Narita Sakunchotikarote

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Associate

Biography

Narita Sakunchotikarote is an associate at Tilleke & Gibbins in Bangkok, where she specializes in providing comprehensive legal services to both domestic and multinational clients. Her expertise spans various sectors, including corporate and commercial law, capital markets, mergers and acquisitions (M&A), corporate restructuring, and foreign direct investment. Narita is also adept at conducting legal due diligence and compliance health checks, navigating foreign exchange controls, and addressing labor and employment issues.

Narita is experienced in supporting clients across multiple industries as they seek to work through complex legal questions. She seeks to understand the unique business pressures facing each client and is committed to delivering practical and strategic legal solutions tailored to her clients’ needs.

Prior to joining Tilleke & Gibbins, Narita served as a legal associate in the business unit of a Big 4 accounting firm in Bangkok. She holds an LLM in Commercial and Business Law from Indiana University and an LLB from Thammasat University. Narita is licensed to practice law in Thailand.

Experience

Assisted BBN Indonesia, part of Avia Solutions Group, in restructuring its capital and management and partnering with Thai experts from BBN (Thailand) Company Limited to conduct aviation business operations in Thailand, which entailed advising on share issuance and corporate restructuring and assisting in the preparation of the shareholders’ agreement and other transaction documents, with a deal value of approximately THB 200 million (USD 6 million).
Assisted HDI International AG, a global insurance company within the German Talanx Group, with an approximately THB 1.63 billion (USD 45 million) cross-border acquisition of Ignite Thailand Holdings Limited, a holding company of five insurance companies in Thailand, including Roojai Company Limited; this involved conducting legal due diligence, reviewing transaction documents, and coordinating with legal counsel in various countries.
Assisted the shareholders of Windsor Hotel Company Limited on the approximately THB 3 billion sale of 100 percent shares in Windsor to Asset World Corp Public Company Limited, which entailed assisting with presigning and preclosing issues and reviewing transaction documents.
Assisted a Thai digital solution provider in the approximately THB 300 million acquisition of a tech company to expand its IT solutions and consulting services business, which included conducting legal due diligence and drafting and reviewing the share-purchase agreement, shareholders’ agreement, and other transaction documents.
Provided advice to a leading listed company in the energy sector on corporate restructuring, which entailed conducting in-depth analysis and research to support solutions to human resources and labor law questions, including handling labor unions involving over 4,000 employees.
Assisted shareholders of Bonjour Bakery Asia Company Limited in selling 55 percent shares to Dusit Foods Company Limited, a subsidiary of Dusit Thani Public Company Limited, in a deal valued at approximately THB 516 million; this involved conducting vendor legal due diligence and reviewing transaction documents.

ABOUT Narita

Languages

Thai

English

Education

LLM, Indiana University Maurer School of Law

LLB, Thammasat University

Insights

December 4, 2024

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.

November 19, 2024

Thai SEC Proposes Changes to Takeover Rules

Thailand’s Securities and Exchange Commission (SEC) has announced a public hearing on proposed amendments to takeover regulations under Thailand’s Security and Exchange Act B.E. 2535 (1992) (and the regulations issued thereunder) that have the potential to reshape the country’s market for takeovers. The proposed changes, which have not yet been compiled in a formal draft regulation, may affect acquisition planning but could also help reduce unnecessary regulatory and administrative burdens. The SEC is accepting comments on the proposed changes through its website until November 30, 2024. The key proposed changes are detailed below. Alignment of tender offers and reporting under Section 246: Previously, Section 246 (reporting of acquisition/disposition upon reaching or crossing any multiple of 5% shareholding) focused only on group shareholding changes, while Section 247 (tender offer obligation) looked at both groups and individuals to trigger tender offering obligations. The proposed amendment aligns these requirements by considering only group-level triggers for both sections. Another change addresses situations where an entity acquires another entity (persons under Section 258) that already holds shares in a listed company. Currently, actions of shareholders in a listed company resulting in a person under Section 258 and such shareholders as a group holding shares in a listed company in aggregate and triggering the tender offer threshold only result in reporting under Section 246 while having no tender offer obligation. Under the proposed amendment, such actions will trigger a tender offer obligation—not immediately upon the acquisition of persons under Section 258 and reaching or crossing the relevant threshold, but once there is any increase (even a single share) in the shareholding in the listed company, unless the circumstances fall into an exemption (e.g., disposal of the additional shares within seven business days) or a waiver is obtained. Currently, obligations are triggered at the next threshold,

October 24, 2024

Thai SEC Clarifies Reporting Requirements for Shares Held by Directors and Executives

On September 27, 2024, the Securities and Exchange Commission of Thailand (SEC) issued a circular clarifying reporting obligations in relation to listed company securities held by the company’s directors, executives, auditors, or persons related to them (“Key Persons”). The circular aimed to address growing concerns over transparency in shareholding, particularly when shares are used as loan collateral by company executives without sufficient public disclosure, which can lead to sudden share loss and executive departures, destabilizing the company. This circular is likely a stopgap measure, and a full overhaul of the reporting regulations may be needed. The current reporting obligations came into effect on March 16, 2024, and were designed to simplify reporting procedures while still maintaining transparency in the capital markets. The rules allow the Key Persons to consolidate multiple transactions and report them only when certain thresholds are crossed — such as when the total transaction value reaches THB 3 million or when six months have passed since the last report. The rules were intended to reduce the number of minor reports and limit penalties for missed deadlines. However, recent scandals have raised concerns about the reporting rules, particularly issues related to the enforcement of share collateral on executives’ or directors’ loans where the listed company may face a change of direction and management due to such forced sales. To ease these concerns, the SEC issued the new circular to reiterate the rules and lay out three key situations triggering a reporting duty: Force-Selling Due to Default: If shares are forcibly sold due to a loan default, this must be reported, and the transaction should be recorded with the Thailand Securities Depository (TSD). Transfer of Shares to Custodians: Under current rules, the transfer of shares to/from a custodian holding them on behalf of a beneficial owner does not

October 1, 2024

Tilleke & Gibbins Adds Capital Markets and Tax Partners Patcharaporn Pootranon and Saravut Krailadsiri

Tilleke & Gibbins is pleased to announce the addition of Patcharaporn Pootranon and Saravut Krailadsiri as partners in the firm’s Bangkok office, further strengthening its capital markets and tax practices. Patcharaporn Pootranon joins the firm’s capital markets practice, bringing almost 20 years of experience in capital markets, corporate law, mergers and acquisitions (M&A), and taxation. She has been involved in many significant domestic and international M&A transactions, including securities offerings under Rule 144A/Regulation S under the U.S. Securities Act and under Thai securities law across different industries, including energy, food and beverages, retail, and others. Patcharaporn is ranked in the capital markets practice area by Chambers Asia-Pacific, and she was named one of Asia’s 40 Under 40 by Asian Legal Business in 2018. Joining the firm’s capital markets team alongside Patcharaporn will be Veerakorn Samranweth (senior associate) and Narita Sakunchotikarote (associate). Saravut Krailadsiri joins as a partner in the firm’s tax and corporate restructuring practice. His primary focus for the past two decades has been on tax, corporate restructuring, and cross-border M&A. Saravut provides comprehensive legal and tax counsel, including risk management advice for group restructuring and entire business transfers (EBT). He also offers tax management and planning advice for setting up proper investment entities and development projects in ASEAN countries. He has particular expertise in the energy industry, having represented some of the largest investments in petroleum exploration and production in Thailand. Saravut is recognized as a Notable Practitioner in Tax and in Restructuring and Insolvency by Asialaw and also as Notable Practitioner by IFLR1000. Tilleke & Gibbins managing partner Tiziana Sucharitkul said, “The addition of Patcharaporn and Saravut to our partnership strengthens our ability to serve clients on complex capital markets transactions and tax matters. Their impressive track records align perfectly with our aim of helping our

Awards & Rankings

December 13, 2024

Chambers Asia-Pacific 2025: Tilleke & Gibbins Extends Streak of Exceptional Rankings

The recently released 2025 edition of Chambers Asia-Pacific gives Tilleke & Gibbins high marks across all the firm’s jurisdictions in Southeast Asia. In addition to the exceptional practice-area rankings, individual practitioners from the firm’s offices across the region received a total of 34 individual rankings.

November 26, 2024

Tilleke & Gibbins Recognized Among Asia’s Fastest-Growing Firms

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.

November 11, 2024

Tilleke & Gibbins Wins Thailand Country Award at 2024 Lexology Index Awards

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.

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.

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