Asialaw Awards celebrate the leading law firms and legal professionals across the region, recognizing excellence in practice and service. The winners will be announced at a ceremony in Kuala Lumpur, Malaysia, on September 26. For more information on the Asialaw Awards 2024 and to browse a full list of the winners, please visit the Asialaw website.
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May 10, 2024
Benchmark Litigation has unveiled its highly anticipated 2024 rankings for the top dispute resolution firms in the Asia-Pacific region, showcasing Tilleke & Gibbins’ continued success in both Thailand and Vietnam. The Benchmark Litigation rankings include two jurisdictions where Tilleke & Gibbins is active—Thailand and Vietnam. Full details of the firm’s rankings are below: Thailand Intellectual Property – Tier 1 Commercial & Transactions – Tier 2 Government & Regulatory – Tier 2 Labor & Employment – Tier 2 Trade & Customs – Tier 2 Vietnam Intellectual Property (Foreign Firms) – Tier 1 Labor & Employment (Foreign Firms) – Recommended (top tier in this category) Commercial & Transactions (Foreign Firms) – Tier 2 Energy & Construction (Foreign Firms) – Tier 2 International Arbitration – Highly Recommended (second-highest tier in this category) In the rankings of individual practitioners, a total of ten Tilleke & Gibbins lawyers were singled out for recognition: Alongkorn Tongmee – Trade & Customs Chusert Supasitthumrong – Labor & Employment Linh Duy Mai Noppramart Thammateeradaycho – Shipping Nuttaphol Arammuang – Intellectual Property Suebsiri Taweepon – Intellectual Property Suruswadee Jaimsuwan Thawat Damsa-ard – Commercial and transactions Tiziana Sucharitkul – Commercial and Transactions, Government and Regulatory K. Loc – Intellectual Property Benchmark Litigation provides coverage of litigation and disputes markets around the world, based on interviews with dispute resolution specialists and clients, as well as analysis of the market’s most important cases and firm developments. To learn more about the rankings and to browse the results, please visit the Benchmark Litigation website.
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