Corporate and M&A in Vietnam

Allen & Overy LLP

Allen & Overy LLP provides the full scope of corporate advice to its high-profile client base which includes global banks, asset managers and businesses. Led by Duc Tran, the team's work includes complex, cross-border deals, and has relationships with a number of leading private equity investors. The practice group also has expertise in fintech, which newly-made partner Tina LeDinh handles.

Practice head(s):

Adam Moncrieff; Duc Tran

Other key lawyers:

Tina LeDinh

Key clients

KKR

CVC Capital Partners

Aviva

BNP Paribas

China Fortune Land Development (CFLD)

Kido Group

Dai-ichi

Work highlights

  • Advised ThaiBev on its $4.84bn acquisition of Sabeco, Vietnam’s largest brewer and producer of Saigon Beer.
  • Advised SCommerce on a $30m private placement of shares to Singapore private equity investors.

Allens

Allens excels in large cross-border M&A deals for foreign investors and handles a range of matters in the space for an international client base, including many sharing the firm's Australian origins. Robert Fish in Hanoi and Linh Bui in Ho Chi Minh City lead up the corporate team; Bui is particularly active in competition law and the pharmaceuticals sector. The team has been strengthened by the addition of Melissa Keane in Hanoi, who joined as an internal transfer from Melbourne.

Practice head(s):

Robert Fish; Linh Bui

Other key lawyers:

Melissa Keane

Key clients

VP Bank

TIKI Corporation

BIM Group

Vietcombank

Work highlights

  • Advised TIKI Corporation, one of the largest online retailers companies in Vietnam, in its Series D round of fundraising.
  • Advised Northstar Group on its investment in Topica Edtech Group, a Vietnam-based provider of online education.
  • Advised Clermont Group on its acquisition of iCare Benefits Asia, the Singapore holding company for a Vietnamese online retailer and operator of an e-payment platform, Mobivi.
  • Advised Olympus Capital on its investment in Dong Nai Plastic (DNP), a listed company on the Ho Chi Minh City Stock Exchange.
  • Advising Jardine Cycle & Carriage on investments in Vietnamese listed companies including Vinamilk, Refrigeration Electrical Engineering Corporation (REE) and Thaco.

VILAF

VILAF has strength in depth in handling complex, high-value and multi-sector corporate transactions and M&A matters for multinational clients. Practice co-heads Dang Duong Anh in Hanoi and Vo Ha Duyen in Ho Chi Minh City oversee the team, which is 'the go-to' for major deals in Vietnam. The team is also the firm of choice for undertaking transactions for a number of large Vietnamese companies, including government-linked ones. Elsewhere, Nguyen Quang Hung in Hanoi handles foreign investment matters.

Practice head(s):

Dang Duong Anh; Vo Ha Duyen 

Other key lawyers:

Nguyen Quang Hung

Key clients

Siam Cement Group

Grab Inc.

CapitaLand

Sumitomo Corporation

Ford

Vietcombank

Vingroup

Work highlights

  • Advising Korean tool maker TaeguTec, a Berkshire Hathaway portfolio company, in relation to distributing its products in Vietnam.
  • Advising Siam Cement Group on its $440 million acquisition of CSC and VCM, which at the time of transaction owned most of cement production plants in central Vietnam.
  • Assisting B.Grimm in relation to its acquisition of two solar power plants from Xuan Cau.
  • Assisting Singapore-based Gold Coin Management Holdings Ltd. in its sale of 75% equity interest to Philippines conglomerate Aboitiz in the expansion of its agribusiness and food business, Pilmico.
  • Advising Vingroup in on the sale of shares worth $850m to GIC Private Limited prior to its IPO.

YKVN

YKVN works regularly with international firms on matters such as complex cross-border mergers and acquisitions, corporate restructurings, and maintains its specialty in real estate related M&A for a global client base. The practice group, which is led by Truong Nhat Quang, also acts for a number of government-backed clients. The team also includes US-qualified health and pharmaceutical specialist Eli Mazur and counsel Nguyen Van Hai.

Practice head(s):

Truong Nhat Quang

Other key lawyers:

Eli Mazur; Nguyen Van Hai

Key clients

GIC Private Limited

Masan Group Corporation

Techcombank

Shinhan Bank Vietnam Limited

Prudential Holborn Life Limited and Prudential Holdings Limited

Vietcombank

Temasek International Pte Ltd

Credit Suisse Singapore Limited

DJ.com

Solar Power Management (Thailand) Company Limited

Newell Brands Inc.

Work highlights

  • Advised Masan Group Corporation on a 9.4% sale of treasury shares to SK.
  • Advised Vietcombank in relation to its sale of a significant stake  to Mizuho Bank and Singaporean sovereign wealth fund GIC.
  • Advised Temasek of its purchase of a significant stake in VNG Corporation, previously known as Vinagame.
  • Advised Solar Power Management (Thailand) Company Limited on its purchase of majority shares in Phu Khanh Solar Power.
  • Advised Prudential plc on its sale of Prudential Vietnam Finance Company Limited to Shinhan Card.

Baker McKenzie

Baker McKenzie's team is 'knowledgeable on complex corporate regulatory regimes' and is overseen by 'market leader' Yee Chung Seck and managing partner Fred Burke. The practice group has considerable expertise in high-value cross-border transactions across a wide range of sectors. Special counsel Lan Phuong Nguyen advises, among others, global retailers, whilst energy and infrastructure head Chi Lieu Dang acts for clients in the renewable space. Special counsel Richard Kim has strengthened the practice in Hanoi, having been previously based in Seoul - he has a following among Korean clients, advising them on foreign direct investment.

Practice head(s):

Yee Chung Seck

Testimonials

Baker McKenzie provides a high level of service.  The team is highly knowledgeable and provides sound and valuable advice on areas relating to data protection, privacy, e-commerce, technology, cybersecurity, intellectual property, licensing and all regulatory matters in Vietnam.’

‘Yee Chung Seck has a high degree of knowledge from the business angle as well as the legal angle. Helpful and understands the issues from the client’s perspective. Yee Chung provides sound advice to fintech companies, from the setting up a company in Vietnam to providing regular advice on the regulatory requirements from the business perspective.’

Dang Chi Lieu has an outstanding experience in the Energy markets of Vietnam. His advice is careful, thorough and helpful.’

Key clients

CP Nemo Singapore Pte. Ltd.

Warburg Pincus Asia LLC

Hong Kong NES International New Energy

Gulf Energy Development Public Company Limited

FLG Holdco 2 Pte Ltd (Quadrant Capital)

RMIT

Polaris ALPHA HoldCo Pte. Ltd

Work highlights

  • Advised CP Nemo in its $36m investment into N Kid in two capital raise tranches.
  • Advised Warburg Pincus on its investment into Vietnamese e-wallet service provider MoMo.
  • Advised Hong Kong NES International New Energy on the acquisition of HCG Tay Ninh Solar Power and Hoang Thai Gia Trust Investment and Management.
  • Assisted Gulf Energy with the purchase of shares in three companies active in the renewables space in Vietnam from TTC Group.
  • Advised FLG Holdco 2 Pte Ltd on the purchase of the CFYC Holdings, a fitness and gym business based in Vietnam.

Frasers Law Company

Frasers Law Company handles a broad range of corporate work across industry sectors, including for cross-border investors. Name partner Mark Fraser is the key contact at the firm, as is Justin Gisz who is noted for his corporate advisory law expertise. Other core team members include Stefano Pellegrino who has expertise in cross-border contracts. Senior associate Ho Thuy Ngoc Tram also has M&A expertise, as does Pham Thanh Mai handles, who has experience of banking industry deals.

Testimonials

‘Pham Thanh Mai is very pleasant, responsive, and has good knowledge of Vietnamese law.’

Key clients

EFG-Hermes UAE Limited

Family Mart

M + W Asia

Ambient Digital

Ascina Capital

Cushman Wakefield

ATC Alloys

VinaCapital

Argex Titanium Inc.

Origin Energy Australia

ACG Education

King & Wood Mallesons

VINA-CPK Co. Ltd.

Wang Jing & Co.

Kimball Electronics

Deccan Value

Daniel Wellington

Allied Down Vietnam Co., Ltd.

New Zealand Consulate-General

Grand Thornton Vietnam

Johnson Winter Slattery

NVT Consulting Co., Ltd.

Oriente Finance

Theodore Alexander

Allnex Vietnam

Navitas Ltd.

Bacardi Vietnam

Advantage Partners

OFO

Hogan Lovells International LLP

At Hogan Lovells International LLP, the team undertakes advisory work for international businesses and cross-border deals. Vietnam managing partner Jeff Olson specializes in M&A deals in the consumer-driven sector and well as transactional work for private equity houses, both on acquisitions and disposals. The wider team contains senior associates Long Huynh and Eddie O’Shea

Practice head(s):

Jeff Olson

Testimonials

The team has deep knowledge in the field and provides quick and timely response to enquiries, which helps timely negotiation.’

Jeff Olson has extensive experience in M&A transactions, and helps specifically in the SPA negotiation phase, balancing the risk allocation appropriately with the other party.

Key clients

Sojitz Corporation

Tokyo Electric Power Company Holdings, Inc. (TEPCO)

Super Energy (East) Pte. Ltd.

Work highlights

  • Advising Sojitz Corporation on the purchase of 95.24% of Saigon Paper Corporation from a private individual.
  • Advising TEPCO on its acquisition of 36.38% of Viet Hydro from InfraCo Asia Development.
  • Advised Super Energy (East) on the sale of its interests in the Sinenergy Ninh Thuan I solar power plant.

Mayer Brown

Mayer Brown's Vietnam office fits in to a broader network across the region, and is regularly engaged to act on complex foreign investment projects and mid-to-high level cross-border M&A transactions. David Harrison leads the team from Ho Chi Minh City and is closely supported by senior associate Orsolya Szotyory-Grove. Counsel Hai Thao Nguyen is experienced in real estate related merger work.

Practice head(s):

David Harrison

Key clients

Hillhouse Capital Management Ltd

Vietnam Oman Investment Fund

Dragon Capital

Constant Energy

Standard Chartered Bank

San Miguel Foods, Inc

John Swire & Sons Pty Ltd.

Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. (FMO)

Carrix, Inc.

Deutsche Investitions- und Entwicklungsgesellschaft mbH (DEG)

Work highlights

  • Advised Dutch development bank FMO as the lead investor in the second tranche of a Series B funding round for Validus Capital, one of Singapore’s leading P2P lending platforms.
  • We represented responsAbility Participations AG in an acquisition of a 7.66% stake in Hamkorbank from the International Finance Corporation (IFC).
  • Advised SBI E-Vietnam as the lead investor of the Sen Do Series B funding round.

Rajah & Tann LCT Lawyers

Rajah & Tann LCT Lawyers handles a range of cross-border deals. Practice head Vu Thi Que handles a range of work concerning inward investment into Vietnam, with a particular following among clients from China, Taiwan and Japan. Senior foreign counsel Logan Leung acts for a range of international clients, and Tran Xuan Chi Anh heads up the competition law and regulatory practice. The core team also has Tran Thi Phuong Thao. The team is based in Ho Chi Minh City.

Practice head(s):

Vu Thi Que

Key clients

Mapletree

Keppel Land

AECOM

Givaudan

ST Aerospace

Midea

ACCA

Amorepacific

Sea Group

NIBE Industrier

Work highlights

  • Advised Givaudan on its acquisition of Vietnamese flavours company, Golden Frog.
  • Advised RBC Water in its acquisition of a 40% stake in Phu My Vinh Construction & Investment.
  • Advised TMF Group on its acquisition of NVM Group’s payroll portfolio in Vietnam.
  • Advised ST Aerospace in its joint venture with VAECO for the roll-out of MRO Services in Vietnam.

Tilleke & Gibbins

At Tilleke & Gibbins, the practice group led by Thomas Treutler advises a range of clients, mostly large businesses and many of them international, on a spectrum of issues including M&A deals, market entries and other commercial issues.The team, which also contains Vinh Quoc Nguyen in Ho Chi Minh City and Hanoi-based Kien Trung Trinh, is particularly active the technology and pharmaceuticals spaces advising well-known global clients in this space.

Practice head(s):

Thomas Treutler

Testimonials

The team provides wonderful support for a foreign companies starting a a business in Vietnam.’

Tu Ngoc Trihn is a fantastic attorney – responsive, practical, efficient.

The team has quite a strong knowledge of and reputation in the life sciences industry.’

Key clients

FMC Corporation

Merck Sharp & Dohme

Les Laboratoires Servier

Alcon

3M

Crown Equipment

Johnson & Johnson

Akamai

Werner

Jabil Circuit

ACSV Legal

ACSV Legal, led by managing partner Mark Oakley , has a busy corporate practice servicing Southeast Asian clients on mid-value acquisition mandates; sector strengths include healthcare, manufacturing, and media. The Saigon-based practice has expanded its capacity with a number of associates joining over the past year; the group now totals 30, including support staff. Assisted by special counsel Hieu Pham , the corporate team has vast cross-border expertise and is skilled in handling M&A mandates for large Vietnamese conglomerates. Foreign direct investment matters also feature in the group’s workload, with the team advising clients on all aspects of business operations.

Practice head(s):

Mark Oakley

Other key lawyers:

Hieu Pham

Testimonials

‘Great communicators. Very fair on pricing. Very thorough.’

Key clients

Ortholite

CFYC

Jio Health

UV+Solaire 

L-Concepts / Longfort Group

Pham Nguyen Confectionary

Work highlights

  • Advising, Ortholite, an international footwear component manufacturer, on the acquisition of a new industrial park site, and the setting up of a new investment project as well as on all legal aspects of its current manufacturing operations.

DFDL Legal & Tax

DFDL Legal & Tax handles international and local corporate tax and acquisition matters for national and international clients, led by regional practice head Jérôme Buzenet. Hoang Phong Anh has experience in commercial and foreign investment matters. Head of the Ho Chi Minh City office Tran Thi Vu Hanh advises corporate clients as does Huynh Dai Thang who leads the Hanoi office. The firm is particularly active in cross-border and investment and logistics, among other areas.

Practice head(s):

Jérôme Buzenet

Key clients

Air Asia Berhad

ACA Investments

NewQuest Capital Partners

Belt Road Capital Management

OCS – International Facilities Management Services

American International Group (AIG)

B. Grimm Power Public Company Limited

Mitsui & Co., Ltd.

Work highlights

  • Advised AirAsia on an investment in seaplane operator Hai Au Aviation.
  • Advised ACA Investments on an investment in e-commerce business Cat Dong.
  • Advised NewQuest Capital Partners on the purchase of an interest in Asia Chemical Corporation.
  • Advised Belt Road Capital Management on its investment in a Series B funding round of Tima, a Vietnamese P2P lending platform.

Duane Morris Vietnam LLC

The corporate team at Duane Morris Vietnam LLC is overseen by Hanoi-based co-heads Giles Cooper and Oliver Massmann. The practice has experience handling inbound and outbound foreign investment and advisory work to a range of foreign clients. Russian-speaking special counsel Bach Duong Pham has a track record of work for Russian and French clients, and is based in Ho Chi Minh City, where he has been joined by Nguyen Thi Lang, an addition from Frasers Law Company in July 2019. Previously a senior associate, Manfred Otto has left the firm and is now teaching at Keio University School of Law in Japan.

Key clients

International Finance Corporation

Kim Tin Group Corporation

Work highlights

  • Advising the IFC on its establishment of Vietnam Institute of Directors (VIOD), the first independent, private sector-led organization set up to promote the country’s corporate governance standards and best practices.

ZICO Law

ZICO Law handles a range of corporate and commercial work, including domestic and international transactions. Led by Phuong Nguyen in Hanoi, the team, which also includes Kevin Hawkins has strong connections elsewhere in Asia, with Phuc Nguyen advising a number of Japanese clients. Tay Zi Li is the name to note for cross-border transactions and foreign investments. The firm also has a number of Chinese clients.

Key clients

Green Waste Management Sdn Bhd

Hongkong Land Ltd

Sotetsu Holdings Inc

AAPICO Hitech Public Company Limited

Miniso Corporation

Maxims Caterers Group

ENI JR-286

Work highlights

  • Advising AAPICO, a Thai listed car parts maker, on a joint venture project with Vinfast, a Vingroup company and Vietnam’s first home-grown car maker.
  • Advising JR-286, USA based company on the establishment of their company and operations in Vietnam, including advising on employment, real estate, and distribution matters.

Dilinh Legal

The Ho Chi Minh City-based corporate team at boutique firm Dilinh Legal   is overseen by Michael Lee, Diep Hoang and Thao Nguyen. The group handles an assortment of acquisition, restructuring, and advisory work for clients.

Practice head(s):

Michael Lee; Diep Hoang; Thao Nguyen

Key clients

Far Eastern Apparel Phu Hung Securities Phu My Hung Development Corporation Phu Hung Life Insurance Alexander Leed Risk Services Quant Edge JSC Ipsen Pharma Jones and Vining JAS logistics Fruits of the Loom Spirax Remote Year Lazada Morrison Foester Hyosung Top Glove Fram Lawrence S. Ting Fund Seamec Vietnam Phu The Hung

Work highlights

  • Advising JAS Worldwide on a multijurisdictional acquisition.
  • Advising Phu Hung Securities and its affiliates on its acquisition of 80% of shares of Viet Brand Invest Joint Stock Company.

Audier & Partners Vietnam L.L.C.

Audier & Partners Vietnam L.L.C. handles transactions and provides advisory work, primarily cross-border, with a strength in the health care and hospitality sectors. It also has some cross-border experience. Practice head Nicolas Audier is the name to note along with Hanoi based Nicolas Picard.

Key clients

Accor

Alstom

Central Group

CFVG / Solvay

CMA-CGM

DFS Group

MINOR

Neovia

PUMA Energy

Uber

DIMAC

At DIMAC, the four partner corporate team serve clients primarily in the real estate and infrastructure sectors. The group is made up of managing partner Pham Quoc Tuan, Nguyen Danh Cong, and Bui Tien Long in Ho Chi Minh City, and Hanoi office leader Le Thanh Tung who specialises in corporate work for TMT sector clients.

EPLegal Limited

EPLegal Limited handles cross-border M&A matters for its clients, including inbound work for foreign investors. Tony Nguyen is the key practitioner in the team and has a track record in work concerning hard assets, as does Annie Ngo.

Practice head(s):

Tony Nguyen

Other key lawyers:

Annie Ngo

Key clients

Hyundai Freezer Plant Co., Ltd.

Antibiotice S.A

Vietnam Oil And Gas Group

Antechnic Engineering Pte. Ltd.

Work highlights

  • Advised Vietnam Oil And Gas Group on the selling shares in the $5bn Long Son refinery project.
  • Advised Antibiotice S.A on the establishment and the operation of a representative office in Hanoi.

Nagashima Ohno & Tsunematsu

At Nagashima Ohno & TsunematsuMotohisa Nakagawa in Ho Chi Minh City and Keigo Sawayama in Hanoi have experience in advising a mostly Japanese client base on creating and managing investments in Vietnam.

Key clients

Dentsu Inc.

Fujisolar Co. Ltd.

Takara Leben Co., Ltd.

Osaka Gas Co., Ltd.

Work highlights

  • Advised Fujisolar on the purchase of Vietnam Sunergy Company Limited, a Vietnamese company manufacturing solar panels.
  • Advised Dentsu on forming with another foreign investor in order to create software.

Nishimura & Asahi

Nishimura & Asahi's Vietnamese offices act for a number of respected clients who share the firm's Japanese origins on corporate and M&A matters. Taro Hirosawa leads the Hanoi office and Ha Hoang Loc is the key name in Ho Chi Minh City.

Practice head(s):

Hikaru Oguchi

Testimonials

The M&A team comprises both Vietnamese and Japanese lawyers, therefore, they are able to deal with both Vietnamese and Japanese parties directly and effectively.

Venture North Law Limited

At Venture North Law Limited, managing partner Nguyen Quang Vu, formerly of VILAF, has extensive experience in this area including a track record of advising foreign investors and referral work from international law firms. Ha Thi Dung has experience with Japanese clients and advises leading Vietnamese businesses on acquisition work.

Practice head(s):

Nguyen Quang Vu

Other key lawyers:

Ha Thi Dung