Charunun Sathitsuksomboon

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Partner

Biography

Charunun Sathitsuksomboon is a partner in Tilleke & Gibbins’ Bangkok office, where she handles a wide range of complex commercial transactions and related tasks, including mergers and acquisitions (M&As), joint ventures, due diligence, foreign direct investment, cross-border transactions, corporate restructuring, and e-commerce matters. Charunun represents clients across industries, including automotive and electric vehicles, banking and finance, consumer goods, insurance, life sciences, manufacturing, and technology, among others.

Charunun’s deep knowledge of Thailand’s regulatory environment across a wide range of sectors makes her highly sought after by international companies looking to engage with the Thai market through M&A deals and other commercial transactions. Her legal expertise and client service have been broadly recognized in the legal industry, and Charunun is ranked as a leading M&A lawyer in Thailand by IFLR 1000, Chambers Asia-Pacific, and The Legal 500 Asia Pacific. Since 2021, she has been recognized in IFLR 1000’s Asia-Pacific Women Leaders publication for her M&A expertise in Thailand, and she has been repeatedly named one of the Top 15 M&A Lawyers in Asia by Asian Legal Business.

Charunun is an active contributor to the Thai-Norwegian Chamber of Commerce, serving as the board secretary. Charunun also regularly writes and presents on the topic of doing business in Thailand. She is a member of the Thai Bar Association and is a lawyer licensed with the Lawyers Council of Thailand.

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.
Retained to advise a leading multinational electric vehicle (EV) manufacturer on all aspects of its entry into the Thai market for the importation and sale of EVs in Thailand, including advice on company establishment, Board of Investment incentives and approvals, foreign business licenses and certificates, foreign investment and ownership, O&M licenses and agreements, and employment matters.
Assisted the client in setting up a Thai-U.S. Treaty of Amity company to carry out the first number-portability project 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.
Assisted an aerospace and defense company to acquire a minority shareholding interest in three Thai companies engaged in high-tech products and related services. (Deal value: THB 205,000,000.)
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.
Represented a leading European security and defense company before and after a joint venture and acquisition of 40 percent shares in Thailand’s leading supplier of high-tech telecommunication products in a deal worth THB 200 million.
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.
Provided assistance to an aesthetics beauty clinic, which has over 140 branches in Thailand, to restructure its group of companies whereby all five existing companies within the group transferred their assets and business, including 1,200 employees, requisite sanatorium and regulatory licenses, intellectual property, leases, and contracts to the newly established company. Advised on various fields of law throughout the transaction.
Assisted in the acquisition of a global paper chemicals business valued at EUR 153 million. Advised the client on legal due diligence, shareholding structure, forming a new legal entity, applications for related licenses, business transfer agreements, and related filings on the required procedural steps and permits before and after the acquisition.
Worked closely with a leading law firm in Singapore to advise a global ICT leader in the acquisition of a solution provider of digital communications equipment and systems as well as communication networks through a share acquisition or transfer of business and assets.
Represented a world leader in nutritional solutions and additives for animal feed in relation to its contemplated listing on the Shanghai Stock Exchange. Conducted legal due diligence work for two Thai subsidiaries, issued a legal opinion, and provided guidance on regulations and completing the transaction.
Represented a publicly traded Japanese company in connection with the proposed acquisition of the majority of shares in a leading local IT company. Completed the legal due diligence exercise which uncovered various potential legal and regulatory issues. Provided guidance on regulations and explored alternatives to rectify noncompliance issues.
Advised a large IT and media corporation based in Mumbai in the acquisition of an Italian company which has subsidiaries in Germany, the United Kingdom, and Thailand. The transaction was valued at approximately EUR 25 million. This project required legal assistance in various fields of law and regulations, including corporate, release of security interests, and licensing compliance.

ABOUT Charunun

Languages

Thai

English

Education

LLM, Golden Gate University School of Law

LLB, Thammasat University

Insights

December 15, 2023

Lex Mundi Guide to Doing Business in Thailand 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.

August 7, 2023

A Comparison of M&A Laws: Thailand

M&A transactions for private and public limited companies in Thailand can be achieved in many ways, including acquiring shares from existing shareholders of a limited company, subscribing to new shares issued by a limited company, an amalgamation of limited companies, acquiring all or part of the assets or business of a limited company, and a merger of private limited companies. The Civil and Commercial Code is the key legislation governing private limited companies, while public limited companies are mainly governed by the Public Limited Company Act of 1992, as amended, unless listed on the Stock Exchange of Thailand (SET), in which case the Securities and Exchange Act of 1992, the Securities and Exchange Commission (SEC) Rules, the Capital Market Supervisory Board (CMSB) Rules, and the SET Rules also apply. The legal framework for most M&A transactions concerning Thai limited companies is also provided in both the code and the Public Limited Company Act. New Type of Combination On 7 February 2023, the Act Amending the Civil and Commercial Code came into effect, introducing a new merger scheme as another approach to business combination for private limited companies. A merger under the amended Civil and Commercial Code is a merger of two or more companies, resulting in either a new company with all merged juristic entities ceasing to exist or one of the companies continuing to exist with the other companies ceasing to exist as juristic entities. The merger replaces the “amalgamation” in the previous version of the code, which merely prescribed a legal framework and identified the implications of mergers but did not specify a concrete legal framework for the acquisition of assets or businesses. Arguably, the first type of merger described above is the same as an amalgamation under the previous version of the code, while the end

October 31, 2022

Thailand Prepares to Enact Amended Civil and Commercial Code

After a long wait, Thailand’s Parliament approved the draft Act Amending the Civil and Commercial Code (the “Amended CCC”) on September 14, 2022. The Amended CCC (which had previously been approved by the cabinet in 2020) introduces changes to corporate governance and transactional rules, as well as processes for the merger of private limited companies. Corporate Governance and Transactional Rules The changes introduced by the Amended CCC in relation to corporate governance and transactional rules include the following: Currently, incorporation requires at least three promoters. Under the Amended CCC, only two promoters are necessary. Under the Amended CCC, a notice calling a general meeting of the shareholders is no longer required to be published in a local newspaper—the updated law only requires the notice to be sent to existing shareholders via post. However, if a company issues bearer certificates, a notice calling a general meeting of shareholders must still be published either in a local newspaper or via electronic media. To pass any resolution during a general meeting of shareholders, at least two shareholders, whether in person or via proxy, representing at least one-fourth of the capital of the company, must be present. Distribution of dividends must be completed within one month of a shareholders’ meeting or the directors passing a resolution on dividend payment. A company may be dissolved by the court if, among other circumstances, the number of shareholders decreases to one, or there are other reasons that the company can no longer exist. Merger The current Civil and Commercial Code only recognizes the concept of “amalgamation” of companies (i.e., the formation of a new company by amalgamation of at least two companies, resulting in the dissolution of the amalgamating companies). It is not possible for one of the amalgamating companies to be a surviving entity. In

April 1, 2022

Thailand Legal Basics

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.

Awards & Rankings

September 30, 2024

Tilleke & Gibbins Recognized in 2024 ALB M&A Rankings for Thailand and Vietnam

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.

September 30, 2024

Tilleke & Gibbins Receives Top Honors at 2024 Managing IP and Asialaw Awards

At the joint Managing IP and Asialaw Awards on September 27, 2024, Tilleke & Gibbins was recognized with two significant firm-level honors. The firm was named Thailand Firm of the Year for the 13th time and Vietnam Firm of the Year for the 11th time. The awards, held at the JW Marriott Hotel in Kuala Lumpur, Malaysia, celebrated firms and individuals who have demonstrated exceptional legal expertise and client service across Asia. Tilleke & Gibbins’ continued recognition in both Thailand and Vietnam reflects the firm’s consistent ability to deliver quality legal services and its leadership in the intellectual property and commercial sectors. In addition to these firm awards, Charunun Sathitsuksomboon, partner in the Bangkok office, received the Thailand Female Lawyer of the Year award, acknowledging her significant contributions to the legal profession and her outstanding client work over the past year. More information on the winners of the Managing IP Asia-Pacific Awards can be found here, and a complete list of Asialaw Awards 2024 winners and nominees is available here.

September 13, 2024

Tilleke & Gibbins Retains Strong Rankings in IFLR1000 Asia-Pacific 2024

The 2024 edition of the IFLR1000 Asia-Pacific rankings, released by International Financial Law Review (IFLR), highlights Tilleke & Gibbins’ continued excellence in financial and corporate transactional work. The firm has retained its strong rankings across multiple jurisdictions and practice areas, reaffirming its position as a leading firm in the Asia-Pacific region. This year, Tilleke & Gibbins received firmwide rankings in key jurisdictions, including: Thailand Banking & Finance – Tier 3 Capital Markets: Debt – Tier 3 Capital Markets: Equity – Tier 3 M&A – Tier 2 Project Development – Tier 2 Restructuring & Insolvency – Tier 3 Vietnam Banking & Finance – Other Notable M&A – Tier 3 Project Development – Tier 3 Cambodia Financial & Corporate – Tier 2 Project Development – Tier 2 Laos Financial & Corporate – Tier 2 In addition to these firmwide rankings, Tilleke & Gibbins had several standout individual recognitions, with 10 lawyers honored in the 2024 individual rankings, including new entries for John Frangos, Niti Muangkote, Santhapat Periera, and Tram Ngoc Bich Nguyen. The full list is as follows: Charunun Sathitsuksomboon – Highly Regarded, M&A, Thailand Charuwan Charoonchitsathian – Rising Star, M&A, Thailand David Mol – Rising Star, Corporate and M&A, Cambodia Jay Cohen – Highly Regarded, Banking, Cambodia John Frangos – Notable Practitioner, Restructuring & Insolvency, Thailand (new ranking) Niti Muangkote – Rising Star, Financial & Corporate, Laos; Highly Regarded, Banking & Finance, Thailand (new ranking) Saithong Rattana – Notable Practitioner, Project Development and M&A, Laos Santhapat Periera – Highly Regarded, Banking, M&A, Laos; Highly Regarded, Banking & Finance, Thailand (new ranking) Supasit Boonsanong – Highly Regarded, Project Development, Thailand Tram Ngoc Bich Nguyen – Highly Regarded, M&A, Vietnam (new ranking) To see the full set of IFLR1000 rankings for Tilleke & Gibbins’ jurisdictions, please see the Cambodia, Laos, Thailand, and

September 12, 2024

Tilleke & Gibbins Recognized in Asialaw 2024 Rankings

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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