Asialaw Profiles
The Guide to the legal markets of the Asia-Pacific

With a long presence in the country, Allens Arthur Robinson has a solid international client base including banks and corporate investors.

This year it has worked on a number of confidential project financing and M&A transactions. Discloseable deals include its counsel for Holcim on the US$40 million acquisition of COTEC cement. ANZ and the Commonwealth Bank of Australia (CBA) also turned to the firm for regulatory issues and banking operations in Vietnam. It also assisted PPF Finance Company on the establishment and operation in the consumer finance industry in Vietnam. Its corporate activities also saw transactions in industries ranging from pharmaceutical, real estate, securities to brewing, electronics and media.

Bill Magennis and Nigel Russell are key partners at the firm. Thomas Miller has been very active leading a number of deals this year.

Baker & McKenzie has often been found in large and highly complex deals and projects. International clients often turn to the firm for investments in Vietnam as well as regulatory advice.

This year saw the firm working on the financing for the country’s first oil refinery, acting for BNP Paribas on the US$300 million loan for the construction of the project, which is completed in February 2009 and cost a total of US$2.5 billion.

M&A practice highlights include its representations for foreign clients in inbound investment deals, such as RHB Investment Bank’s acquisition of 49% shares in Vietnam Securities. It also advised a steel maker on the formation of a joint venture to develop a steel complex in Vietnam, which will take 10 years to build at a cost of US$5 billion. Asian Coast Development also mandated the firm on the application for a license for the construction of an integrated resort, such as a casino in Ho Tram, valued at US$4 billion.

More samplings include counselling a Japanese client on the acquisition of the solvent business of Shell Vietnam. It also assisted a foreign brewery maker on a US$24 million acquisition of a stake in Vietnam’s Saigon Beer Alcohol-Beverage Corporation. The firm’s M&A activities range from pharmaceutical, engineering, cosmetics to electronics, petrochemicals and consulting industries.

Fred Burke is a favourite for clients. Oanh Nguyen has also led a number of deals this year.

Frasers Law Company enjoys a well-recognised reputation for its solid advice in financial and corporate transactions, led by name partner Mark Fraser. This year saw it provide advice to International Finance Corporation (IFC), Asian Development Bank and Proparco on the restructuring and transfer of loans to the owner of a foreign owned hospital Franco-Vietnamese Hospital.

Also in real estate related deals, the firm worked for an international investment fund management company over acceptable structures for the provision of assets-backed short- and long-term loans to Vietnamese property developers and other borrowers.

M&A activities saw Nippon Steel mandate the firm in the acquisition of an equity stake in a Vietnamese steel manufacturer, totalling US$1.2 billion. Private Equity New Market also offered the firm roles in a US$26 million purchase of shares in a steel manufacturer and construction company Hoa Phat Group as well as an equity acquisition in the International Consumer Products Corporation.

Acting as counsel for local clients saw Fraser’s representation for NCM Vietnam on the US$350 million formation of a property investment fund, which involved issues such as the development of eight seed projects, contractual arrangements with Vietnamese developers and preparing a fund for a potential Aim listing.

In addition to Mark Fraser, this year saw the return of a Vietnamese lawyer Pham Ba Linh from his secondment with Freehills, the firm’s associated firm Australia.

Having a solid leading position across financial and corporate, Freshfields Bruckhaus Deringer is a favourite for international and local clients for its consistent quality and sound advice.

Notable projects this year highlight its involvement in the shipping sector, where the firm represented Cai Mep International Terminal on the financing of a container facility. It also worked for an international financing company on a US$200 million financing for a port project, as well as a US$60 million loan for the expansion of a cement project.

Deutsche Bank sought the firm’s counsel on the US$25 million purchase and sale of bonds issued by Vietnam Construction & Import-Export Joint Stock Corporation (Vinaconex), a state-owned company. More samplings saw its counsel for Prudential, a shareholder of Vincom joint stock company on a US$13.5 million loan for the financing of the property investments by Vincom.

Tony Foster, who is highly recognised in the market, heads up the practice, supported by Nguyen Quang Vu, Jerome Buzenet and Milton Lawson in corporate transactions and banking and finance with the assistance of Jan Johannsson and Bui Thanh Tien.

The long-established French firm Gide Loyrette Nouel receives mandates from its loyal client base including local and international financial institutions, investment banks and multinational corporations.

This year saw the firm’s counsel for a French consumer banking subsidiary on the formation of a financial leasing company. Clients also turn to the firm for banking regulatory advice when merging offshore credit and finance institutions.

Other examples saw its advice for foreign investors, such as an American investment fund on forex issues for its investment in listed and unlisted securities in Vietnam. It also assisted a French-Italian aircraft manufacturer on a novel lease agreement in connection with the implementation of the Law and Civil Aviation.

Corporate transactions include the representation of French oil company Total, which is one of the six supermajor non-state-owned energy company on issues such as re-registration of its subsidiary in Vietnam and a capital assignment to the Vietnamese party.

Francois d’Hautefeuille and Jesse Lieberman are two key partners at the firm.

Renowned for its expertise in real estate transactions, Mayer Brown JSM also enjoys a highly-recognised reputation in capital markets work.

For example, Bank for Investment and Development of Vietnam (BIDV) mandated the firm to advise its role as arranger in the D2 trillion (US$112 million) bond offering by Vinpearl Tourism and Trading Joint Stock Company (Vinpearl). BIDV also retained the firm in the D1 trillion (US$56 million) bond issuance by Hoang Anh Gia Lai.

Highlights of banking deals saw HSBC offered the firm roles in syndicated lending deals such as the US$150 million syndicated loan facility agreement with the state-owned PetroVietnam Drilling Investment as well as the D112 billion (US$6.3 million) term loan facilities for the SonKim Land Corporation. Other banking clients include Standard Chartered Bank, ABN Ambro, Bank of Tokyo-Mitsubishi and BNP Paribas.

The firm is also working on private equity deals such as equity investments and arranging exits by way of trade sales, IPOs or repurchase by founders. Dao Nguyen, Hoang Anh Nguyen and Phuong Nguyen are key partners of the firm.

Vietbid has been found in several power projects and has had a steady deal flow this year with roles in several financing deals. For example, Asian Development Bank sought the firm’s counsel on a program loan for financial leasing companies in Vietnam. It also assisted Glowtec Vietnam on the offering of a straight interest corporate bond.

The firm also maintains a close relationship with government bodies and official department. This could be seen from its representation for the Ministry of Finance on the development of securitisation in Vietnam by studying the implications of laws in other countries. It also assisted the Ministry of Trade and Industry on the project contracts for the development of Mong Duong 2 BOT (Build-Operate-Transfer) power project with AES.

Nguyen Thanh Ha and Tran Duc Hoai are leading partners of the firm.

Vilaf-Hong Duc has had a successful year, attracting roles across capital markets, project finance as well as M&A transactions.

Notable projects include its counsel for two Korean banks, Woori Bank and Kookmin Bank on the US$350 million offshore loan for the development of Keangnam Hanoi Landmark Tower, a residential and office property which cost a total of US$1 billion. Highlights of capital markets deals saw an overseas IPO where the firm acted for VinaCapital Hospitality Portofino on the Singapore Stock Exchange at the end of 2008.

In M&A, the firm worked for Russian mobile Vimpel Commucations on the formation of a joint venture with GTel Mobile as well as the acquisition of the Vietman company’s global telecommunication mobile project, totalling US$1.8 billion. In the shipping sector, the firm acted on PV Transportation’s US$175 million acquisition of three Aframax tankers to transport crude oil and petroleum products to Vietnam’s first refinery, representing a consortium of lenders led by Citibank Tokyo.

Tran Tuan Phong and Dang Duong Anh co-head the corporate team. Banking practice is led by Nguyen Quang Hung.

Vision & Associates caters to a panel of local banks, state-owned enterprises as well as government bodies.

With solid experiences in local banking regulations, foreign banks and local government department often turn to the firm for regulatory advice, such as the Ministry of Finance, the State Securities Commission and the State Bank of Vietnam on the development of debt, equity and monetary markets. The World Bank also consulted the firm on issues such as securitisation of sub-loans to finance infrastructure, prevention of credit risks and advice on a range of authorised products. The state-owned Vietcombank has consulted the firm on corporate governance issues

M&A activities saw the firm’s counsel for Prime Group on its stake acquisition and subscription of convertible bonds of a Vietnamese company. It also worked for State Capital Investment on a proposed acquisition of shares in one of its subsidiaries by a foreign investor.

Leading individuals include Pham Nghiem Xuan Bac and Luu Tien Ngoc.

As one of the largest local law firms, YKVN has had an exceptionally impressive year, gaining great exposure for its role on a number of banking, project financing and private equity transactions.

No less active is its capital markets practice. In a US$1 billion bond offering deal, the firm acted as counsel for lead managers including Barclays, Citigroup and Deutsche Bank in the issuance of Vietnam sovereign bonds under the Rule144/Regulation S. It also assisted Techcombank on the proposed D1 trillion bond issuance.

Notable projects saw the firm’s counsel for foreign investors such as China Southern Power Grid International and China Power International Development on the US$1 billion financing of a build-operate-transfer (BOT) coal fired power plant. It also provided advice to Viet-Lao Power Joint Stock Company on the US$237 million financing of a hydroelectric plant, which was partly funded by a US$131 million facility from Natixis guaranteed by the Vietnamese government.

More samplings highlight representation for IFC and Proparco on Techcombank’s mortgage loans in Vietnam, totalling D320 million and US$15 million respectively. Foreign investors often turn to the firm for advice on strategic investment in Vietnam, such as the advice to Mekong Capital on the stake acquisition in computer distributor digiworld and its sale of shares in a local LPG trading company.

Truong Nhat Quang heads up the banking and finance team. M&A practice is led by Diep Hoai Nam. Other leading individuals include Vu Dzung and Duong Thu Hua.

Audier & Partners

A newly-formed firm, the practitioners at Audier & Partners are no strangers to the market. Led by managing partner Nicolas Audier, formerly a leading lawyer at Gide Loyrette Nouel, the full-service firm offers services ranging from banking and finance, and corporate to dispute resolution and labour and employment. Its core group of practitioners all followed Audier from Gide, including partners Bernadette Fahy, Etienne Laumonier, Nicolas Picard and Hadrien Wolff.

Since the firm’s establishment in late 2008, the team has been working on major infrastructure financing and noteworthy M&A deals such as advising a leading European Bank on its acquisition of a strategic shareholding in a state-owned commercial bank.

Bizlink Lawyers & Consultants

Bizlink Lawyers & Consultants offers a full-range of financial and corporate services. It has experience working on both local and cross-border banking and finance and M&A transactions including general lending, asset finance, project finance, debt restructuring, public and private M&A, and joint ventures. For financing work, the firm provides advice on tax, foreign exchange control, governing laws, dispute resolution and administrative procedures. For M&A, the team conducts due diligence, drafts contractual documents, applies for licensing requirements and other issues concerning corporate transactions. The leadership comprises Do Trong Hai, Tran Duc Son, Vu Cat Tuong, and Nguyen Thang Cong.

Indochine Counsel

Indochine Counsel is a growing force within the legal market as a full-service firm that earlier this year formed a strategic alliance with Leadco Vietnam Legal Counsellors. Another highlight was its hiring of financial and corporate specialist Bui Ngoc Hong who was formerly at Frasers Law Company, Roedl & Partners, and most recently Allens Arthur Robinson. Offering clients quality legal solutions in areas such as banking and finance, corporate and M&A, securities and tax among many other sector-specific niches, Indochine Counsel has been seen on some significant deals recently. For example, at the end of July 2009 the firm advised Seaf Blue Waters Growth Fund in an equity-linked debt investment of US$1.7 million through a convertible bond subscription to be issued by Hoa Binh Corporation. Dang The Duc is the managing partner of the firm and he is supported by three partners Le Nguyen Huy Thuy, Phan Anh Vu, Bui Ngoc Hong and 14 other associates, of counsels and consultants.

Investip

Investip’s practice focuses on two main areas: IP and investment consultancy. The firm is a full-service investment consulting firm that has offices in Hanoi and Ho Chi Minh City. Offering assistance to clients on every step of the investment process, from market entry strategy, requisite document filing, to navigating tax concerns and finally implementation and execution, the consultants at Investip have over two decades’ experience in this field.

Leadco

Leadco Vietnam Legal Counsellors (Leadco), established in 1992, is based in Hanoi and is a full-service firm offering counsel on all financial and corporate, and industry-specific areas. Phan Nguyen Toan is the firm’s managing partner and the leadership is rounded out with Alexandre Legendre. Core services include assisting foreign clients to set up businesses and establish operations in Vietnam, localise contracts and agreements to comply with domestic regulations, M&As, restructurings, equity and debt financing, and litigation and managing dispute resolution cases through arbitration or mediation.

Tran Son & Associates

Tran Son & Associates is a full-service domestic law firm that has a long list of foreign and domestic clients, providing legal advice on local and cross-border transactions. The team has abundant experience on financial and corporate matters, including assisting overseas clients on investment procedures such as completing necessary documents, mergers, restructurings, share and business acquisitions, project and trade financing, drafting loan and security documents, and rendering legal opinions on regulatory, financing and banking issues.

In addition to its financial and corporate work, the firm has considerable strengths in employment law, dispute resolution and litigation, and IP rights.