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

Mayer Brown JSM’s innovative practice group has a reputation for its strong understanding of local law and its application, and this has helped clients achieve their commercial objectives in Vietnam.

Partner David Lim advises extensively on foreign investment projects and is highly regarded for his “strong recognition of details in complex transactions”, says one rival partner.

The firm advised Vietnam Azalea Fund on its strategic investment in Nam Long Investment Corporation, a leading Vietnamese private real estate developer with 572 hectares of land bank in prime locations across southern Vietnam.

Another highlight was acting on the landmark Nam Hai deal, which involved a six-star resort managed by General Hotel Management. The firm created an investment structure that gave foreigners the right to use luxury villas in Vietnam.

Vilaf-Hong Duc retains its top tier ranking after another successful year led by the highly capable foursome of Tran Anh Duc, Tran Tuan Phong, Dang Duong Anh and Nguyen Truc Hien.

The firm’s work in the real estate sector is focused on property development and project financing, and rival law firms are quick to acknowledge its expertise. “The firm has a good combination of experience in advising on domestic and international transactions, which makes competing with it very tough”, says one competitor.

The firm’s track record on project financings includes the Keangnam Hanoi Landmark Tower, Habico Tower and Hanoi Plaza Hotel. A highlight transaction last year was advising ITACO and other sponsors on the development and financing of Kien Luong’s 2 x 600MW coal fired power plant on a BOO basis in Vietnam.

Allens Arthur Robinson’s construction and real estate team is “strong across all aspects in this sector”, says a rival partner. Partner Bill Magennis is considered one of the best in Vietnam, and he leads a team that enjoyed another strong year. One client says: “The team’s depth of experience in Vietnam in the areas of manufacturing, resources, real estate and construction is outstanding.”

Partner Hop Dang’s expertise in construction work has seen him advising on significant infrastructure projects including the Nam Con Son gas project and the Phu My 3 BOT power project.

Another deal highlight included involvement on Vietnam’s second refinery, Nghi Son Refinery and Vung Ang II BOT power project. The firm advised on key aspects of the projects ranging from investment and construction to financing issues.

Baker & McKenzie has one of the largest real estate teams in the region with some of the most experienced and knowledgeable lawyers practicing in all aspects of property law. Leading partner Fred Burke “is definitely the go-to person for this practice”, comments a competitor. Over the past year, he has been busy leading the team on a range of property projects and other construction transactions.

The firm advised a global corporation on its set-up in a joint stock company in the form of a ‘build-operate and transfer’ vehicle for the purpose of developing a commercial property project in Vietnam.

In another notable transaction, the firm advised on the acquisition of a local entity having development rights to a commercial project located on a heritage site in the central business district of Ho Chi Minh City.

As one of the few foreign firms in Vietnam, Freshfields’ construction and real estate practice acts for various foreign investment corporations on major development projects. The firm was involved on some of the largest deals over the last year.

For example, it advised Genting Berhad on its joint venture project with VinaCapital to develop a US$4 billion real estate complex in Quang Nam Province. In another transaction valued at US$1 billion, the firm advised Prudential on its investment in various land and building projects.

Other deal highlights include advising Qatari Diar in the acquisition of an interest in a project company established to own a major real estate project in Ho Chi Minh City, and advising Smartshirt in the acquisition of a land lot in My Trung Industrial Zone.

YKVN’s construction team is very experienced in advising foreign and domestic contractors on preparation of bid packages and on bidding procedures for foreign investments.

The construction team collaborated with the banking team in advising a syndicate of banks led by Bank for Investment & Development of Vietnam in the financing of the MGM Grand Ho Tram Resort and Casino Project. This US$206 million transaction is the largest licensed casino project.

Another highlight was advising Southern Steel Corporation on preparation of the turnkey engineering, procurement and construction (EPC) contract used in connection with the steel-making plant, rolling mill and other utilities at Phu My I Industrial Zone.

Russin & Vecchi houses a strong team that has profound knowledge of the many aspects of complex construction and land related regulations in Vietnam.

The firm advised Hyatt Regency Danang on the first project that includes a hotel and branded residential villas and condominiums for sale and lease.

In another land related case, the firm advised Vietnam International Development JSC on providing solutions and documents to raise funds from the purchaser. The firm had to negotiate regulatory restrictions on pre-sale, as well as address issues relating to common areas of the houses and condominiums.

Tilleke & Gibbins works with domestic and multinational companies to develop tailored solutions for regional investment and global growth. The firm’s seasoned practitioners specialise in solutions that synthesise relevant business issues and clients’ requested goals.

The highlight for the practice over the last year was advising on the licensing and due diligence for a landmark real estate project worth US$4 billion. The firm also acted for a major foreign hotel management and advised on the due diligence and entry into hotel management agreements in different cities.

Boutique law firm VB Law (formerly DC Law) may lack the headcount of large corporate firms, but the quality of work it produces on real estate transactions is unmatched by similar sized practices.

The firm advised Cotec Land in its US$50 million Blue Sapphire Resort development, which contains a five-star hotel, a luxury condominium and premium beach front villas in Ba Ria- Vung Tau Province. Another transaction involved assisting long time client Setia SP in designing and reviewing its sales and purchase agreements on the US$100 million EcoXuan Lai Thieu development project.

Vision & Associates has built a solid reputation in advising domestic and international companies on various types of projects including Public-Private Partnerships (PPP).

For example, it has advised Tasco on various matters, including reviewing and revising villa/apartment sales, purchase contracts, capital contribution contracts and turn-key contracts.

Another notable transaction involved assisting Vinaconex E&C in reviewing and revising the consulting service supply contract between the client and a foreign party.

Frasers Law Company

Frasers Law’s construction practice frequently advises numerous multinational companies. In this practice area, the firm’s go-to lawyers are Nguyen Viet Ha, Phung Thi Thanh Thao and foreign counsel Justin Gisz.

Acting for a Japanese property developer, the firm was required to transfer loans granted to this real estate company. It provided strategic advice to this client, attended meetings to negotiate on the developer’s behalf, and assisted in the drafting of relevant documentation in order to protect the legal rights of the developer. Frasers has also recently advised another large property developer on its real estate development projects in Vietnam.

KhattarWong

Singaporean firm KhattarWong houses a team of experienced local and foreign lawyers in Vietnam. With strong relationships with various Vietnamese agencies, the firm is adept at working with Vietnamese legal and regulatory bodies. As a demonstration of its international capabilities, the firm advised YKK AP Singapore on the construction contract for the Time Square Project in Ho Chi Minh City.

LCT Lawyers

LCT Lawyers has long been defined by its real estate and infrastructure practice, gaining much of its initial momentum through participation on significant development deals involving international investors and state enterprises. The highlight last year was acting for the Mapletree Viet Sin joint venture on a project to develop a commercial-residential complex in Ho Chi Minh City.

Leadco Legal Counsel

Leadco recently advised SHB-Vinacomin Insurance JSC, whose clients had acquired two floors of a large multi-use building. The firm helped SHB-Vinacomin understand the legal risks relating to the investment licence granted to the seller of the building. In another transaction, the firm advised a Vietnamese state-owned airline company on real estate asset management issues.

Orrick Herrington & Sutcliffe

Orrick’s work in representing agencies of the Vietnamese government, international development banks and global private equity firms is increasingly coming to the attention of peers and clients alike. In November 2010, the US firm established an association with a Vietnam-based firm LVN & Associates to help strengthen its Vietnam presence.