DFDL

Thailand managing director Audray Souche and leading lawyer Daniel Wein, banking and finance practice leader in Phnom Penh and senior adviser, of DFDL, a Southeast Asia regional firm, advised Bank of China on a $421 million loan refinancing. Firm managing partner Martin Desautels, a market-leading lawyer, and Wein assisted a group of Korean banks on their acquisition of a Cambodian commercial bank. Instructed by a Hong Kong commercial bank, Desautels and Wein also worked on the share purchase of a Cambodian microfinance institution. “Daniel was pro-active and responsive on our deal,” says a peer.

DFDL’s Chris Robinson, Vansok Khem, Seka Hep and Mariza Ung assisted as Cambodian counsel on Chinese sofa company Morris’s HK$218 million initial public offering in Hong Kong. Work included due diligence of the Cambodian subsidiary.

Doubling as managing director of Cambodia and practice head at DFDL, market-leading lawyer Guillaume Massin and Seka Hep, another market-leading lawyer, advised a global non-governmental organisation on its land purchase in Phnom Penh. Massin and Vincent Morand assisted BRED Bank on securing a 25-year lease for its Cambodia office. The team conducted due diligence on the building and title, while head of taxation Clint O’Connell advised on tax matters.

DFDL’s market-leading lawyer Chris Robinson, practice head, Maly Courtaigne-Op and David Fruitman advised Lagardère Active Radio International on its acquisition a 49% stake in LVMG, a Cambodian radio broadcasting operator. Robinson and Vansok Khem assisted a client on its acquisition of a pharmaceutical chain in Cambodia. Work included structuring the business transfer agreement, an innovative feature of the deal, and establishing a special purpose vehicle to purchase the target company. Robinson and Khem also acted for a Thai construction and engineering company on forming a joint venture with a Cambodian construction company.

Audray Souche, Thailand’s managing director, and Daniel Wein, a corporate leading lawyer, of DFDL advised Sunseap International, a Singaporean solar energy developer, on a renewable energy project. Financed by the Asian Development Bank, the $12.5 million 10 megawatt (MW) project is Cambodia’s first large scale solar farm.

DFDL’s banking and finance market-leading lawyer Martin Desautels, Alex Larkin and Vansok Khem are advising a Singaporean private equity firm on its potential share purchase of a Cambodian household products retailer. Due diligence on the target company and advice about the regulatory approval process are important features of the work.

DFDL’s regional practice leader Jack Sheehan, market-leading lawyer Clint O’Connell, head of Cambodia’s tax team, Borapyn Py and Vajiravann Chamnan advised a conglomerate on reducing its tax exposure in Cambodia. The project included collecting and analysing information from the different divisions and recommending a pathway forward. Audray Souche, Thailand’s managing director, Sheehan, O’Connell and Daniel Wein, a corporate leading lawyer, assisted a Thai construction and engineering company on tax matters.

Southeast Asia regional firm DFDL’s Audray Souche acted for a group of Thai banks to provide $574 million to refinance the construction and operation of the 615 megawatt (MW) Nam Ngum 2 hydroelectric project. Structuring the transfer agreements between this new group of lenders and the previous one complicated the transaction. Souche and Walter Heiser, a newly promoted partner, advised the project sponsors from Laos and Thailand on the 650 MW Nam Theun 1 hydroelectric project.

DFDL is highly regarded in energy and infrastructure projects through Southeast Asia. China International Water & Electric instructed new partner Walter Heiser, a leading lawyer, on two projects: its development of a $335 million 160 MW hydroelectric power project and the 600 MW Houaphan mine-mouth thermal power project, which will have the power plant near the mine. Advice related to structuring the project, shareholders and power purchase agreements. As project counsel, Audray Souche, Heiser and market-leading lawyer Kristy Newby, the firm’s managing director in Laos, are working with China Southern Power Grid on the development and construction of the $447 million 168 MW Nam Tha 1 hydropower project in Bokeo province. Newby also advised an alternative investment firm on a cross border (Singapore, Japan and British Virgin Islands) acquisition.

Southeast Asia firm DFDL’s Danyel Thomson, regional head of its employment group, advised an air service company on employment terminations because the company was stopping operations. She also acted for an aid and development agency on its employment agreements.

Instructed by a railway company, leading lawyer Walter Heiser, a newly promoted partner, of DFDL advised on a 414 km rail expansion project in Laos. In addition to structuring the shareholders and concession agreements, work involved labour and tax issues.

DFDL had more work from both domestic and international clients on cross-border financing compared to the previous 12 months. Martin Desautels advised Eatigo International to obtain series B investment from TripAdvisor. Rashane Leerabandhu advised a joint venture fund on their investment in fintech peer to peer lending start-up, MoneyTable, including due diligence, preparation of relevant agreements and developing investment structures.

The real estate and construction practice at DFDL focuses on luxury residential development projects, hotel acquisitions and brand negotiations. Marcus Collins advised Ping An Bank on a receivables financing structure for Chao Phraya development, one of the largest riverside developments. This was the first single-bank financing in Thailand by a Chinese bank.

DFDL is widely recognised for its expertise in the energy and natural resources sector, especially in South Asia. “DFDL has good industry knowledge and impressive understanding of Thai law,” says one client. Walter Heiser is acting for the sponsor Power China Resources on the development of an 1.16 gigawatt (GW) multiple dam cascade hydropower project. Audray Souche advised International Finance Corporation on a 100MW+ hydropower project, including review of the legal framework for procedures to negotiate a power development agreement with the government of Nepal.

DFDL has a fully dedicated tax team with expertise in both local and international markets including transfer pricing, M&A and tax controversy. Jack Sheehan heads the regional tax practice group at the firm who specialises in international tax planning, M&A and inbound and outbound investments related tax matters. Sheehan advised Express Food Group on the capital and ownership restructure of its business in the region, which involved companies in Singapore, Thailand, Laos, Cambodia, Myanmar and Hong Kong to restructure ownership under a Thai holding company. He also assisted the client in the sale of its minority stake and issuance of new shares in a Thai holding company to a private equity fund.

DFDL’s banking and finance group has a solid track record advising on complex financing operations in the energy and mining sectors, often representing institutional investors and banks. Jerome Buzenet advised a major private commercial bank in Vietnam involving a special arrangement between a local bank and an international life insurance company, considering the incomplete legal framework for the arrangement.

DFDL has built a reputation for international experience and local expertise in the developing Asia region. Jerome Buzenet and Tran Thi Vu Hanh advised Decathlon Vietnam on the structuring, strategies and implementation to obtain the necessary licences and permits for the launch of its first retail business in Vietnam. Buzenet acted for Orchid Capital Investments on its block trade sale of 44.7 million shares in Masan Group Corporation which is equivalent to nearly a 6% stake.

DFDL has an outstanding reputation for legal advice on the development of energy, mining and infrastructure projects across South Asia because of its international and local capabilities, and deep industry knowledge. Jerome Buzenet advised Dragon Capital on the Mekong Brahmaputra Clean Development Fund, its clean energy fund, to develop a solar photovoltaic utility leasing and operating business in Vietnam. Buzenet also advised QPI Vietnam, a subsidiary of Qatar Petroleum International, on its sale of a 25% stake in Long Son Petrochemicals for $36.1 million to Siam Cement Public Company via its Vietnamese subsidiary Vina SCG Chemicals.

DFDL focuses on its telecoms practice under Jerome Buzenet’s leadership. He advised Ironshore Insurance on M&A insurance coverage in relation to the sale of Southeast Asia Telecommunications Holdings, a Vietnam telecom towers business in Vietnam, by VinaCapital to OCK Group, a Malaysian telecoms network provider, and other investors.

“DFDL tax team has a complex approach to each issue, since the team consists from foreign lawyers with long experience in Vietnam, and local lawyers with international experience and understanding. They are on client’s side to elaborate solutions for mitigating the risk,” says a client. Managing director, Jerome Buzenet is praised for his strong local understanding and practical approach while putting forward innovative solutions. Clients appreciate senior tax manager Lieu Phan Thi: “Her tax intelligence is exceptional, both from statutory/legislative and financial implication point of view.”