DFDL

To advise clients with interests in Cambodia and ASEAN markets as a whole, DFDL and local law firm Sarin & Associates established a commercial association in March 2016. Promoted in January 2016, Daniel Wein leads the local banking and finance practice in compliance, lending, trade finance and structured finance. Guillaume Massin is assisting French bank BRED Banque Populaire to establish a subsidiary in Cambodia. Advice concerns obtaining a banking licence from the NBC. While awaiting NBC approval, the team is drafting commercial lending documents and negotiating the long-term lease of the bank’s headquarters in Phnom Penh.

The Phnom Penh office of regional firm DFDL collaborated with domestic firm Sithisak Law Office, which is accredited by the Securities and Exchange Commission of Cambodia (SECC) to practise securities law in Cambodia, to advise on the Khr21.2 billion ($5.1 million) initial public offering (IPO) of Phnom Penh Autonomous Port on the Cambodia Securities Exchange (CSX) in December 2015, only CSX’s third IPO ever. The practice is advising on proposed IPOs of Cambodian companies in Australia and Hong Kong.

The accelerated growth in 2015 for the construction and real estate practice at DFDL continues in 2016. Headed by Seka Hep, the team specialises in commercial, residential and mixed-use development, economic land concessions and special economic zones. Counsel in high value development projects includes formation of a land holding company, preparation of share protection documents and negotiation of sale and purchase agreements.

Corporate and M&A practice head Chris Robinson at DFDL has been managing an increasing number of transactions and complex deal structures and negotiated terms. Global brands make up a significant portion of the team’s clients. As Chinese foreign direct investment increases, Robin Teow, deputy practice head and former partner at a Beijing law firm, is helping to maintain and expand the number of Chinese clients.

DFDL’s energy, mining and infrastructure practice advises on engineering, construction and procurement, as well as the financing aspects of energy projects in Cambodia. The team advised on a bridge financing for ICBC, China Development Bank and Bank of China for Lower Sesan 2, one of Southeast Asia’s first hydro power projects.

DFDL’s energy, mining and infrastructure practice not only advises on oil and gas, and renewable energy projects but also telecommunications, roads and ports. The group advised Phnom Penh Autonomous Port on its Khr21.2 billion ($5.1 million) initial public offering on the Cambodia Securities Exchange. The practice, led by David Doran, who has “experience on [the] ground, history, network and cultural understanding”, according to a global brand client, has experience working with export credit agencies as well.

DFDL’s shipping and aviation team in Phnom Penh has worked on several transactions since 2015. The practice assisted a US aviation investment firm on its potential investment in Cambodia by advising on aircraft leasing and warehouse financing. The growth of the aviation sector is linked to the expansion of Cambodia’s infrastructure which includes the extension and renovation of the international airport.

Clint O’Connell, head of the tax practice at DFDL, advises clients on tax structuring, advisory and dispute management. The team handles income tax, international tax, tax consolidation, capital gains tax and transfer pricing. Strengths of the group include tax planning across multiple jurisdictions, tax structures for M&A and transfer pricing. The group advised a Vietnamese hospitality company on a joint venture agreement. Analysis and advice on cross-border treaty arrangements between Cambodia and Vietnam including transfer pricing were part of the mandate.

The banking and finance practice at regional firm DFDL’s Vientiane office had been managed by Rupert Haw until Kristy Newby replaced him as managing director and practice head in August 2016. Haw continues with the firm as a part-time consultant. The team has strong relationships with development banks and export credit agencies, such as the Asian Development Bank and the Export-Import Bank of China. Chairman David Doran advised on the International Finance Corporation’s guarantee to secure the payment obligations of ACLEDA Bank Lao. The transaction involved a loan by the Vientiane branch of CIMB Thai to bolster the financing of micro, small and medium enterprises in different industries including agriculture.

The construction and real estate practice at DFDL advises local and international developers and construction firms. Rutherford Hubbard advises multinational companies investing in real estate development including public-private partnerships.  Bounyasith Daopasith specialises in real estate investments in the retail and tourism industries.

The corporate and M&A practice at DFDL is strong and well regarded. The practice has “experience on the ground and history,” according to a client. The team represents large multinational banks and companies, such as ANZ and Rio Tinto, and local small to medium sized enterprises on all corporate and commercial legal matters. Rutherford Hubbard, Kristy Newby and Senesakoune Sihanouvong have been advising a timberland investment fund on a proposed acquisition of a plantation forest company in Laos. The group has provided due diligence on the concessionary rights, project documentation and land rights.

Energy and natural resources is a critical practice for DFDL in Laos because the agriculture, electricity, gas, mining and water sectors account for 41% of Laos’s gross domestic product, according to the Asian Development Bank. David Doran, praised for his “network and culture understanding” by a client, heads the practice covering the energy, mining and infrastructure sectors. Different practices such as commercial, dispute resolution and tax came together during the year, enabling the team to advise on projects spanning the Middle East, Mekong region and South Asia. Praised by a client for her “responsiveness and hard work”, Audray Souche advised on China Southern Power Grid International’s $450 million 168 megawatt Nam Tha 1 hydroelectric power project. An innovative feature was Souche’s handling of the project company’s outsourcing of the resettlement obligations to the off-taker. 

With less than 1% of Laotians covered by insurance, the underdeveloped industry has significant potential to grow. Reinsurers from energy and natural resources projects take up more than half of the annual insurance premiums, estimated to be well below $100 million. Seizing on the opportunity is DFDL’s Vientiane office. David Doran, and a team including Lasonexay Chanthavong and Bounyasith Daopasith, have developed a relationship with a global insurance company. The client has successfully incorporated in Laos and is expanding its need for advice in other insurance matters.

At DFDL, Vinay Ahuja, a specialist in cross-border transactions, and David Doran advised a European telecommunications company on its hardware and technology for international voice communications by internal and external network operators. 

A range of clients – from global technology companies to foreign embassies – work with the labour and employment practice at DFDL. Danyel Thomson specialises in employment agreements, labour regulations and other human resources documentation applicable in Laos. The International Labour Organisation and Lao National Chamber of Commerce & Industry retained the firm to review and revise the 2013 Labour Law Guide.

The energy, mining and infrastructure practice of DFDL is one of its strongest. The Vientiane office benefits from the knowledge, experience and expertise across the firm’s Southeast Asia network. The team, which regularly uses cross-practice resources in construction and engineering, finance, and tax, has advised on projects valued at more than $25 billion in the past 10 years. Audray Souche, head of clean energy, and Walter Heiser, leader of the hydro and thermal team, join practice head David Doran to advise on some of the region’s largest projects in the airport, road and railway sectors.

As one of the first foreign legal and tax practices in Laos, DFDL has a rich history of handling tax transactions – whether as standalone mandates or as part of corporate and commercial transactions. Senesakoune Sihanouvong, experienced in accounting and finance with thorough knowledge of Laotian tax matters, and Jack Sheehan, the firm’s regional tax head, advise both local and international clients.

Rashane Leerabandhu leads a team of finance lawyers at DFDL, which is strong on outbound investment projects in Cambodia, Laos, and Myanmar. Audray Souche, noted for her “responsiveness and hard work” by a peer, advised the domestic lenders of Xayaburi Power, a Laotian hydroelectric company, in a $3.5 billion share transfer for a 1,285 megawatt (MW) project.

The corporate group at DFDL, headed by Rashane Leerabandhu, has been active in M&A in IT, lifestyle brands and real estate. Inbound work has been for multinationals increasing their presence in Bangkok due to the attractive incentives on offer in the anticipated ASEAN Economic Community. Outbound service has been in foreign direct investment (FDI) into ASEAN markets by Thai companies. For instance, Martin Desautels advised Archetype Group, a construction consultancy, on a multi-market acquisition of Tebodin’s Asia-Pacific operations.

DFDL’s energy, mining and infrastructure group is a regional powerhouse, earning a strong reputation for its involvement in $25 billion worth of projects during the past decade. Regional practice head David Doran is praised by a client for his “experience on [the] ground, history, network and culture understanding”. Instructed by an infrastructure investment manager, Rashane Leerabandhu conducted due diligence and drafted share purchase agreements for the acquisition of Thai water processing plants.

Headquartered in Bangkok with 15 partners in 10 offices stretching from Dhaka to Jakarta, DFDL’s energy, mining and infrastructure (EMI) team is a regional powerhouse. David Doran, the chairman and regional practice head, manages a full service group able to provide legal and tax advice to developers, investors, lenders, and sponsors, some of whom are based in the Middle East. Excluding the energy and natural resources sector, infrastructure projects tend to be in ports, roads and telecommunications.

Robert Fitzgibbons at DFDL specialises in legislative, regulatory and strategic issues in energy and natural resources, including renewable energy, and projects and infrastructure.  With more than three decades of legal experience, Fitzgibbons is noted for his capabilities in restructuring.

Jack Sheehan, regional tax group head, manages a team at DFDL of about 30 lawyers, accountants and other professionals. Clients include Heineken Asia Pacific and Krung Thai Bank. Sheehan and Emvalee Chiarapurk have been advising a Thai telecommunications company on tax planning for cloud computing operations across multiple jurisdictions in Thailand, Singapore and the US.

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 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.

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.

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.