Vietnam

The banking and finance practice of Audier & Partners not only handles pioneering transactions but also advises development banks. Nicolas Audier, Nicolas Picard and Marijn Sprokkereef have been advising Agence Française de Développement and five other development banks on the review of the draft Law on the Conclusion, Accession and Implementation of Treaties, which will affect the banks’ operations in the local market.

Representing clients in various local and cross-border transactions, the banking and finance group at Bizlink Lawyers & Consultants drafts, reviews and negotiates all contractual instruments in the sector. Managing partner Do Trong Hai has advised on two Airbus aircraft purchases by Vietnam Airlines in one of the first domestic co-financing transactions in aviation.

The banking and finance practice of Frasers Law Company, led by Mark Fraser – who a client of more than 10 years described as having “deep knowledge of legal challenges of doing business in Vietnam” – advises multinational financial institutions which have either established operations in Vietnam or been involved in domestic and cross-border lending transactions within the country. Fraser, Phung Thi Thanh Thao and Pham Huynh Ngoc Han acted as the lending consortium’s local counsel on the financing of a multi-billion dollar petrochemical project.

Headed by Net Le, the banking and finance practice at LNT & Partners is well regarded for its role on many project finance deals involving parties in Indonesia, Japan and Singapore, earning it a new spot on Standard Chartered’s legal panel. Le, Diep Nguyen and Minh Vu advised Vietcombank, a state-owned bank, on a $60 million pre-delivery payment aircraft financing, an innovative solution in Vietnam.

Vo Ha Duyen and Nguyen Quang Hung head VILAF’s banking and finance group, which, says a client, provides “reasonable solutions for issues and problems needing legal advice”. With one of the largest English-speaking teams in Vietnam, the practice advises financial institutions on regulatory matters and prominent project financing deals. Vo and Nguyen advised Japan Bank for International Cooperation (JBIC) and an international law firm on Vietnamese laws during negotiation of the financing for the $2.5 billion Vung Ang 2 power project, which is using a build-operate-transfer model.

The banking group at Vision & Associates has recently been advising financial regulators on Vietnam’s legal framework as well as the establishment and operation of credit institutions. Instructed by one of the borrowers on the $1.2 billion Cam Lo-Tuy Loan highway project, Luu Tien Ngoc and Dang Trong Hieu have been reviewing and revising the facility agreement and other documents.

The banking and finance practice of YKVN is one of the few to represent all four major Vietnamese state-owned banks, as well as global investment banks. Practice head Truong Nhat Quang leads a team which regularly advises on implementing new banking products in Vietnam and restructuring of state-owned banks. Truong and Duong Thu Ha have been advising the Bank for Investment and Development of Vietnam on the sale of a strategic stake under an equitisation process. The deal is an example of the trend of state-owned enterprises across industries becoming more commercially-oriented.

The capital markets group at Audier & Partners has been involved in many recent transactions in Vietnam. The team has advised international investment banks on an array of securities transactions, such as the equitisation of state-owned enterprises and IPOs. The practice advised the Vietnam government on its $1 billion sovereign bond issue, which is to be listed on the Singapore Stock Exchange.

Mark Fraser and his team in the capital markets practice at Frasers Law Company maintain their reputation as one of Vietnam’s leading law firms for this type of work by assisting clients with a range of advice on debt and equity capital issues. Recent transactions have concerned the equitisation of state-owned enterprises in the food and beverage, and telecommunications industries.

The capital markets practice at VILAF, headed by Vo Ha Duyen and Tran Tuan Phong, is an emergent practice following Vietnam’s recent enactment of laws and regulations on debt and equity capital markets. Nguyen Quang Hung advised Vietcombank Securities as the arranger for the D9 trillion ($400 million) corporate bonds issuance by private placement of Masan Consumer, a Vietnamese food and beverage brand. The dong-denominated, non-convertible bonds are one of the largest issues of corporate bonds in the Vietnamese market.

YKVN’s capital markets practice is highly regarded in Vietnam. Led by Truong Nhat Quang, the group has acted as counsel in some of the most pioneering, high value transactions. In addition to representing Masan Consumer, the issuer, on its D9 trillion corporate bonds, the team, headed by Duong Thu Ha, worked with international law firms in China, Hong Kong, and Vietnam to bring a high-yield bond issuance to market. The bonds, a Rule 144A/Regulation S offering, are expected to be listed on the Stock Exchange of Hong Kong. Rule 144A allows qualified institutional buyers to trade privately placed securities among themselves during a two-year holding period, and Reg S exempts an issuer from registering offerings made outside the US under the US Securities Act.

The construction and real estate practice at Audier & Partners regularly advises clients across commercial, industrial, and residential sectors. Etienne Laumonier and Nguyen Cong To have been advising a hospitality services provider on a development on the island of Phu Quoc. “There is a level of trust in that I know,” notes a client, “that they can get the work done in a timely manner for reasonable cost.”

Headed by Nguyen Trung Kien, the construction and real estate group at BD Law advises clients on complex buildings and construction contracts for large urban developments. Instructed by Thuy Duong Group, Nguyen and Hoang Anh Dung counselled on the $60 million transaction to develop a new urban city in Hai Phong, in partnership with 319 Corporation, a company under the Ministry of Defence.

Bizlink Lawyers & Consultants has a reputable construction and real estate group, which advises on foreign direct investment (FDI) policy and approval, and contract drafting and negotiation. Nguyen Thanh Cong was counsel to a joint venture between Vietnamese and Japanese property developers on a mixed-use $100 million complex in Hanoi.

The real estate team at Bross & Partners has a number of projects across Vietnam. Hung Tran, managing partner, has handled large, complex property developments. Tran was counsel on the $100 million Crown Plaza Complex, a mixed-use project in the west of Hanoi. The practice has also been advising on the construction of Green City, a housing and trading complex in Ho Chi Minh City.

The construction and real estate practice at LNT & Partners offers extensive advice on industrial projects around the country, including a multibillion dollar property complex. Instructed by Malaysian developer IJM Land, practice head Thai Binh Tran, described by a client as “helpful and willing to go the extra mile”, and Dao Nguyen have been retained for a $40 million property complex in Dong Nai.

Vu Thi Que heads the construction and real estate group at Rajah & Tann LCT Lawyers. As a fluent Chinese and English speaker, Vu can communicate with offshore construction companies and developers, offering end-to-end service for some of Vietnam’s most innovative property developments. She has advised Paujar Group, a Taiwanese company on two developments in Ho Chi Minh City.

Dang Anh Quan is Russin & Vecchi’s specialist in Vietnam’s construction and real estate sectors. A lecturer in land and real estate business law at Ho Chi Minh University of Law, Dang has extensive experience of mid-to-large real estate development projects across the country.

David Lim, managing partner of ZICOlaw in Vietnam, has a well-earned reputation as a leading lawyer in Vietnam’s real estate sector. Lim has continued to advise not only on innovative transactions, but also head the Vietnam Business Forum’s property committee. Participation in this World Bank Group-initiated policy dialogue between the Vietnamese government and business ensures the firm’s influence in policy and legislation. Lim and My Vo, praised by a client for their “real estate and Vietnam experience” and “focused, practical experience”, respectively, are advising an Asian sovereign wealth fund on an $80 million real estate investment.

Audier & Partners has advised corporations and investors on all types of corporate and M&A transactions, including financial and trade sales. Nicolas Audier, Nicolas Picard, Bernadette Fahy, and Etienne Laumonier acted as legal counsel to long-standing client Casino Group on the €1 billion ($1.1 billion) sale of Big C Vietnam to Central Group.

Jerome Buzenet, managing director and corporate and M&A head, leads DFDL’s advice to domestic and international clients, which is supported by the cultural and language capabilities of the China, India, and Japan desks. The firm is “very responsive”, says a new client. Buzenet and Hoang Phong Anh advised S5 Asia Group, a shipping logistics company, on its acquisition of an equity interest held by Jardine Matheson Europe.

The corporate and M&A practice of Frasers Law Company has been among the leaders over the past decade in Vietnam. A client praises the group for offering “responsive and commercial advice”. The team, led by Mark Fraser and Justin Gisz, is familiar with acting on the side of both buyer and seller. Cross-border (Australia, Japan, and Singapore) acquisitions the practice has advised on are spread across the food and beverage, pharmaceutical, real estate, and telecommunications sectors and worth more than $1.2 billion.

The corporate and M&A practice at LNT & Partners has regularly advised international and domestic clients familiar with M&A transactions. It has also worked on deals where the team needed to convince a sceptical client about a deal’s value. Partnering with an international law firm, team head Quyen Hoang and Thuy Nguyen, praised by a client for “speed and hard work”, advised an initially reluctant Glomed Pharmaceutical, which had never completed an M&A, on a $75 million transaction.

Led by Nguyen Gia Huy Chuong, the corporate and M&A group at Phuoc & Partners relies on a strong cross-practice effort to advise clients, in particular in the automotive, healthcare, and media sectors. Nguyen advised Thanh Thanh Cong Investment and Sacomreal on a near-$70 million divestment from real estate projects in southern Vietnam. Nguyen has “good legal knowledge and [a] professional working behaviour”, says a large Vietnamese real estate developer.

Strengthened by the regional Rajah & Tann network, the corporate and M&A group of Rajah & Tann LCT Lawyers reports a significant number of M&A transactions, totalling more than $3 billion during the past 12 months. The practice including Vu Thi Que has a “prompt response, great commitment, and great network”, says a Japanese industrial client. Real estate transactions have been dominating the sector tallies, due to the new real estate laws in Vietnam, which have opened the market to greater foreign investment.

Michael Lee heads the corporate and commercial team at Tilleke & Gibbins, which is strong in corporate formation and licensing, as well as M&A. Jim Dao advised POSCO, a Korean steelmaker, on a partial equity acquisition of a Vietnamese steel processing and port project from Nippon Steel, a steel producer from Japan.

VCI Legal is noted for advising domestic and foreign clients through the whole cycle of M&A transactions – from planning to advisory to implementation. Headed by Tuan Phung, the corporate and M&A team handles transactions to purchase, register, and use assets, shares and other securities.

Vo Ha Duyen and Dang Duong Anh lead VILAF’s corporate and M&A group, one of the largest teams in the Vietnamese market. The practice is “deeply knowledgeable of [the] jurisdiction and industries”, says a client. High-profile deals tend to be complex and involve innovative structures. Instructed by GE during its $17 billion global acquisition of Alstom’s power and grid division, Kevin Hawkins advised on the Vietnamese leg of the worldwide deal, involving antitrust, diplomatic, licensing, and political issues, in part due to the French government’s rejection of GE’s initial bid.

The corporate and M&A team at YKVN, one of the few Vietnamese firms to have an office abroad (in Singapore) specialises in cross-border corporate restructurings, disposals, joint ventures, M&A and takeovers. During the past nine years the practice has advised on most if not all of the sales of stakes in the large state-owned enterprises. Minh Dang and Diep Hoai Nam have been managing the team, with Truong Nhat Quang acting as local counsel on a Vietnamese consumer goods company’s tailor-made and heavily negotiated sale of an equity stake to a strategic buyer.

The dispute resolution and litigation practice at Audier & Partners bases its approach to dispute resolution on robust knowledge and experience of local and global arbitration and litigation procedures, including Bernadette Fahy’s counsel in cases under the UN Commission on International Trade Law (UNCITRAL) and International Chamber of Commerce (ICC). Nicolas Audier, Fahy, and Tran Trong Binh have been advising a French commodities company on its $70 million arbitration claim against the Vietnamese government for outstanding debts due under long-term commodity supply contracts, under Vietnam and France’s bilateral investment treaty.

Dispute resolution and litigation is one of the core practices at Bizlink Lawyers & Consultants. Nguyen Duc Manh specialises in dispute resolution, labour and corporate governance. Nguyen has acted as legal counsel for a Korean group in a $100 million dispute involving a high-rise property in Hanoi. 

Dzungsrt & Associates is a specialist firm focused on dispute resolution and litigation. Nguyen Manh Dzung has not only litigated prominent cases but has also influenced legal reforms in Vietnam’s disputes sector, including key inputs into the new Vietnam International Arbitration Centre Rules, expected to be published in 2016. They provide, a client says, “considerable comfort and [are] without equal in what can only be described as a difficult jurisdiction”.

The dispute resolution and litigation team, led by Justin Gisz and Mark Fraser, at Frasers Law Company is respected for its efforts to maintain business continuity for its clients while attempting to resolve a dispute. The team has recently secured a large portion of its instruction from banking and finance, oil and gas, and technology, media and telecommunications.

Thi Kim Vinh Nguyen leads LNT & Partners’ dispute resolution and litigation practice, which has been involved in several highly complex banking litigation matters. “They are good, quick and responsive as per [our] request,” says a client. Net Le and Diep Nguyen defended Coca-Cola in a frivolous lawsuit brought by a disgruntled consumer.

The Vietnamese office of regional firm Tilleke & Gibbins regularly advises on a range of matters such as trade disputes, transportation and insurance disputes, and white-collar crimes. Headed by Thomas Treutler, the practice, which is “very knowledgeable, competent, professional and prompt”, according to a client, also has intellectual property (IP) enforcement teams working with law enforcement in raids across the country.

Instructed by Luks Realty, Duy Minh Ngo, head of the dispute resolution and litigation practice, and Ngoc Hieu Bui of VB Law appeared before the People’s Court of Ho Chi Minh City to settle a near-$20 million cooperation contract dispute with Trans Asia Viet (TAV) and TAV’s countersuit.

With a growing reputation in construction, finance and maritime disputes, the dispute resolution and litigation group at VILAF has more frequently been advising in arbitration cases, in addition to litigation. Pham Si Hai Quynh and Tran Anh Hien acted for a power plant to claim compensation from a shipping company and its protection and indemnity (P&I) club after its equipment was damaged.

Pham Nghiem Xuan Bac leads Vision & Associates’s dispute resolution and litigation practice, which has been particularly successful at representing retainer clients, such as Vietmindo, an Indonesian mining company, and Kei Sei, a Japanese rail company, before courts such as the People’s Court of Hanoi City. Le Tuan Anh advised Lintec on the successful settlement of a construction contract dispute.

Headed by Truong Trong Nghia and Luu Tien Dzung, YKVN’s dispute resolution and litigation group has expanded significantly into international arbitration under Minh Dang. A diverse mix of internationally-qualified talent enables the practice to advise on cross-border disputes, a specialty likely to grow given Vietnam’s economic liberalisation. Truong Trong Nghia advised Bunge Group, a US agribusiness and food company, on a matter with a roughly $60 million Vietnamese joint venture company. While the chief justice of the Supreme Court had the case under review, the team was able to persuade a shareholder to sell its stake and collaborated with the Department of Planning and Investment to prevent the recurrence of one of the underlying legal issues.

The energy and natural resources practice at DFDL, led by Martin Desautels and Hoang Phong Anh, has been advising a foreign lending consortium on $2 billion in syndicate loans to a power plant in Vietnam. With Singapore as the dispute jurisdiction, the transaction is one of the largest foreign syndicate loans in the domestic power sector.

Ngo Quynh Anh and managing partner Tony Nguyen of EPLegal’s energy and natural resources team have been advising publicly-listed Vinh Son-Song Hinh Hydropower (VSH) on contracts under relatively new Vietnamese laws, such as the 2013 Law on Bidding and 2014 Law on Construction.

Frasers Law Company’s energy and natural resources practice acted as local counsel to a lending consortium on an integrated petrochemicals project in southern Vietnam. Headed by managing partner Mark Fraser, Phung Thao and Pham Han, the team was instrumental in the due diligence process, specifically on the government guarantee and security issues.

LVN & Associates, managed by Linh Quynh Doan, and UK international law firm Watson Farley & Williams entered into a strategic partnership in June 2015. Instructed by JAKS Pacific Power, Doan advised on a $1.9 billion 1.2 gigawatt coal-fired thermal power project in Hai Duong.

Nguyen Thanh Tung heads the energy and natural resources team at VILAF, which has been busy advising on some of Vietnam’s largest energy projects. Tran Tuan Phong and Luu Hoang Ha has been advising a Thai oil and gas company on project development and financing issues on a multi-billion dollar project including land acquisition, government guarantees and investment protection. A client describes the firm as “conscientious [with] attention to detail”.

Led by Truong Nhat Quang, head of the energy and natural resources group, and Diep Hoai Nam, YKVN advised the Export–Import Bank of Korea and Korea Trade Insurance, and a consortium of 12 foreign banks, on the $2.1 billion Mong Duong 2 coal-fired power project. Legal advice is expected to continue until 2018.

Banking and finance lawyers at Frasers Law Company, managed by Mark Fraser, offer valuable regulatory counsel to financial services clients including global banks from Japan, Germany and the US. The team helps these financial institutions and Vietnamese branches of corporate and retail banks navigate the jurisdiction’s dynamic financial law and regulatory environment.

Foreign insurers and reinsurers have been approaching the insurance practice at Frasers Law Company more frequently to establish local operations. Mark Fraser, described by an insurance client as having “excellent knowledge of Vietnam law and very experienced [with the ability] to explain complex issues clearly”, and Phung Thao have been advising Marsh Vietnam Insurance Broking on the relevant legal and regulatory frameworks in Vietnam’s vibrant insurance sector.

Led by Dinh Nhat Quang, the insurance team at Leadco Legal Counsel has a long-standing relationship with the Vietnamese subsidiary of Mitsui Sumitomo Insurance (MSIG). Tran Si Vy, Nguyen Xuan Hien, and Dinh Khanh Lam have been delivering legal services to MSIG across a range of corporate matters, not just insurance.

Luu Tien Ngoc and Dang Trong Hieu, of the insurance practice at Vision & Associates, advised Asia Capital Reinsurance Group on a review of the establishment licence granted by Vietnamese authorities to a representative office of the organisation in Vietnam.

D&N International’s IP team has strong expertise in anti-counterfeiting raids against trade mark infringers and collaborating in other ways with IP enforcement authorities. Led by Dang Thi Hong Thuy and Dang Thi To Hang, praised by a client for her “good reports and follow up of the case”, the practice represented Sky, a UK telecommunications company, during an appeal of a NOIP decision. The firm subsequently convinced the Office to change its decision in a March 2016 ruling.

Pham & Associates is a specialist intellectual property (IP) firm. While it offers the full range of IP services – from prosecution and litigation to enforcement in Vietnam and jurisdictions worldwide – the firm is particularly strong in patent and trade mark prosecution, opposition and IP rights enforcement, specifically in unfair competition and infringement through administrative measures. Instructed by FKP Sojuzplodoimport, practice head Pham Vu Khanh Toan and Pham Anh Tuan secured a victory at the National Office of Intellectual Property (NOIP) in a series of decisions revoking 10 trade mark registrations of the client’s Stolichnaya vodka brand in Vietnam.

A prominent and experienced IP practice in Vietnam, Tilleke & Gibbins has a reputation for anti-counterfeiting, filing advice and commercial IP work. The team often makes more than 1,000 patent and trademark filings each year. Led by Thomas Treutler, the group has specialists in biotechnology, electronics, pharmaceuticals and semiconductors. Linh Thi Mai Nguyen represented Otis Elevator when opposing a trade mark application by a Vietnamese medical device company. The NOIP refused to approve the opposed trade mark application according to the Law on Intellectual Property.

Bolstered by a team of more than 45 fee earners in its IP group, Vision & Associates advises domestic and foreign clients on all sectors of IP including copyright, designs, patents and trade marks. Headed by Pham Nghiem Xuan Bac, the practice regularly cooperates with reputable IP firms in Cambodia, China, Europe, Singapore and Thailand. Do Quang Hung represented Ponaflex, a Korean plastic hose manufacturer, in a trade mark dispute. The NOIP initially rejected the client’s application but the firm was able to convince the authorities that Ponaflex was the appropriate mark owner.   

DFDL has a strong reputation in M&A involving IT, media and telecommunications companies. Jerome Buzenet, praised by a client for his “clear communication and expert knowledge of the law”, and Tran Thi Vu Hanh performed due diligence on a target of Exclusive Networks, an Australian technology company, during the Vietnamese leg of a multi-market acquisition push in the IT sector.

The IT, media and telecommunications practice at Frasers Law Company is “responsive [with its] commercial advice”, says a client. Mark Fraser, Pham Thanh Mai, and Tran Ngoc Linh Tam have been advising China Telecom on expanding its Vietnamese operations through the import, reselling, and installation of telecommunications equipment in the country.

Duong Quang Long, head of IT, media and telecommunications at Leadco Legal Counsel, who has an “eye for detail and [is a] strategist”, according to a client, has been advising some of the largest Vietnamese and global multinationals for many years. The group advised Oracle, a US technology company, on its corporate restructuring in Vietnam.

The IT, media and telecommunications practice at Tilleke & Gibbins specialises in advising on strategy, negotiating contracts, managing disputes and capitalising on acquisitions of technologies to seize market opportunities. Practice head Jim Dao leads a team that advises on cloud computing, e-commerce and live conferencing. The group works closely with the IP team to protect innovative content in film, internet, radio and television. As well as advising on Vietnamese television and broadcast laws, the practice is at the forefront of counselling clients on local and international data privacy laws.

Vision & Associates’s IT, media and telecommunications team tends to handle matters involving internet privacy, data protection and transfer, technology licensing and outsourcing. Dang Trong Hieu also advised pharmaceutical company Pfizer on how Vietnamese laws affected the use of e-signatures in its local operations.

Managed by Michael Lee, the labour and employment practice at Tilleke & Gibbins provides a high quality of advice on developing and implementing flexible, long-term human capital management strategies in Vietnam. Retained by Microsoft to advise on a range of human resources matters, Kien Trung Trinh is praised by a client for his “knowledge, expertise, professionalism and friendliness”.

Frasers Law Company’s projects and infrastructure practice has extensive experience advising on infrastructure development and financing projects, in particular in the energy, ports, telecommunications and water sectors. The team has acted as legal counsel on a toll way project, acquisitions of two ports and two hospitals, four power generation projects and a petrochemical project in recent months. For the toll way project, Mark Fraser, Mai Nguyen Hoang Lam, and Tran Minh Tuan reviewed the build-operate-transfer contract and government approvals, and advised on the applicability of the Law on Tendering and the new Law on Public-Private Partnerships.

The projects and infrastructure practice at LNT & Partners has a wealth of experience managing large developments. Net Le, Nam Trinh, Quang Le and Minh Vu have been advising the Ho Chi Minh City (HCMC) Management Authority for Urban Railways on the $2.5 billion HCMC metro project, whose first line is expected to be completed by 2020.

While LVN & Associates’s Linh Quynh Doan’s expertise is in large energy and natural resource projects, she also has experience advising a Vietnamese telecommunications service provider on an undersea cable project across Hong Kong, Japan and Singapore. Doan has “unrivalled industry and business knowledge”, says a client.

Given VILAF’s strong banking and finance team, client instructions to the projects and infrastructure practice tend to be in project financing. The practice has been involved in landmark infrastructure projects in Vietnam, such as the $510 million 82-km La Son-Tuy Loan highway. Vo Ha Duyen and Nguyen Thanh Tung advised Bank of Tokyo – Mitsubishi UFJ on a syndicated loan involving 17 regional banks. The team has been reviewing the facility agreements, negotiating a government guarantee, and seeking legal opinions from the Ministry of Justice.

The projects and infrastructure team at YKVN has substantial expertise in project finance, including cross-border finance from export credit agencies, and engineering, procurement, and construction project documents in complex transactions. Vu Dzung and Nguyen Hong Diep had advised Metro Pacific Tollways, one of the largest Philippine toll way companies, on a complex deal with a Vietnamese company.

The restructuring and insolvency group at Frasers Law Company regularly advises financially distressed corporations on possible pathways to recovery. The team also advises on tax restructurings, as well as corporate restructurings, to ensure M&As happen. Debtors and creditors of distressed companies also hire the team, which benefits from expertise in real estate, dispute resolution and employment.

The shipping practice at Dzungsrt & Associates, “the ‘go to’ firm for shipping disputes in Vietnam”, according to a client, has had long-term relationships with global protection and indemnity insurance clubs, ship builders, and ship owners and charterers. Headed by Dang Viet Anh, praised by a client as “easy to work with [and] knowledgeable on both the law and local market”, the team has not only advised large companies but also influenced Vietnam’s legal reform, including comments on the amended Maritime Law.

DFDL, with regional tax group head Jack Sheehan at the helm, offers a combination of specialist tax lawyers and accountants skilled in international tax planning as well as tax operations disputes. Sheehan, Bernard Cobarrubias and Lieu Phan advised a global oil and gas service provider on optimising its corporate and tax structures across Asia. The project was partly in response to the industry’s recent downturn.

Managing partner Mark Fraser leads the tax practice at Frasers Law Company, which has mandates from multinational corporations in Vietnam. Cross-practice advice involves working with the corporate and M&A teams, as clients seek to understand the implications of different tax structures on their local operations.