ENT Law LLC

1.                 Investment advice

We assist clients with all their legal needs in implementation of investment activities, whether a new green-field project or acquisition of an existing one. In particular, we can assist with (i) structuring and advising on investment models and appropriate corporate structures; (ii) preparing investment strategy and required documentation, (e.g., joint venture contracts, business cooperation contracts, share transfer agreements, shareholders’ agreements, charters, corporate approvals and etc); and (iii) performing procedures and obtaining required licenses and generally dealing with relevant regulatory work. We have numerous experiences advising a wide range of deals, from straightforward FDI investments to complex transactions like computerized lotteries, oil and gas and real estate.

Our notable projects in this area are:

• Drafting, advising and negotiating the business cooperation contract between investors from India and Vietnam to invest in and operate a white marble quarry in Yen Bai province.
• Advising Cuu Long CIPM (authorised by the Ministry of Transportation of Vietnam) in the selection of investor for the component project 1B of the Tan Van – Nhon Trach Stage 1 project in the BOT form.
• Advising Nutifood on the investment in a dairy manufacturing plant in New Zealand.
• Advising Vinamilk on its offshore investments to set up and acquire companies in New Zealand, Cambodia, Laos, Myanmar and the United States.
• Advising oil & gas companies such as VIETGAZPROM and PVEP in co-investment projects and dispute resolution cases.
• Assisting KYOCERA Corporation in setting up their chain of factory in Hung Yen, Vietnam with total investment value of about half of billion USD.
• Assisting Fujiken Real Estate in certain real estate investment transactions throughout the country.
• Assisting 1C Corporation, an IT giant of Russia, in setting their footprints in Vietnam and making certain investment in IT projects.
• Advising Nissan Automotive Technology Vietnam on extension of its investment term and obtaining amended Investment Registration Certificate to record the extension.
• Advising Toyota Tsusho VN on an investment project of opening a showroom for retailing of Lexus cars in Hanoi.
• Advising Porsche Vietnam in an investment for acquisition of a real estate in Hanoi to convert it into a showroom.

2.                 Company operation and management

We assist clients with legal issues that arise in their day- to-day operations, ranging from employment issues, internal management and policies, corporate governance, risk management to internal control, among others. Our service provides valuable insights for clients, especially foreign ones who would otherwise be unfamiliar with the legal framework of Vietnam. In this regard, we offer flexibly-customized retainer packages that allow clients to reach out to us for any questions of law they may have during the course of their business.

Our notable clients in this area are:

3.                 M&A and other commercial and transactional services

We advise on a variety of matters that client requests, such as drafting and negotiation of commercial contracts, issuing legal opinions on specific issues that clients are concerned, assisting with commercial dispute resolution before the courts and arbitration (both domestically and internationally). In addition, one of our strong areas of expertise is Merger and Acquisition (M&A). We join with clients from the very first beginning when the deal is structured until the completion of a comprehensive due-diligence over target companies, negotiation of transaction documents, and closing of the transaction upon satisfaction of numerous conditions precedent that the parties have set forth in the M&A contracts.

Our notable work in this area includes:

• Advising Vinamilk in the acquisition of 23% of outstanding shares of Miraka Limited in New Zealand, and the majority shares of Ankormilk in Cambodia and 100% of outstanding shares of Driftwood in the USA.
• Advising East Global in negotiating the acquisition of two wind power projects in Quang Tri province with total capacity of 98MW and transaction value of approximately USD40 million.
• Conducting legal due diligence on the solar projects of Thanh Luong and GranSolar in Binh Phuoc province, each project having an investment capital of USD40 million.
• Advising Central Nippon Expressway and Japan Expressway International in the legal due- diligence process over FCC Infrastructure Investment JSC and an acquisition of shares of FECON Corporation in FCC Infrastructure Investment JSC to jointly own BOT project of Phu Ly bypass road.
• Conducting legal due diligence and acting as local counsel in the global restructuring of TSI Flow Product and Cantex International, including the acquisition of its subsidiary in Vietnam.
• Representing Air Niugini in working with the insured and negotiations with family members of Vietnamese passengers in the flight incident while travelling from Papua New Guinea to Vietnam.
• Advising Vietlott in the whole process of drafting and performance of business cooperation contract with its partner Berjaya Corporation Berhads to carry out the first and only computerized lottery project in Vietnam.
• Advising the Ministry of Planning and Investment in reviewing and providing legal opinion on the request for proposal dossier, including the template BOT contract, for selection of investor to implement the project for application of e-commerce in government procurement.
• Acting as local counsel for a consortium of Japanese and Korean contractors in an EPC contract dispute resolution at the Singapore International Arbitration Centre (SIAC) against a state-owned oil & gas corporation of Vietnam.
• Acting as local counsel for Vietnam Maritime Communication and Electronics LLC (Vishipel) in solving the dispute which arises from a business