Mayer Brown JSM has had a permanent presence in Vietnam since 1994. We operate from offices in Hanoi, the centre of government, and Ho Chi Minh City, the commercial capital. We work closely with our other offices around the world. In 2009, Mayer Brown JSM was named “Regional Law Firm of the Year” by IFLR in recognition of our Asian capability and integration.
We have more than 40 lawyers including 4 partners based in Vietnam, led by Dao Nguyen who was referred to in Chambers Asia 2008 as "the firm's special advantage". Our legal staff is predominantly locally trained and proficient in English, and we also have a number of overseas lawyers including lawyers from the UK and the US. We provide both Vietnamese and international legal services, including issuing formal Vietnamese legal opinions. Earlier this year, two of our partners produced the Vietnam Investors’ Guide: Business Law, published by CCH Asia. This is the first and only business legal guide in the market on investing in Vietnam.
Languages spoken in the Vietnam offices include Vietnamese, English, Mandarin, Malay, Cantonese and Korean.
Our main practice areas of law, which cover a wide range of industries from real estate, oil and gas, energy, chemicals, pharmaceuticals, consumer goods, telecommunications, media and advertising through to hospitality and leisure, are described here.
Corporate & Securities
Globally, we represent private and public domestic and foreign corporations and their financial advisers in all areas of mergers and acquisitions, divestitures, joint ventures and other transactional matters. We regularly handle transactions ranging in size from multi billion dollar, cross-border transactions to smaller (but often complex) transactions within domestic or regional markets.
In Vietnam, we have advised on the strategic acquisitions of different levels of shareholdings in local companies in a number of sectors and on establishing local joint ventures. Until recently, investor interest has mainly been in the real estate sector but we are now seeing strategic acquisitions in the media and healthcare sectors. This reflects Vietnam’s commitments under the World Trade Organization (WTO), which provide that, subject to certain conditions, foreign companies and individuals are now allowed to acquire 100 percent of a local unlisted company. We also provide ongoing licensing and corporate advice to a number of multinational companies coming to Vietnam.
Our capital markets team represents both issuers and underwriters in a range of equity and debt transactions involving public offerings and private placements of securities in Vietnam. We also represent emerging markets issuers in accessing the global capital markets, in particular in the US, London and Hong Kong. Our global securities law capability in our Hong Kong office enables us to provide a "one stop shop" to our clients for securities advice on international capital markets transactions, including initial public offerings, private placements (including Rule 144A offerings), secondary offerings and public takeovers.
Please contact Dao Nguyen, Stephen Bottomley or Mark Uhrynuk for more information.
Foreign and Local Investment
In the past several years, culminating in its accession to the WTO in January 2007, Vietnam has taken active steps to revamp its entire legal framework for business and investment in Vietnam, to create a more favourable environment for both foreign and local investors. The Investment Law, which regulates how an investment in Vietnam may be approved, and the Law on Enterprises, which sets out the types of corporate vehicles investors may establish to carry out their investment projects, are fundamental to these developments.
For example, the Law on Enterprises abolishes the distinction between a local and a foreign company and between both of these and a state-owned company. All types of companies must now operate by the same corporate governance rules. This should create a level-playing field for doing business, since the failure to comply with these corporate rules will lead to personal liability for directors or officers of a company, regardless of whether the company is foreign-owned, Vietnamese owned or state-owned. The Investment Law also now applies to both local and foreign investors.
A number of important and sensitive service sectors such as financial services, telecommunications and distribution services will be opened to market access offering opportunities for both foreign and local investors.
We are able to advise on the law and regulations and the obtaining of requisite registration and licensing requirements.
Please contact Dao Nguyen or David Lim for more information.
Banking & Finance
Our Banking & Finance practice is well established in Vietnam and led out of our Hanoi office. We assist international banks in securing licences to establish local subsidiary banks in Vietnam. We also act for local and international banks on matters ranging from the production of standard form and credit documentation to ISDA/derivative transactions and ongoing advice on regulatory and compliance matters.
"The banking team has extensive experience in advising the Vietnamese branches of large banks." - IFLR 1000 2007
Please contact Hoang Anh Nguyen or Mai Phuong Nguyen for more information.
Real Estate
In recent years, we have seen tremendous growth in foreign investment into Vietnam which was largely driven by investments in real estate in general. Initially, foreign investors invested in stand-alone building developments but as the legal framework for land and foreign investments developed together with increasing confidence in the Vietnamese economy and institutions, foreign investors adopted more sophisticated investment structures and diversified their investments to include mixed-use developments, resort projects, industrial zone developments and full scale township projects.
Our real estate team is widely recognised as a market leader in the real estate sector in Vietnam. Over the years, we have built a vast wealth of real estate knowledge by acting for private equity funds, real estate owners, major developers, contractors, financial services organisations, government and public bodies, and local and overseas companies. We advise on all aspects of real estate transactions including investment structures, land acquisition and conveyancing, township developments, resort developments, financings and foreign exchange restrictions.
In addition to advising on the legal aspects of real estate, we are also actively involved in the development of the legal framework for the real estate sector. We head the Land Sub-group of the Vietnam Business Forum to co-ordinate comments from the private sector on land legislation and present them to the Vietnam government. We recently presented views on the draft revised Land Law and addressed the Standing Committee of the National Assembly of Vietnam regarding proposed amendments to the Land Law.
Please contact Dao Nguyen or David Lim for more information.
Restructuring, Bankruptcy & Insolvency
With the current economic crisis, our highly regarded restructuring lawyers throughout Asia are uniquely positioned to assist on multijurisdictional insolvency situations. Our restructuring and insolvency practice in Vietnam is considered a market leader with a strong reputation and a wealth of experience in advising clients from industries including banks, petrochemical and general manufacturing. We have provided advice to creditors, creditor committees and debtors on the full range of restructuring and reorganisation issues (both formal and informal workouts) and most importantly our advice is backed up by strong commercially minded principles that directly benefit the clients financially.
Please contact Dao Nguyen or Steve Miller for more information.
Litigation & Dispute Resolution
We have a growing dispute resolution practice that complements our other practice areas. We routinely advise on a wide range of disputes including shareholder disputes, labour disputes and other commercial disputes.
Please contact Dao Nguyen for more information.
Infrastructure and Project Finance
We represent developers, sponsors, investors, contractors, operators, commercial and investment banks, IFIs, ECAs, rating agencies, government and public agencies, and other clients in a wide variety of infrastructure projects and related project financings, including in the power, mining, oil and gas, telecoms, roads and motorways, petrochemicals, water and waste water treatment sectors and on other infrastructure development matters.
Within Vietnam, our recent work has included advising on the financing and development of mines, electric power stations and coal fired power plants.
One of the infrastructure transactions we completed was shortlisted by IFLR for Project Finance Deal of the Year in 2008. The US$ 340 million 13.65 km road project (which also includes four bridges) was the first of its kind licensed in Vietnam on a “Build-Transfer” basis under the relevant BOT regulations under which the investor committed to build an outer ring road connecting HCMC Tan Son Nhat International Airport to the neighbouring areas and, upon completion, to transfer the same to the government. In return, it received the right to develop a number of other real estate projects. The unique nature of this transaction is that the income stream generated does not derive from this road project but from the other real estate projects. Negotiations with the government lasted over a year and involved discussions of complex issues ranging from foreign exchange, to land to termination sums payable by the government to the investor in certain circumstances. We also worked with the government to change the BOT regulations to accommodate the issues raised during negotiations. For this reason, the deal received recognition from IFLR for innovation in structuring of financeable transactions.
Please contact Dao Nguyen or David Lim for more information.
Telecommunications & Media
Globally the telecommunications, media and technology industry (TMT) comprises some of the most dynamic and progressive companies of today and will be a major growth area for Vietnam as it liberalises its services market and pursues rapid economic development. The boundaries between IT, telecommunications and broadcasting are becoming less defined as the market converges. In response, we have pooled our experience from several practice areas to create the TMT group.
We are able to advise companies on the exploitation of new technologies pulling together deep commercial industry knowledge with intellectual property licensing and exploitation experience. Because of the sensitive nature of this industry and the balancing of market liberalisation against national security interests in Vietnam, companies and investors need advice on the rapidly changing legal environment, which we are well placed to provide.
Please contact Dao Nguyen or Jack Su for more information.
Energy
Mayer Brown is a leading adviser to companies in the energy industry, as well as to their investors and financiers throughout the United States, Europe, Africa, Canada, Asia and Latin America. Experience ranges from the representation of some of the largest energy corporations in the world, such as Shell, BP and Petrobrás, to emerging technology companies.
The firm also represents a significant number of regional, national and global banks, investment banks and other financiers and investors in energy finance and debt transactions. The practice is distinguished by first-hand industry experience, gained through working closely with leading industrial organisations and as part of in-house legal teams. This experience provides lawyers with accurate insights into the legal and regulatory issues facing energy and petrochemical companies today.
Please contact Dao Nguyen or Jack Su for more information.
Global Trade
The firm's Global Trade practice advises clients in a variety of areas including developing market-entry strategies, identifying local partners for joint ventures, identifying investment opportunities, securing regulatory approvals and developing and executing strategies to address market access barriers.
Our Vietnamese offices, working with the firm's global trade platform (with primary offices in Washington DC, Brussels and Beijing), defend manufacturers in Vietnam against allegations of “dumping” products at unfairly low prices in foreign markets (e.g., the United States and in the EU). The team has a long history of assisting Vietnamese seafood exporters in these antidumping cases, and has worked with various exporters to use creatively these cases to open up competitive advantages for our clients.
Please contact Matthew McConkey for more information.
Business & Technology Sourcing
The firm has one of the largest and most experienced teams of sourcing attorneys in the world. Our Business & Technology Sourcing practice ranges from IT and telecommunications infrastructure to business processes such as human resources and finance and accounting functions. We maintain an extensive knowledge of current developments and practice in the market for sourced services in Europe, the Americas and Asia.
Our knowledge is built on years of advising national and international clients on transactions in industries including financial services and financial markets, consumer goods, manufacturing, insurance, chemicals and telecommunications. We advise clients on the whole life cycle of sourcing from selecting potential suppliers, through the RFP process, negotiating agreements, managing the ongoing relationship, terminating and renegotiating, transferring and restructuring.
In our role as legal advisers we help sourcing customers maintain the strongest negotiating position possible for ongoing management of the sourcing relationship as well as for any renegotiation or termination. From our experience, we know that successful sourcing transactions require detailed planning and careful contractual and operational implementation.
Please contact Geof Master for more information.
