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

Baker & McKenzie’s dedicated mergers and acquisition team acts for various clients around the globe on inbound and outbound investments. The firm’s “extensive knowledge and comprehensive understanding of Vietnamese law is what separates its advice from competitors’”, says one client.

Peers are also impressed, describing Baker & McKenzie as “a standout law firm in the region”. “The project finance team’s intellect and skills are first class”, says one.

The team boasts a useful combination of special international counsel and locally licensed practitioners. Frederick Burke is described as “a highly regarded practitioner” by one client. “He understands a client’s expectations and is always able to deliver the desired outcome.” Oanh Hoang Kim Nguyen is also well regarded in the market as “a hard working practitioner with solid knowledge of securities and foreign investment,” says one peer.

Freshfields Bruckhaus Deringer is one of the standout firms for corporate M&A work in Vietnam: a jurisdiction in which, according to one client, “clarification to legal interpretations may vary with individual government officers”.

The firm advised AES Corporation on two separate transactions. Firstly, on the sale of a 30% interest in AES-VCM Mong Duong Power, which owns the Mong Duong 2 Power Project. Secondly, the firm advised on the sale of a further 19% interest to PRC state-owned investment agency China Investment Corporation.

Another transaction saw the team advise Singapore Technologies Telemedia in its acquisition of a strategic interest in Electricity of Vietnam Telecom. This significant transaction was one of the first large state-owned enterprise acquisitions of recent years.

The head of Mayer Brown JSM’s M&A practice is Dao Nguyen, a highly regarded practitioner that is described by one peer as “technically very strong, extremely knowledgeable and very methodical in her approach”.

Nguyen is ably assisted by partner Hoang Anh Nguyen, who led the firm’s team in assisting private sector company, Hoang Anh Gia Lai, to become the first Vietnamese company to list overseas. Hoang Anh Gia Lai closed a US$56.5 million global depositary receipt offering on the London Stock Exchange.

The firm also advised the shareholders of Indochina Capital Corporation, a long-standing foreign invested fund management company in Vietnam, on its disposal of a 25% equity stake in Indochina Capital to Japanese listed financial services Orix Group.

One client describes YKVN as “clearly a top tier law firm that has handled many landmark deals for clients in the market”. Another adds: “In my view, they are top tier lawyers in their respective areas of practice.”

The firm advised PetroVietnam Insurance Corporation (PVI), one of the largest insurance companies in Vietnam, on its sale of a strategic stake to a foreign investor. PVI is the insurance company of PetroVietnam and is the last state-owned insurance company available for sale to foreign investors in Vietnam.

Another highlight transaction saw the firm advise an international oil company on its acquisition of Long Son Petrochemicals, which is one of the largest petrochemical projects in Vietnam with a total investment capital of US$3.7 billion.

Allens Arthur Robinson is noted for being “very good on cross border M&A transactions”, and is seen as “the go-to firm” on the Vietnamese side of such deals. The firm’s ability to regularly handle M&A, banking and finance transactions reflects the team’s “deep knowledge of regulations and local corporate laws”, says one rival law firm partner.

Partner Bill Magennis is “a very good operator” and leads the Hanoi office. He handles the full range of corporate areas and is “one of the pillars in banking, finance and mergers and acquisitions transactions”, says a client.

A notable highlight for the team was advising Commonwealth Bank of Australia on its appointment by Vietnam International Bank (VIB) as a strategic foreign investor in relation to its acquisition of a 20% stake in VIB.

The M&A practice at Frasers Law Company acts for a large number of clients, the majority of which are major local and international investors. The firm has gained the respect of peers for the completion of some of the largest M&A transactions in Vietnam.

The firm’s team represented Nippon Steel Company (NSC), one of the world’s largest producers of steel and steel products, on the establishment of a US$33 million welded steel spiral pipe joint venture in Vietnam. This transaction was extremely complicated as the team had to advise NSC through certain complex competition and antitrust issues related to the project.

The strong year concluded with the firm advising a client in its proposed acquisition of shares in a Vietnamese household and personal care company, which is engaged in importation, manufacturing, distributions and retail sales activities.

Vilaf-Hong Duc is recognised for its emphasis on quality and innovation when delivering successful outcomes on mergers and acquisitions for leading companies in Vietnam. The firm’s practitioners are extremely knowledgeable and specialise in related matters of taxation and financing law.

The firm acted as local counsel to KKR in its US$159 million acquisition of a 10% equity stake in Masan Consumer, a subsidiary of Ma San Group Corporation. This landmark transaction was Vietnam’s largest private equity deal to date and included the structuring of exit and exchange rights, which was complicated by Vietnam’s regulatory restrictions on corporate governance.

Another successful transaction involved advising Thien Minh Tourism Group and International Finance Corporation on the offshore share purchase and convertible financing for the acquisition of Victoria Hotel chain in Vietnam and Southeast Asia.

“Audier & Partners is excellent, very proactive and invaluable in negotiating the often convoluted regulatory environment in Vietnam,” says one client.

The firm has advised corporations and investors on all types of transactions. For example, it acted for a leading European insurer in relation to the purchase of a minority shareholding in the second largest insurance company listed on the Ho Chi Minh City stock exchange. Another notable deal saw the firm act for a multinational on its purchase and subscription of a majority shareholding in a major aluminium extrusion facility.

Russin & Vecchi may not have the size of other national corporate firms but it is constantly involved in complex M&A transactions restricting foreign ownership in the distribution business. The firm advised Maybank in its acquisition of a majority interest in Kim Eng Holdings by completing the regulatory framework for the securities industry in Vietnam and conducting searches to problems of limited public records in Vietnam.

The corporate M&A practice at Tilleke & Gibbins is “excellent in terms of knowledge and expertise, with the ability to provide viable options when necessary”.

The firm is acting for a Subway franchise owner in selecting an appropriate business form and setting up a franchise business in Vietnam. This project requires the firm to provide day-to-day advice on Subway’s business operations regarding legal contracts, employment law and taxation.

Another transaction has seen the team representing Merck Sharp & Dohme in its day-to-day business affairs, which include regulatory and commercial issues relevant to the pharmaceutical industry.

Vision & Associates is a multi-faceted firm, “combining weighty commercial experience with many years of legal knowledge”, says one client.

The firm acted for a multinational company intending to acquire a majority of the shares in a holding company that solely owns a US$60 million-sugar production company in Vietnam. Another transaction saw the firm representing Ho Chi Minh City Infrastructure Investment on its issue of international convertible bonds valued at US$40 million to foreign investors.

LCT Lawyers

LCT Lawyers’ expanding practice now has a regional clientele through the firm’s relationship with Flagship Accounting, one of the leading Japanese accounting firms in Vietnam. In a landmark transaction that demonstrates the firm’s prowess in the region, it advised Toyota Tsusho Corporation on a major due diligence and M&A project in Dong Nai province and Da Lat City. The firm also advised a major international steel corporate on an M&A project in Northern Vietnam.