Corporate and M&A in Myanmar

Allen & Gledhill (Myanmar) Co., Ltd

Allen & Gledhill (Myanmar) Co., Ltd is highly regarded for its work in a wide range of corporate matters, primarily in international transactions, insurance deals, and M&A, as well as its strong connections with the government. Members of the team are qualified in Myanmar, Singapore, and the U.S. In recent years it has seen an uptick in the number of Japanese companies as clients. Minn Naing Oo is managing partner and is highly regarded by peers. Head of corporate M&A is Oh Hsiu-Hau, who primarily advises on large M&A matters; director Jacqueline Cheong focuses on M&A, joint ventures, and restructurings. Furthermore, Lee Jun Yee works on financing transactions, regulatory frameworks, and has experience drafting legislation.

Practice head(s):

Minn Naing Oo; Oh Hsiu-Hau

Other key lawyers:

Jackqueline Cheong; Lee Jun Yee

Testimonials

For an international conglomerate operating subsidiaries in Myanmar, we need (and expect) that practitioners have an international perspective and at the same time is in tune with the local pulse and practices, especially in an emerging jurisdiction like Myanmar. Excellent legal work aside (which should be a given and which Allen & Gledhill achieves with apparent ease), the Allen & Gledhill team excels in bringing the above to the table in assisting us to navigate such a challenging jurisdiction, where they bring to the table international savviness and local on-the-ground knowledge in a manner that other firms can only aspire to.’

Managing partner Minn Niang Oo is a stand-out individual who regularly and consistently delivers on all aspects of local corporate matters that we encounter in our structuring, licensing, daily operations, etc. He is friendly, responsive, enthusiastic, and overall just great to work with. He is considered very much a part of “our team”. Over the past five years, the team has shown a propensity to go above and beyond the “call of duty”, constantly updating us with targeted local developments and are swift to respond to even ad hoc last minute queries in a collaborative manner.’

The team are experienced and are able to solve problems effectively. They are very patient to explain to me and guide our organisation in the direction which will put us in the safest position.

Key clients

Shwe Taung Real Estate Company Ltd.

GIC Private Ltd.

AYA Myanmar Insurance Company Ltd.

Work highlights

  • Advised Shwe Taung Real Estate Company Ltd. as transaction counsel on its joint venture agreement with Aeon Mall Company Ltd. to develop, manage, and operate shopping malls.
  • Advised Singapore’s sovereign wealth firm GIC Private Ltd. on its acquisition of a minority interest in Myanmar’s Yoma Bank Ltd.
  • Advised AYA Myanmar Insurance Company Ltd. as transaction counsel on the acquisition of a minority stake in AYA Sompo Insurance Company Ltd. by Sompo Japan Nipponkoa Insurance Inc. and the establishment of a joint venture in AYA Sompo by AMI and Sompo.

DFDL Legal & Tax

Located in Yangon and following a notable hybrid international/local firm model, DFDL Legal & Tax offers the advice of both foreign lawyers licensed to practice in other jurisdictions and locally qualified Myanmar lawyers. A key aspect of activity is tax law, although it is known for its full-service offerings, including in foreign investment work and corporate M&A. Managing director and U.S.-qualified attorney William Greenlee deals primarily with M&A, energy and infrastructure work, and capital markets; while deputy managing partner Nishant Choudhary advises on foreign investments in the insurance sector and greenfield manufacturing projects. Additionally, Myanmar-qualified lawyer Thida Aye advises on corporate, energy, telecoms, and aviation work.

Other key lawyers:

Thida Aye

Testimonials

William Greenlee is proactive and provides practical solutions to our problems.’

DFDL has a breadth of expertise that is exceptional.’

William Greenlee is a well-regarded expert in his field and is known for his reliable expertise and outstanding associates at DFDL Myanmar.

Key clients

Australia and New Zealand Banking Group

Dai-Ichi Life Holdings

General Electric

Heineken

Hyundai Motors

International Finance Corporation/World Bank

Nestlé

Shun Feng (SF Holding)

Wildlife Conservation Society

Yoma Strategic Holdings

Work highlights

  • Assisted Yoma Strategic Holdings on the first registration of a mortgage over a leasehold interest of an immovable property in favour of a foreign lender in Myanmar, in respect of the $650m Yoma Central mixed-use real estate transaction in downtown Yangon.
  • Acted as local counsel for Shun Feng (SF Foldings) on one of the first M&A transactions in the logistics sector, Shun Feng’s minority acquisition of Kospa.

VDB Loi

One of the longest-operating and largest firms in Myanmar, VDB Loi provides full-service coverage on all matters relating to Myanmar law. The team offers specialised teams which expertise in areas such as transactions and foreign investments, telecoms, microfinance, litigation, M&A, and banking and finance for a wide range of clients, including public companies, banks, and insurance companies. It has additional strengths in securing investment permits for clients in the energy sector. Senior partner Edwin Vanderbruggen advises governments on transactions and energy and transportation privatisations, while managing partner Jean Loi specialises in tax and regulatory matters. Senior associate Anna Makosa also comes highly recommended.

Practice head(s):

Edwin Vanderbruggen; Jean Loi

Other key lawyers:

Anna Makosa

Key clients

Adventure Myanmar

Work highlights

  • Advised a buyer on the acquisition of a brownfield fuel terminal in Yangon by way of a transfer of assets and licenses to a newly incorporated joint venture.
  • Provided a client in garment manufacturing with full-scope support in connection with the licensing process.
  • Advised Adventure Myanmar on a joint venture with a Chinese partner for the development of an $80m hotel/serviced apartments projects.

Duane Morris & Selvam (Myanmar) Limited

The first U.S. firm to open in Myanmar, Duane Morris & Selvam (Myanmar) Limited advises on matters relating to direct foreign investment, regulatory matters, and and market entry in the energy sector. It is also experienced in litigation regarding international disputes involving Myanmar, Singapore, and Vietnam. With both local and foreign lawyers on the team, in recent years it has attracted work from both Korean and Chinese clients. Operating out of Singapore, managing director Krishna Ramachandra advises on private equity, investment funds, M&A and capital markets, and other related matters. Special counsel Priyank Srivastava  is also a name to note. Director Mark Wong  departed for Shook Lin & Bok LLP in 2019.

Practice head(s):

Krishna Ramachandra

Other key lawyers:

Priyank Srivastava 

Key clients

Sembcorp Utilities Pte Ltd

ONGC Videsh Ltd

Ponna International Pte Ltd

AG Resources Myanmar Co. Ltd

OIL India Ltd

Ayeyar Hinthar Holdings

AG Resources Myanmar Co. Ltd

Htoo Group

Shwe Min Gan Finance Co. Ltd

Ashro Sinapore Pte. Ltd

NES Global

State Bank of India

Work highlights

  • Advised Sembcorp Utilities Pte. Ltd on its $250m financing of its gas-fired power plant project.

Kelvin Chia Partnership

Part of a longstanding commercial law firm advising clients on Myanmar and headquartered in Singapore, Kelvin Chia Partnership provides full coverage of all relevant areas of Myanmar law, primarily in strategic foreign investments and acquisitions. Transactional work with experience of local law. Foreign qualified lawyers and locally qualified lawyers. Investment into Myanmar. Based in Yangon, head of corporate and commercial Cheah Swee Gim advises primarily on multi-jurisdictional M&A, due diligence investigations, joint ventures, and IP matters. She works in Yangon alongside principal legal manager Khin Leinmar Ban Aye, who primarily works in the incorporation of foreign companies foreign direct investment projects. Based in Singapore, foreign consultant Marlon Wui also comes highly recommended.

Practice head(s):

Cheah Swee Gim

Other key lawyers:

Khin Leinmar Ban Aye; Marlon Wui

Key clients

MC-Jalux Airport Services Company Ltd

First Japan Tire Services Company Ltd

Nestlé Myanmar Ltd

KDDI Summit Global Myanmar

China Telecom Global Ltd

Marga Landmark Development Co. Ltd

The Hong Kong and Shanghai Hotels Ltd (Peninsula)

Ascott International Management (Myanmar) Private Ltd

Avantchem Myanmar

Brunel Myanmar Company Ltd

Boxpak (Myanmar) Company Ltd

Ecterra Agriculture Company Ltd

Fullerton Finance Myanmar Company Ltd

Great Wall — Wilmar Holdings Ltd

Work highlights

  • Advised Ayala Corporation on the purchase of the 20% stake in Yoma Strategic Holdings and 20% of First Myanmar Investment at a value of $238m.
  • Advised Amata Corporation PCL on the construction of a $1bn ‘smart city’ in northeastern Yangon.
  • Assisted Shwe Taung Property Management Co. Ltd in the preparation, reviewing, and drafting of a suite of real estate agreements for retail wholesale and residential buildings.

Myanmar Legal MHM Limited

Myanmar Legal MHM Limited (previously Mori Hamada & Matsumoto (Yangon) Limited and Myanmar Legal Services Limited) provides comprehensive coverage to clients on all matters related to Myanmar law, with particular experience in investment, M&A, and financing. Additionally, the team specialises in foreign direct investment, international business transactions, M&A, IP, and oil and gas. Recent years have seen notable Japanese corporate clients interested in investing in Myanmar. Practice co-leader Takeshi Mukawa focuses primarily on infrastructure, energy and M&A. Practice co-leader Kana Manabe works on joint ventures between Japanese and Myanmar companies. The team recruited Thai-qualified lawyer Sooksun Popun-Ngarm in 2019, Australia-qualified lawyer Julian Barendse as counsel from Allens in 2020, and Khin Cho Kyi.

Practice head(s):

Takeshi Mukawa; Kana Manabe

Testimonials

Excellent work, especially in teamwork and speed, clear guidance with a responsible manner.

Key clients

Nippon Life Insurance Company

Tokio Marine Asia Pte Ltd

Mitsui Sumitomo Insurance Company Ltd

Toyota Myanmar Co., Ltd

Yangon Regional Government

Bangkok Bank Public Company Ltd

Co-operative Bank Public Company Ltd

Meeyahta Development Ltd

Myanmar Wanbao Mining Copper Ltd

Wacoal Holdings Corp.

Work highlights

  • Advised Nippon Life Insurance Company on its investment in its joint venture with a Myanmar insurer.
  • Advised Toyota Myanmar Co., Ltd. on investing in a manufacturing plant in Thilawa Special Economic Zone.
  • Advised the Yangon Regional Government on drafting legislation to provide the framework for investment and financing and maintenance of the vast majority of real estate projects in Myanmar.

Nishimura & Asahi

Nishimura & Asahi provides advice primarily to Japanese clients on all aspects of Myanmar law, including obtaining various licenses for foreign investors, establishing joint ventures, labour matters, disputes with local business partners, and general corporate and international transactions. The team is highly experienced negotiating with and lobbying Myanmar government authorities on behalf of Japanese investors. Located in Yangon, practice leader Yusuke Yukawa works on foreign investment, negotiating joint venture agreements, due diligence, and labour law.

Practice head(s):

Yusuke Yukawa

Key clients

Japan International Cooperation Agency

Ishii Hospital

KDDI Corporation

JETRO Yangon Office

Work highlights

  • Assisted the Supreme Court of Myanmar establish a case study manual on international transaction law.
  • Conducted a comprehensive survey on the relevant regulations for operating a hospital business on behalf of Ishii Hospital
  • Assisted KDDI Corporation in obtaining a wholesale license for one of its subsidiaries from the Ministry of Commerce.

Rajah & Tann Myanmar Company Limited

Rajah & Tann Myanmar Company Limited works primarily on landmark M&A projects, equity, financing, and inbound and outbound deals to and from Myanmar. The team is active in government-related work and primarily provides advice to Japanese investors in Myanmar interested in real estate projects, public railways, banking, agriculture, and real estate. Practice co-head Chester Toh focuses on complex licensing and regulatory work, regulatory risk assessment regarding cross-border investments into Myanmar. Practice co-head Min Thein covers matters spanning from banking and infrastructure to real estate. Founding senior partner U Nyein Kyaw departed in 2019.

Practice head(s):

Chester Toh; Min Thein

Key clients

Dagon International Ltd

Myanma Awba

BASF Corporation

Diageo

Best Oil and PT Power

Denko Trading

Maha Agriculture Public Company Ltd

Eden Group

CNQC

NS Bluescope

Ericsson

The Coca-Cola Company

Sumitomo Mitsui Banking Corporation

Visa International

Myanma Apex Bank

Sompo Japan

Work highlights

  • Assisted Sompo Japan Nipponkoa Insurance Inc. in the first-of-its-kind $60m acquisition of a minority stake in AYA Myanmar General Insurance Co., Ltd in Myanmar.
  • Assisted PT Power and Best Oil Company in its £$127m investment by SK Energy.
  • Acted for Eco World Developer Holding Company Ltd. in its joint venture agreement with S Hotels and Resorts Public Company Ltd.

Tilleke & Gibbins

Tilleke & Gibbins provides a broad range of advice on market entry, regulatory affairs, foreign investment finance, and labour and employment law in Myanmar -one of its many offices in South East Asia. It is particularly known for its work on dispute resolution and corporate litigation, banking, insurance, and IP matters. Recent years have seen an increase in Thai clients interested in investing in Myanmar. Yuwadee Thean-ngarm consults on legislation and policy. Ross Taylor joined as counsel from SCM Legal Myanmar in 2019; additionally, consultant Nada Songsasen rejoined from Siam Premier International Law Office Limited.

Practice head(s):

Yuwadee Thean-ngarm

Key clients

Bloomberg

Cargill

Centara International Management

Facebook

KBZ Bank

KBZ Group

Mundipharma

Myanmar Information Highway Ltd

RMA Group

Disney

Work highlights

  • Represented one of the largest privately-held corporations in the world in the enforcement of a high-value SIAC foreign arbitral award.
  • Redesigned the corporate governance across all departments from one of the largest financial institutions in Myanmar.
  • Advised a diversified entertainment conglomerate on all matters related to market entry in the Myanmar market.

WongPartnership LLP

The Singapore-based specialist teams at WongPartnership LLP are widely known for their work on investments and divestments into Myanmar on a range of matters, including acting as Mynamar counsel for established international firms on banking and finance, infrastructure, construction, and engineering, and IP matters. Based in Singapore, Christopher Chuah leads on infrastructure and engineering matters, while Low Kah Keong  leads on asset management, and Teck Howe Tan focuses on real estate. Suegene Ang is the resident partner in Myanmar and a key contact.

Key clients

Andaman Alliance Healthcare Ltd

Singapore Airlines Ltd

Nexland Company Ltd

Enterprise Singapore, Yangon Overseas Centre

Oversea-Chinese Banking Corporation Ltd, Yangon Branch

Pan Pacific Hospitality Pte. Ltd

Keppel Land Ltd

DBS Yangon Representative Office

DSV Air & Sea Ltd

Denko Petrochemical Management Company Ltd

Sumitomo Osaka Cement Co., Ltd

Chip Eng Seng Construction Ltd

Work highlights

  • Advised Denko Petroleum Company Ltd in the grant of a $25m term loan facility by Industrial and Commercial Bank of China Ltd (Yangon Branch) for the construction and operation of an oil depot project at Thilawa Port.
  • Advised Oversea-Chinese Banking Corporation Ltd and United Overseas Bank Ltd in the $43m refinancing for the commercial component of the landmark Junction City project in Yangon, Myanmar.
  • Acted for Sodexco Services Asia Pte. Ltd in its acquisition of 61.8% of the issued and paid-up capital of Active Global Health Sciences Education Group Pte. Ltd.

ZICO Law

The corporate and commercial practice at ZICO Law has established itself as advising on notable 'firsts' in M&A transactions in Myanmar, including in brownfield and greenfield acquisitions and investments. With a strong regional client base, alongside local Burmese conglomerates, domestic governmental agencies, and investment funds, the team has expanded its work to microfinance, insurance, and fintech. Practice leader Maung Maung Thein is a former Deputy Minister of Finance, known for his expertise in banking and finance, while Geraldine Oh advises on corporate and commercial transactions.

Practice head(s):

Maung Manug Then; Geraldine Oh

Key clients

Supreme Group

Myanmar Singapore Hlegu

Accor Hotels

Digital Money Myanmar

Myanmar Japan Tobacco Co. Ltd

Work highlights

  • Advised an international hotel chain on its global franchise and hotel management agreement for localisation and use in the setting up of its hotels in the Myanmar market.

Baker McKenzie

Baker McKenzie is a full-service law firm that provides a broad range of advice to inbound international investors seeking market entry. The team has a growing IT practice and has niche experience advising media, telecom and tech companies on tax, privacy matters, and M&A. Managing partner Andre Gan focuses on corporate and M&A work. Partner Kenneth See joined from Yoma Strategic Holdings, and deals with M&A and joint ventures, as well as compliance issues. Jo Daniels left in July 2019.

Practice head(s):

Andre Gan

Other key lawyers:

Kenneth See

Testimonials

Members of the team have been on the ground in Myanmar for 5+ years and have a wealth of knowledge of practice and peculiarities of Myanmar. The team is able to provide flexible and creative solutions for novel issues.

Key clients

Yoma Strategic Holdings

Prudential Holdings Ltd.

Work highlights

  • Advised Yoma Strategic Holdings in connection with its acquisition of a 65% stake in Yankin Yyay Oh Group of Companies Ltd.
  • Assisted Prudential Holdings Ltd. in securing one of only five provisional foreign life insurance licenses issued by Myanmar’s Ministry of Planning and Finance.

Luther Law Firm Limited

The Germany-based firm Luther Law Firm Limited provides international legal and tax advice on all stages of business lifecycle in Myanmar, with German, French, and Myanmar lawyers. The team advises on DFI investments and financing, corporate restructuring, and joint ventures between international investors and the Myanmar government. Core areas of expertise involve regulatory compliance and M&A post-transaction integration and transition. Managing director Alexander Bohusch is licensed to practice law in Germany and Singapore, and is known for advising multinationals and investors on international taxation, corporate restructuring, and employment law.  

Practice head(s):

Alexander Bohusch

Testimonials

We have regular interaction with Alexander Bohusch and his team. They are very courteous and very obliging.’