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Major Projects
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Technical Assistance (Cambodia) |
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Technical Assistance
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Client |
Description of project and involvement by MLG/DFDL Mekong and lawyers working with DFDL Mekong |
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World Bank Road Law Assistance for MPWT – Cambodia (2005-2006)
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World Bank
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Advising the Royal Government of Cambodia (the “RGC”) in a World Bank project to assist the RGC in the detailed drafting of the Road Law and various Sub-Decrees implementing the Road Law, notably the establishment of a Road Board and Road Fund.
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Power Reform Assistance for MIME – Cambodia (2003)
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World Bank (PPIAF)
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Advising the Royal Government of Cambodia (the “RGC”) in a World Bank project to assist the RGC in defining and implementing power sector reform, notably the structuring and the detailed drafting of the Law Concessions and the Sub-Decree implementing the Law on Concessions.
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World Bank (PPIAF)Private Public Infrastructure – Cambodia (2003 - 2004)
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World Bank (PPIAF)
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Advising the Royal Government of Cambodia (the “RGC”) in a World Bank project to assist the RGC in defining and implementing private participation in infrastructure project, notably the structuring and detailed drafting of the Sub-Decree on the Private Participation in the Electricity Sector and Procurement Guidelines for the electricity sector.
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Rural Water Sector – Cambodia (2005)
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Agence Française de Développement
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Advising the Royal Government of Cambodia (the “RGC”) in an AFD project to assist the RGC in defining and implementing the water sector policy in rural areas, notably by analyzing the legal framework and proposing institutional structures to implement such policy.
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GRET – Rural Irrigation Sector - Cambodia (2004)
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Agence Française de Développement
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Advising the GRET to assist in defining and implementing the legal framework in the rural irrigation sector, notably in the drafting of various implementing regulations for the water irrigation sector.
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World Bank Project
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Ministry of Commerce of Cambodia – Legislative Reform for WTO (2001).
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As international legal adviser, advised the Ministry of Commerce on the required legislative reform in the light of accession of Cambodia to WTO membership. Notably, advised on the necessary legal reform in the financial sector.
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General Foreign Direct Investment |
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General Foreign Direct Investment
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| Project |
Client |
Description of project and involvement by MLG/DFDL Mekong and lawyers working with DFDL Mekong |
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Acquisition of Hotel Cambodiana
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Royal Group of Companies
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Advise client, negotiate, draft and act on completion of multi-million dollar acquisition of entity.
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Purchase of Camintel
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AZ Communications
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Purchase of Camshin
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Telecom Malaysia
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Joint Venture for Integrated Community
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Ciputra
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Advised client and negotiated joint venture as local counsel in relation to the development of a multi-million dollar integrated community to be developed in Phnom Penh.
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Joint Venture for Hotel Development in Siem Reap
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Royal Group of Companies
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Advised client and negotiated with respect to all project agreements for the development of a luxury hotel in Siem Reap.
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Joint Venture to establish international-standard bank
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Royal Group
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Advise client in relation to the US$18 million joint venture with ANZ Banking Group to form ANZ Royal Bank (Cambodia) PLC, Cambodia's only international-standard bank.
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Banking Advice
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ANZ Royal Bank
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Adviser to ANZ Royal Bank on all legal matters. Bank commenced trading in August 2005, with branches nationwide within 2 years. First externally–linked multi-bank ATMs in Cambodia and first internet banking service provider.
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Cement joint venture investment in Cambodia
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Siam City Cement (controlled by Holcim). Value up to $40 million
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Cement grinding and manufacturing facility in Sihanoukville Province, Cambodia.
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Cement joint venture investment in Cambodia
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Siam Cement's
Project value: US$100 million
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Investment in limestone mining venture and cement manufacturing facility in Kampot Province, Cambodia.
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Land Development, Property, Hotels |
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Land Development, Property, Hotels
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| Project |
Client |
Description of project and involvement by MLG/DFDL Mekong and lawyers working with DFDL Mekong |
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Issuance of a Due Diligence report and Legal Opinion on Cambodian entities
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JSM Indochina Properties Co. Ltd.
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Issuance of a Due Diligence report and Legal Opinion on Cambodian entities, shares of which are to be acquired by JSM Indochina Properties Co. Ltd. which is a subsidiary of JSM Indochina Ltd., a Cayman Islands registered company listed on the AIM London Stock Exchange as part of the listing of JSM Indochina Ltd. and to raise US$220 million for future land development investments in Cambodia and Vietnam.
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Financing and re-financing of Raffles Hotel in Cambodia
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Colony Adviser and Fairmount
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Advised client and document secured financing of Raffles Hotels in Siem Reap and Phnom Penh. Draft all local legal agreements.
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Acquisition of Hotel Cambodiana
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Royal Group of Companies
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Advise client, negotiate, draft and act on completion of multi-million dollar acquisition of entity which owns the Hotel Cambodiana.
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Joint Venture for Integrated Community
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Ciputra Description
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Advised client and negotiated joint venture as local counsel in relation to the development of a multi-million dollar integrated community to be developed in Phnom Penh.
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Sale of a community development project
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Northbridge Communities Limited
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Represented Northbridge Communities Limited in the multi-million dollar sale of a community development project comprised of an international school, sporting facilities, single family homes and apartment buildings.
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Purchase of land for development of a hotel resort complex
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Israeli Investors
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Represented the purchaser of land in Sihanoukville in a multi-million dollar purchase of land for development of a hotel resort project.
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Joint Venture for hotel development in Siem Reap
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Royal Group of Companies
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Advised client and negotiated with respect to all project agreements for the development of a luxury hotel in Siem Reap.
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Long Term Lease of Kho Phous (Snake Island) and Havai Beach in Sihanoukville, Cambodia
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Kho Phous Investment Group Ltd. ("KPIG")
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Advised client in the drafting and negotiation with the Royal Government of Cambodia on the two long term leases for the island and beach front property on Havai Beach, whereby KPIG has the exclusive right to develop the island for tourism, the project for which is estimated to be a US$300 million dollar development project.
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Development of a Special Economic Zone
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Manhattan Special Economic Zone
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Advised client and drafted form Land Sale and Purchase agreements and Long Term Lease Agreements for the client to sell and lease land within the Manhattan Special Economic Zone.
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Joint Venture and Land Purchase of a Special Economic Zone
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Japanese Investors
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Advised on, negotiated and drafted as local counsel, the Joint Venture Agreement and Land Sale and Purchase Agreement for a foreign investor to enter into a joint venture for the purchase and development of the Phnom Penh Special Economic Zone.
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Energy and Infrastructure (Cambodia) |
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Energy & Infrastructure
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| Project |
Client |
Description of project and involvement by MLG/DFDL Mekong and lawyers working with DFDL Mekong |
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200-250 MW hydro-project US$200-250 million
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China Exim Bank
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Acting for the lenders in relation to a US$200-250 million Khamchay hydro project to be developed in Kampot province in Cambodia.
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20 MW IPP Power Plant US$30-35 million
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Thai Lenders
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Acting for the lenders in relation to a US$30-35 million IPP project to be developed in Kampot province for providing electricity to a cement factory.
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200 MW hydro project US$280 million
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Asian Development Bank
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Acting for the sponsors in relation to a US$280 million hydro project to be developed in North-East Cambodia.
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Transmission Line US$30 million
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Asian Development Bank
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Acting for the lenders in relation to a US$30 million transmission line project between Thailand and Cambodia.
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30 MW IPP in Phnom Penh US$20 million investment
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ANCO Brothers
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Acted for Anco Brothers in relation to two IPPs.
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Railway Concession
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Sponsor
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Acting for the Sponsor in preparation of all project documentation.
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Power Reform Assistance
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World Bank and Ministry of Industry
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Acting for the Royal Government of Cambodia in a World Bank project to assist the RGC in defining and implementing power sector reform, notably all aspects related to financing.
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Cam-Tai Power Project US$50 million investment
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CTEP
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Acting for a Taiwanese enterprise in relation to a US$60-70 million IPP in the region of Siem Reap.
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Airport Financing
US$10-15 million loan
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PROPARCO
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Acting for a French bi-lateral financing agency, in relation to the financing of a BOT project in the airport sector.
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Telecommunication Financing
US$10 million loan
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PROPARCO
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Acting for a French bi-lateral financing agency, in relation to the financing of a telecommunication project.
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World Bank PPI Project
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World Bank and Ministry of Commerce
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Acting for the Royal Government of Cambodia in a World Bank project to assist RGC in defining and implementing private public infrastructure sector reform.
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Water Sector Project
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GRET/ AFD
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Assisting a bi-lateral organization in developing a water sector project.
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Transmission Line
US$20 million investment
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PWC
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Acting for international counsel to a Thai enterprise in relation to a US$20 million IPP between Thailand and Cambodia.
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“Beacon Hill” Power Project
US$93 million investment
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IFC
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Acting for the IFC, Opic and the Korean Exim Bank in relation to a US$93 million IPP in Phnom Penh.
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Two Phnom Penh IPPs
US$5 million to US$15 million investments
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Caterpillar International
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Acting for Caterpillar International in relation to two IPPs, valued at US$5 million to US$15 million each.
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Two Provincial IPPs
US$5 million to US$15 million investments
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Global Technologies Support
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Acting for Malaysian company Global Technologies Support Sdn Bhd in relation to two IPPs, each valued at US$5 million to US$15 million.
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IPP Operation and Management Contract
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GE International
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Acting for GE International in relation to the operation and management contract for an IPP.
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Phnom Penh and Siem Reap International Airport
US$30 million Investment
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SCA
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Acting for a consortium of French, Malaysian and Cambodian investors in relation to the US$30 million BOT for the renovation of the international airport in Phnom Penh.
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Air Traffic Control Systems
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CATS
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Acting for Thomson CSF in relation to the BOT for the supply and operation of the air traffic control system for Phnom Penh International Airport.
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Project Finance and Secured Lending |
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Project Finance & Secured Lending
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| Project |
Client |
Description of project and involvement by MLG/DFDL Mekong and lawyers working with DFDL Mekong |
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Colony Adviser and Fairmount
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Financing and Re-financing of Raffles Hotel in Cambodia Colony Adviser and Fairmount.
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Advised client and document secured financing of Raffles Hotels in Siem Reap and Phnom Penh. Draft all local legal agreements.
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Financing of 60 MW IPP in Phnom Penh
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IFC, Opic, Korean Exim Bank
Project Value: US$90 Million
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Provide full scope of advice related to project as lead local project counsel, including Government payment guarantees, passage of law enforcing NY Convention, Implementation Agreement, Power Purchasing Agreement, Fuel Supply Agreement, Construction Agreement and related documents.
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Financing Expansion of telecommunication
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Credit Lyonnaise, Singapore Branch
Project value: US$20 Million
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Provide of legal opinion on the legality and security of the loan facility under Cambodian law and practice. Provide legal documentation required for the implementation of the facility, including Share Pledge Agreement; and Conditional Assignment Share Agreements.
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Debt Restructure of Cambodian Assets of Major Regional Conglomerate
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Credit Lyonnaise and other Creditors
Project value: US$250 Million
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Debt restructure involved transfer of shares in Cambodian companies to reduce the debt, as well as grant of security interests in various Cambodian assets. We draft all local law documents and advised on all aspects of the restructure in Cambodia.
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Financing of Expansion of Soy Milk Factory
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MPDF/Hagar Soya Ltd
Project value: US$1.3 Million
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Restructure business, form new entity, draft shareholders agreement, advised on all aspects of equity and debt financing. Draft various security documents.
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Super Luxury Boutique Hotel in Siem Reap, Cambodia
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International Finance Corporation Project value: US$2 Million
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Advised client and document secured financing of hotel project in Siem Reap. Restructure investment company. Draft all local legal agreements.
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Financing of 4 Star Hotel Project in Siem Reap
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DEG
Project value: US$10 Million.
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Provision of legal opinion on the legality and security of the loan facility under Cambodian law and practice.
Provide legal documentation required for the implementation of the facility which included documents such as:
- Share Pledge Agreement;
- Conditional Assignment of Share Agreement; and
- Corporate and Personal Guarantee
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Loan Facilities
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First Commercial Bank (Phnom Penh Branch)
Project value: (US$100,000 to $15 Million each)
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Provide secured loan documents in Khmer and English language. Assessment of the legality of the documentation provided by the borrower (individual person and/or corporate). Verification and registration of mortgages at the relevant Land Office.
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Equity and Debt Financing of Transformation of Microfinance institution to Commercial Bank
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IFC, DEG, TRIODOS, FMO and ACLEDA BANK
Project value: US$25 Million project
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Lead Project Counsel for conversion of micro finance institution into a rural development bank. Advise on all aspects, including banking laws and regulation, Business purchase Agreement, shareholder and director liability asset transfer
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Project Finance
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Overseas Chinese Banking Corporation
Project value: US$3 Million
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Provide legal opinion on offshore loan facility to borrower in Cambodia.
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Air Traffic Control System - Project Finance
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Import Export Bank of Thailand Project value: US$15 Million
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Provision of legal opinion on all aspect of laws on the proposed offshore loan facility.
Provide legal documentation required for the implementation of the facility which included documents such as:
- Share Pledge Agreement; and
- Conditional Assignment of Share Agreement.
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Project Finance and Secured Lending (Laos) |
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Project Finance & Secured Lending
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Coming soon...
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Energy & Infractructure (Laos) |
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Energy & Infrastructure
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| Project |
Client |
Description of project and involvement by MLG/DFDL Mekong and lawyers working with DFDL Mekong |
| Nam Theun 1 |
Sponsors |
Acting as local counsel to the Sponsors in relation of to hydropower project of 450 MW capacity. |
| Nam Ngum 2 |
Contractor |
Acting as an adviser to a NN2PC’s contractor in respect with tax issues. |
Nam Ngum 2
US$1 billion investment |
Thai Firm |
Acting as an adviser to the Lenders Consortium in relation to a hydro-electric power project. International Counsel is Chandler. Value: US$1 billion. |
Nam Theun 2
US$1.2 – 1.5 billion investment |
International Lenders and Thai Lenders |
Acting as an adviser to the Lenders Consortium in relation to a hydro-electric power project. International Counsel is A&O and Chandler. Value: US$1.2 to 1.5 billion. |
Sepon Copper Mine
US$300 million loan |
Société Générale |
Acting as Lao Counsel in relation to the financing on a project finance basis of a copper mine in the South of Laos. Project Counsel for lenders is Norton Rose. Value: US$ 300 million loan. |
Nam Theun 2
US$1.2 billion investment |
World Bank |
Acting as an adviser to the World Bank in relation to a hydro-electric power project. International Counsel is Linklaters. Value: US$1.2 billion. |
Theun-Hinboun
US$600 million investment |
Joint Venture Company |
Acted as an adviser to various enterprises and entities involved in the establishment of a US$600 million hydro-electric power project. |
Hongsa
US$1 billion investment |
Foreign Consortium |
Acted for the foreign investors developing the lignite-fired power project. Value: US$1 billion. |
Houay Ho
US$275 million investment |
Sponsors |
Acted for original sponsor, Daewoo, takeover sponsor, Tractabel and the lenders (on refinancing) in relation to the US$275 million hydro-electric power project. |
Nam Theun 3
US$310 million investment |
HEARD Energy |
Acted for HEARD Energy and other foreign investors in relation to the US$310 million hydro-electric power project. |
| Xe Kaman 1US$500 million investment |
Australian investors |
Acted for the Australian investors in the US$500 million hydro-electric power project. |
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General Foreign Direct Investment (Laos) |
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General Foreign Direct Investment
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| Project |
Client |
Description of project and involvement by MLG/DFDL Mekong and lawyers working with DFDL Mekong |
| Lao Tobacco Company - Privatization |
The Government of Laos |
Acting as advisor to Imperial Tobacco for the privatization of the Lao tobacco monopoly. |
| Lao Brewery - Disposal of shareholding |
The Government of Laos |
Acting as advisor to the Government of Laos for the disposal of its shareholding in the country's brewery. |
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Technical Assistance (Laos) |
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Technical Assistance
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Coming soon...
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Land Development, Property, Hotel (Laos) |
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Land Development, Property, Hotels
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Coming soon...
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Project Finance and Secured Lending (Myanmar) |
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Project Finance & Secured Lending
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Coming soon...
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Energy & Infractructure (Myanmar and other countries) |
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Energy & Infrastructure
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| Project |
Client |
Description of project and involvement by MLG/DFDL Mekong and lawyers working with DFDL Mekong |
| South East Asia |
Equity investment fund |
Represent and serve as project and finance counsel for an equity investment fund regarding their equity participation and investments in clean energy projects throughout Southeast Asia and China. Projects have included biomass and ethanol projects in Thailand, a hydro project in the Peoples’ Republic of China, a biomass project in Singapore and an ethanol project in the Philippines. |
| Nepal |
Government of Nepal |
Served as legal adviser to the Government of Nepal for the solicitation of sponsors for the Kapela-A hydroelectric project. In this capacity, drafted the model concession agreement and advised the Government of Nepal regarding the solicitation package and the model power purchase agreement. |
| People’s Republic of China |
World Bank and Ministry of Electric Power |
Advised the World Bank and Ministry of Electric Power on the commercial and contractual prerequisites for successful private power projects and represented (i) the Tuoketuo Electric Power Company and the North China Power Group Company in the negotiation of the power purchase agreement for the Tuoketuo power plant in Inner Mongolia, and (ii) the State Economic & Trade Commission and multiple provincial power companies on the development of transaction documents (including the power purchase agreements) to support wind power projects. |
| Pakistan |
Government of Pakistan |
Led the team of lawyers which advised the Government of Pakistan (GOP) on the development of independent power projects. This effort included the development of model project transaction documents (including the model implementation agreement and power purchase agreement) and the negotiation of project specific documentation. |
| Indonesia |
World Bank |
Advised the World Bank on the contractual relief available to PLN due to the economic crises in Indonesia under the multiple power purchase agreements which PLN has executed with independent power producers. |
| India |
China Light & Power |
Represented China Light & Power in the negotiation of the power purchase agreement of the 1000 MW power plant in Mangalore, State of Karnataka, India. |
| International Bank for Reconstruction and Development |
World Bank |
Assisted in the development of the World Bank model guidelines, procedures and criteria for competitive electric power solicitations. |
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General Foreign Direct Investment (Myanmar) |
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General Foreign Direct Investment
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Coming soon...
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Technical Assistance (Myanmar and other countries) |
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Technical Assistance
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| Project |
Client |
Description of project and involvement by MLG/DFDL Mekong and lawyers working with DFDL Mekong |
| Ministry of Finance and Planning of Sri Lanka - Governance and Institutional Support for Private Sector |
Asian Development Bank |
This project is aimed at assisting the Government improve the performance of the public enterprise and the (private) corporate sector through development of best practice in corporate governance. The activities of the TA include:
(i) review of the corporate governance systems and practices in public enterprises, including the state-owned National Savings Bank, and listed companies;
(ii) development of a code of best practice in corporate governance which is to be adopted and made mandatory for all commercial public enterprises and all state-owned or controlled financial institutions (including commercial and development banks);
(iii) recommendations on the strengthening of the role and institutional capacity of the Government in its ownership and governance functions of public enterprises; and
(iv) recommendations on corporate governance development in listed companies. Development of a code of best practice in corporate governance which is to be adopted and made mandatory for all commercial public enterprises and all state-owned or controlled financial institutions (including commercial and development banks). |
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Land Development, Property, Hotel (Myanmar) |
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Land Development, Property, Hotels
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Coming soon...
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Energy & Infractructure (Thailand) |
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Energy & Infrastructure
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| Project |
Client |
Description of project and involvement by MLG/DFDL Mekong and lawyers working with DFDL Mekong |
| Green field independent power project |
Independent power company |
Serving as project counsel for a 6,000 MW hydroelectric power plant in Myanmar, three hydroelectric power projects in Lao PDR and a hydroelectric project in Cambodia. Responsible for the drafting and negotiation of all project documentation, including the joint venture agreements, shareholder agreements, tariff memoranda of understanding, the power purchase agreements and all contractor arrangements, including the EPC and O&M agreements. Also intimately involved in the efforts of this company to develop additional gas fired combined cycle power plants in Thailand. |
| Khanom power plant |
EGCO |
Represented the EGCO regarding the Bt7.4 billion expansion of the Khanom power plant and the development in Lao PDR of a 1400 MW lignite fired power plant. |
| Independent power projects |
Electricity Generating Authority of Thailand (EGAT) |
Lead legal adviser to the Electricity Generating Authority of Thailand (EGAT) from 1995 though 2000 regarding the commercial arrangements associated with power procurement from independent power projects. |
| Competitive independent power solicitations |
Thailand National Energy Policy Office |
Also advised the Thailand National Energy Policy Office during 1993-1994 on the preparation of the EGAT IPP solicitation package and model power purchase agreement for competitive independent power solicitations. |
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General Foreign Direct Investment (Thailand) |
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General Foreign Direct Investment
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Coming soon...
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Technical Assistance (Thailand) |
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Technical Assistance
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Coming soon
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Land Development, Property, Hotel (Thailand) |
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Land Development, Property, Hotels
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Coming soon...
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Project Finance and Secured Lending (Vietnam) |
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Project Finance & Secured Lending
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| Project |
Client |
Description of project and involvement by MLG/DFDL Mekong and lawyers working with DFDL Mekong |
| ASEM Governance |
World Bank |
Bank Governance
Advising the State Bank of Vietnam (“SBV”) on the review and improvement of corporate governance practices of commercial banks (State-owned, joint stock and foreign banks) licensed to operate in Vietnam. Responsible for reviewing existing corporate governance practices and Vietnamese regulatory framework on bank governance; drafting a decree which will replace the current Decree 49 on management of commercial banks in Vietnam; and providing training on bank governance (2005-2006). |
| Vietcombank |
World Bank |
Restructuring of Vietcombank
Advising the Bank for Foreign Trade of Vietnam (“Vietcombank”) on its restructuring plan anticipating privatization. Responsible for designing organizational reform options; drafting a charter, sample pledge and mortgage contracts, byelaws, lending regulation and regulation on internal audit (2005). |
| French developers -Financial Restructuring |
The Sponsor |
Financial restructuring
Advising a French company on the financial restructuring of their several five-star hotels in Vietnam, including the revision of 5 facility agreements and security packages which are executed with a State-owned Bank in Vietnam (2003). |
| French Finance Company - Operational Financing |
The Lender |
Operational Financing
Advising a French finance company on granting finance to a Vietnamese entity (a loan of more than US$10 million). Responsible for reviewing the facility agreement; assisting in negotiations with the borrower on the required Pre-Conditions; checking the completion of Pre-Conditions; and issuing legal opinions (2003-2004). |
| Bank Governance |
World Bank |
Banking Governance - Drafting of a Manual Handbook on Boardroom Practices for Joint Stock Commercial Banks (“JSB”)
Advising the SBV on the application of international bank governance practices to Vietnamese commercial banks. Responsible for drafting a Manual Handbook on Modern Boardroom Practices for Joint-stock Commercial Banks in Vietnam and providing relevant training (2002). |
| Bank Governance |
Asian Development Bank |
Corporatisation and Corporate Governance for equitized State-Owned Enterprises (“SoEs”)
Advising the SBV, Steering Committee for Economic Reform and the State Securities Commission on a project for the improvement of corporate governance practices for equitized SoEs and JSBs. Responsible for developing a Code of Best Practice in Corporate Governance for Vietnam and a model Charter for joint-stock companies and JSBs; and providing extensive advising and training to senior management, CEO and members of board of directors of banks on the model Charter and best practices in corporate governance and, role and duties of members of board of directors (2001 - 2002). |
| Bank Restructuring |
World Bank |
Restructuring of Commercial Banks
Advising the SBV on the restructuring of the banking sector, Vietnam. Responsible for providing advising the SBV on the reorganization of State-owned Commercial Banks and JSBs and for the creation of an assets management company (2000). |
| Hanoi International Hospital |
French Investing Group |
Acquisition of shares
Advising the Group on purchase of shares held by Australian partner in the international hospital joint venture company. Responsible for advising on legal structure for the acquisition; preparing a due diligence report on the status of the joint venture company; and preparing a share sale agreement (1999-2000). |
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Energy & Infractructure (Vietnam) |
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Energy & Infrastructure
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| Project |
Client |
Description of project and involvement by MLG/DFDL Mekong and lawyers working with DFDL Mekong |
| Sponsoring Consortium - Phu My 2-2 Gaz Power Project |
The Sponsors |
Implementation of BOT Project
Acting as local counsel to the Sponsors in namely Electricity of France (EFF), Sumitomo and TEPCO in relation to a gas power project worth approx US$ 400 million. Responsible for assisting the Sponsors in negotiations with the lenders in relation to financing for the project and Vietnamese authorities in relation to formation and implementation of the project; and preparing lending agreements, security documentation and legal opinions (1999 - 2006). |
| Japanese Bank –Credibility assessment |
The Lender |
Due Diligence for Credit Loans
Completing a comprehensive Due Diligence Report on behalf of a Japanese Bank over the operational status of Vietnam Coal and Minerals Group (“Vinacomin”). The due diligence serves as the ground for the Bank to grant a large-size credit facility to Vinacomin. Responsible for interviewing Vinacomin’s officers and preparing the Due Diligence Report on the operational and financial status of Vinacomin (2006).
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| PetroVietnam – International bonds |
The Offerer |
Offering of International Bonds
Acting as legal counsel to the Oil and Gas General Corporation of Vietnam (“PetroVietnam”) on the project for offering international bonds at New York Market. Responsible for preparing a due diligence report on the status of PetroVietnam and advising on legal issues relating to the issuance of international bonds (2002 - 2003). |
French Bank –
Bank Financing |
The Lender |
Bank Financing
Advising a French bank on granting finance to PetroVietnam (a loan of more than US$10 million). Responsible for reviewing the facility agreement; completing a due diligence on the borrower's status; and checking the completion of Pre-Conditions and issuing legal opinions (2003). |
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General Foreign Direct Investment (Vietnam) |
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General Foreign Direct Investment
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| Project |
Client |
Description of project and involvement by MLG/DFDL Mekong and lawyers working with DFDL Mekong |
| Sponsoring Consortium - Phu My 2-2 Gaz Power Project |
The Sponsors |
Implementation of BOT Project
Acting as local counsel to the Sponsors in namely Electricity of France (EFF), Sumitomo and TEPCO in relation to a gas power project worth approx US$ 400 million. Responsible for assisting the Sponsors in negotiations with the lenders in relation to financing for the project and Vietnamese authorities in relation to formation and implementation of the project; and preparing lending agreements, security documentation and legal opinions (1999 - 2006). |
| Malaysian Investors - Foreign-invested Joint-venture Project |
Malaysian investors |
Development of a Manufacturing Foreign Invested Joint venture Project
Assisting a Malaysian Manufacturing Group (Listed) to set up a joint venture company with a Vietnamese State Corporation in northern Vietnam for manufacturing electrical equipment. Responsible for assisting in negotiation with potential Vietnamese partners; advising on legal options for setting the joint venture company; preparing joint venture MOU, join venture agreement, company charter; preparing application dossier to apply for Investment Licence for the joint venture company; (2005-2006). |
| Japanese Investors – Industrial Zone |
Japanese Investors |
Operation of an Industrial Zone
Advising a Japanese developer of an industrial zone in northern Vietnam on operational issues relating to the operation and management of the industrial zone. Responsible for preparing amendment to joint venture agreements and company charter; preparing an application dossier for amendment of Investment Licence; and advising on legal issues relating to the management of the Industrial Zone (2006). |
| Thai Investors – Domestic Company |
Thai Investors |
Establishment of Domestic Company
Advising a Thai Investor in setting up a shareholding company with Vietnamese shareholders in Vietnam. Responsible for advising on legal options for setting the shareholding company; preparing shareholders Agreement, and other Agreements with Vietnamese shareholders; preparing and submitting an business registration application dossier and obtaining the business registration certificate on the client’s behalf (2006). |
| MERGER AND ACQUISITION, AND DUE DILIGENCE |
| Japanese Bank – Credibility assessment |
The Lender |
Due Diligence for Credit Loans
Completing a comprehensive Due Diligence Report on behalf of a Japanese Bank over the operational status of Vietnam Coal and Minerals Group (“Vinacomin”). The due diligence serves as the ground for the Bank to grant a large-size credit facility to Vinacomin. Responsible for interviewing Vinacomin’s officers and preparing the Due Diligence Report on the operational and financial status of Vinacomin (2006). |
| French Investors – Acquisition of a Manufacturing Company |
French Investors |
Acquisition of a Foreign-invested Manufacturing Company
Advising a group of French investors in acquiring a foreign-invested manufacturing company in northern Vietnam. Responsible for advising on legal issues relating to the acquisition and merger of the acquired company into another existing company; and drafting a share sale agreement (2004). |
| PetroVietnam – International Bonds |
PetroVietnam as the Offerer |
Due diligence for Offering of International Bonds
Acting as legal counsel to the Oil and Gas General Corporation of Vietnam (“PetroVietnam”) on the project for offering international bonds at New York Stock Exchange. Responsible for preparing a due diligence report on the status of PetroVietnam and advising on legal issues relating to the issuance of international bonds (2002 – 2003). |
| Hanoi International Hospital |
French Investing Group |
Acquisition of shares
Advising the Group on purchase of shares held by Australian partner in the international hospital joint venture company. Responsible for advising on legal structure for the acquisition; preparing a due diligence report on the status of the joint venture company; and preparing a share sale agreement (1999-2000). |
| BANKING, FINANCE AND GOVERNANCE |
| ASEM Governance |
World Bank |
Bank Governance
Advising the State Bank of Vietnam (“SBV”) on the review and improvement of corporate governance practices of commercial banks (State-owned, joint stock and foreign banks) licensed to operate in Vietnam. Responsible for reviewing existing corporate governance practices and Vietnamese regulatory framework on bank governance; drafting a decree which will replace the current Decree 49 on management of commercial banks in Vietnam; and providing training on bank governance (2005-2006). |
| Vietcombank |
World Bank |
Restructuring of Vietcombank
Advising the Bank for Foreign Trade of Vietnam (“Vietcombank”) on its restructuring plan anticipating privatization. Responsible for designing organizational reform options; drafting a charter, sample pledge and mortgage contracts, by-laws, lending regulation and regulation on internal audit (2005). |
| French Bank – Bank Financing |
The Lender |
Bank Financing
Advising a French bank on granting finance to PetroVietnam (a loan of more than US$10 million). Responsible for reviewing the facility agreement; completing a due diligence on the borrower's status; and checking the completion of Pre-Conditions and issuing legal opinions (2003). |
| French developers -Financial Restructuring |
The Sponsor |
Financial restructuring
Advising a French company on the financial restructuring of their several five-star hotels in Vietnam, including the revision of 5 facility agreements and security packages which are executed with a State-owned Bank in Vietnam (2003). |
| French Finance Company - Operational Financing |
The Lender |
Operational Financing
Advising a French finance company on granting finance to a Vietnamese entity (a loan of more than US$10 million). Responsible for reviewing the facility agreement; assisting in negotiations with the borrower on the required Pre-Conditions; checking the completion of Pre-Conditions; and issuing legal opinions (2003-2004). |
| Bank Governance |
World Bank |
Banking Governance - Drafting of a Manual Handbook on Boardroom Practices for Joint Stock Commercial Banks (“JSB”)
Advising the SBV on the application of international bank governance practices to Vietnamese commercial banks. Responsible for drafting a Manual Handbook on Modern Boardroom Practices for Joint-stock Commercial Banks in Vietnam and providing relevant training (2002). |
| Bank Governance |
Asian Development Bank |
Corporatisation and Corporate Governance for equitized State-Owned Enterprises (“SoEs”)
Advising the SBV, Steering Committee for Economic Reform and the State Securities Commission on a project for the improvement of corporate governance practices for equitized SoEs and JSBs. Responsible for developing a Code of Best Practice in Corporate Governance for Vietnam and a model Charter for joint-stock companies and JSBs; and providing extensive advising and training to senior management, CEO and members of board of directors of banks on the model Charter and best practices in corporate governance and, role and duties of members of board of directors (2001 - 2002). |
| Bank Restructuring |
World Bank |
Restructuring of Commercial Banks
Advising the SBV on the restructuring of the banking sector, Vietnam. Responsible for providing advising the SBV on the reorganization of State-owned Commercial Banks and JSBs and for the creation of an assets management company (2000). |
| SECURITIES INVESTMENT FUNDS AND RELEVANT ISSUES |
| International Investors -Development of Securities Investment Fund and Fund Management Company |
A Group of International Investors |
Development of Securities Investment Fund and Fund Management Company
Advising the client on a project for establishment and operation of a securities investment fund and a fund management company in Vietnam. Responsible for advising on possible structures for developing the project in Vietnam notably establishing a securities investment fund and a fund management company, and advising on mechanism for relevant offshore transactions, best tax scheme, and assisting the client on their negotiations with Vietnamese partners (2006-2007). |
| European Delegation to Vietnam -Regulatory Reform for Securities Investment Fund |
European Delegation to Vietnam |
Regulatory Reform for Securities Investment Funds
Advising the State Securities Commission on the regulatory reform of securities investment funds including foreign ones in Vietnam. Responsible for reviewing the existing legislation relating to securities investment fund and recommending necessary amendments to the legislation with a view to facilitating the incoming of foreign securities investment funds; drafting a draft decree to replace the existing regulations on securities investment funds; and preparing a project report and provides necessary training to officers of the Securities Investment Funds (2000). |
| PetroVietnam -Issuance of International Bonds |
PetroVietnam |
Offering of International Bonds
Acting as legal counsel to the Oil and Gas General Corporation of Vietnam (“PetroVietnam”) on the project for offering international bonds at New York Market. Responsible for advising on the legal procedures for a State corporation to issue international bonds; and preparing a due diligence report on the operational status of PetroVietnam including assessment of the oil reserve which is used as collateral for bonds (2002-2003). |
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Technical Assistance (Vietnam) |
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Technical Assistance
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| Project |
Client |
Description of project and involvement by MLG/DFDL Mekong and lawyers working with DFDL Mekong |
| Bank of Vietnam - State Securities Commission - SCERD - Corporatisation and Corporate Governance |
Asian Development Bank |
The project concerns the improvement of corporate governance practices for equitized State Owned Enterprises and joint stock banks. Under the project a Code of Best Practice in Corporate Governance for Vietnam was developed and a model Charter for joint-stock companies and joint stock banks. Extensive advising and training was provided to senior management, CEO and members of board of directors of banks on the model Charter, best practices in corporate governance and, role and duties of members of board of directors. |
| World Bank Project |
State Bank of Vietnam – Bank Corporate Governance (2001 -2002). |
Advised the State Bank of Vietnam in the drafting of a manual handbook for members of the Board of Directors of joint stock banks. Furthermore, providing a detail report on the assessment of the banking legal framework in relation to corporate governance. In collaboration with the Banking and Non-Banking Department of the State Bank of Vietnam, extensive training was provided to members of board of directors and senior management of joint stock banks as well as for State Bank of Vietnam officials |
| World Bank Project |
State Bank of Vietnam – Banking Reform (1999-2000). |
As project coordinator, advised the State Bank of Vietnam on various issues in relation to legal aspects of the Banking Reform for the duration of the six months project. More precisely, advised in details on legal aspects concerning Charter of State Owned Banks and Joint Stock Banks, notably on necessary amendments of and compliance with Vietnamese regulations. |
| Danida/SIRED Project |
Ministry of Fisheries – Reform of State-owned enterprises (2002-2003). |
As main consultant and team leader, provide in Hanoi, Ho Chi Minh City and Danang some training to Senior Management, members of Board of Directors and members of Supervisory Board on best practices in Corporate Governance for recently equitized State-owned enterprises in the sea-food industry. |
| European Union Project |
Ministry of Planning and Investment of Vietnam – Reform of Mortgage Regulations (1999-2000). |
Advised the Ministry of Planning and Investment on mortgage and pledge regulation for two months. The project included a seminar to present the final recommendations (70 participants). |
| European Union Project |
Securities Commission of Vietnam – Investment Funds Regulations (2001). |
In close cooperation with experts of the State Securities Commission, revision in detail of implementing regulations. |
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Land Development, Property, Hotel (Vietnam) |
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Land Development, Property, Hotels
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Coming soon...
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Project Finance and Secured Lending (Thailand) |
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Project Finance & Secured Lending
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Coming soon...
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