Frasers Law Company

Corporate And M&A

Frasers’ Corporate and M&A team advises leading international and local corporations in relation to their business and investments in Vietnam. We provide cutting edge, legal and commercial advice and insights across a broad range of industries including education, financial services, FMCG, hospitality and tourism, insurance, manufacturing, pharmaceuticals and healthcare, retail, and telecommunications. We are highly regarded as having one of the premier mergers and acquisitions practices in Vietnam. We also frequently advise on all types of commercial agreements and review them from both Vietnamese law and foreign law perspectives to an international standard, in order to best protect the interests of our clients.

A sampling of our highlight matters in this area includes:

• Acted as Vietnam counsel to one of Australia's largest listed building materials companies in relation to a successful merger control notification in Vietnam, arising from its entry into a master Asia Pacific joint venture with a major European building materials company.
• Provided comprehensive Vietnam competition law advice and assistance to Japan's largest steel manufacturer in connection with its proposed acquisition of a strategic minority stake in Vietnam's largest-ever steel manufacturing and related industry investment projects.
• Provided one of the world's largest, UK-listed FMCG companies with comprehensive Vietnam competition law advice and assistance in connection with its participation as a strategic investor and auction bidder in the equitisation of one of Vietnam's leading and most prestigious FMCG product manufacturing and distribution State-owned enterprises.
• Acting for the largest privately held spirits company in the world in relation to its acquisition from an existing foreign shareholder of a 45% shareholding in an unlisted Vietnam-domiciled public company operating in producing and distributing alcoholic beverages.
• Acting for a leading export import commercial bank of Vietnam in relation to the restructuring plans and implementation in order to avoid anti-trust issues as flagged by the State Bank of Vietnam.
• Acting as Vietnam counsel in relation to the acquisition transaction and the merger transaction between two global leaders in insurance broking and risk management, specifically on all of the Vietnam law and procedure aspects of this major and very high-value international transaction.
• Acting as Vietnam counsel for an ASEAN regional acquisition transaction, in relation to a group of target companies that operate a digital healthcare and related services platform.
• Acting as Vietnam counsel to advise and assist a major logistic and temperature-controlled storage network company in all aspects of its divestment of the entirety of its shareholding stake(s) in its Australian subsidiary.
• Acting for a leading Chinese multinational technology company relating to its acquisition of Series D Preferred Shares in two of the leading services providers in mobile payments, channel promotion for mobile games, and operation of vending machines in Southeast Asia.

Dispute Resolution

Finding a workable solution to a complex dispute can be challenging – litigation can be a complicated and lengthy process and Vietnam’s arbitration regime continues to be an evolving legal area. Frasers’ Dispute Resolution & Arbitration team thrives on this challenge, and when resolving a dispute, we combine our commercial and legal experience to determine the best options for each client. Through the combined collaborative approach and innovative thinking of our integrated team, we can address problems from a variety of angles, ensuring we achieve the best solution. We think commercially, understand the importance of maintaining business continuity, and will work toward that end every step of the way.

A sampling of our highlight matters in this area includes:

• Advising a major Chinese hydropower project contractor in relation to a dispute with respect to an Engineering, Procurement and Construction (EPC) contract for a Waste-to-Energy project in Can Tho province, between the client and a Vietnamese energy company.
• Advising a consortium of Japanese construction companies in an arbitration against a state authority of Vietnam relating to the extension of time and prolongation delays in an ongoing railway construction project in Vietnam.
• Acting for a leading semiconductor producer in relation to the ongoing construction of the client’s plant in Vietnam valued at US$ 1.6 billion, against the suspected out-of-specification piling undertaken by the sub-contractor.
• Advising our client, a Japanese energy company, in relation to a dispute against their business partners for the violation of an investment agreement that includes the unauthorised transfer of funds, forged documents, and share purchase agreements.
• Acting for a major Japanese trading company against a Vietnamese company in relation to its high value and highly contentious dispute against a fellow shareholder in a large-scale plastics manufacturing operation in Vietnam (SIAC arbitration) and its parallel intra-Vietnam proceedings.
• Acting for an Indian multinational consumer goods company in relation to the potential dispute over 20,000 sqm of land in Tan Dong Hiep B industrial zone, Di An City, Binh Duong province (estimated minimum value 4 million USD).
• Advising in relation to potential disputes of a private equity client from the Cayman Islands in relation to the recovery of its high-value investments in Vietnam. This involved intensive document review and understanding the contract issues and the nuances of enforcing the rights in that contract in various jurisdictions. The advice also required a deep understanding of bankruptcy laws, and insolvency laws against entities in Vietnam, Singapore, and BVI and individuals who are citizens of the United States and Vietnam.
• Advising a leading construction company in relation to a dispute arising from a distribution and construction contract for a hotel and resort casino project.
• Representing a US technology company in the education sector in an SIAC arbitration for non-payment by its Vietnamese partner of minimum guaranteed marketing payments despite repeated demand for payment.

Employment

Our employment team specialises in a wide range of employment matters across all industry sectors. We provide regular advice and updates on changes that affect the day-to-day operations of companies in Vietnam and work closely with overseas clients looking to invest in Vietnam by keeping them well-informed of the latest guidelines and changes to the employment regulatory framework in Vietnam.

A sampling of our highlight matters in this area includes:

• Providing detailed analysis and responses with respect to Vietnamese laws for the planning and implementation of an offshore ESOP plan, for a company headquartered in the UK to grant awards in respect of shares (which are traded in the London Stock Exchange) to employees-based Vietnam.
• Advising a client with hundreds of global team members on various comprehensive employment matters, including the retrenchment strategy and retrenchment advice in relation to senior executives and other key personnel of the subsidiaries and representative office of the client in Vietnam.
• Acting for a global manufacturer of solenoids and solenoid-controlled valves with respect to its restructuring of employment as a result of its change of technology structure. Such retrenchment was disputed by more than 50 employees, and we have worked closely with each employee to reach mutual termination.
• Acting for the seller in relation to a multi-jurisdictional, global M&A asset sale and purchase transaction, in relation to which it was necessary for the employment of numerous employees of a Vietnam-domiciled subsidiary of the seller group to be terminated as a condition subsequent to completion.
• Routinely advising various clients across industry sectors on the regulations relating to the requirements on equity among employees by race/ethnicity, gender, age, or any other protected characteristic.
• Advising the Vietnam office of a global insurance company with detailed Vietnam law advice in relation to an employment structure in which a manager is arranged to work for two companies which are affiliates of the group, in accordance with the laws of Vietnam.
• Advising a major multinational advertising client on the disciplinary action and potential dismissal of a director in the agency in Vietnam, including reviewing terms and conditions of employment, internal labour rules and global employment policies.
• Advising a client in the banking industry on a highly sensitive matter to defend legal proceedings initiated by a former employee in relation to a labour dispute.
• Conducting comprehensive anti-corruption and anti-bribery training for the entire Vietnam management team of a global postal services company.
• Advising a global clothing manufacturer in relation to employment options as they expand their workforce in Vietnam.

Intellectual Property

Frasers’ Intellectual Property practice is led by one of the founders of the Intellectual Property system in contemporary Vietnam. We are able to draw on more than three decades of experience in this field, including specialist expertise in the formation and protection of intellectual property rights, as well as strong government networks. We are at the forefront of this core and growing specialist area of law, and our clients benefit from the close connections we have with the leaders in this sector.

A sampling of our highlight matters in this area includes:

• Reviewing the draft Framework Marketing Collaboration Agreement in the advertising sector. Especially, the review focused on the intellectual property protection requirements that an advertiser like the Client needs to be aware of when it receives intellectual property from its customers.
• Acting for our client in relation to its investment transaction that involves a US-based global distribution solutions business with operations and employees in Vietnam, requiring legal due diligence over the target company’s subsidiary in Vietnam, especially in its current status of software design and various trademark ownership/registration
• Acting as local counsel for an Indian multinational pharmaceutical company in relation to its cross-border extension of the licence granted to it by a foreign entity, the owner/developer of the Customer Relationship Management solutions (CRM), under which our client and its subsidiaries and affiliates are granted with the licence to use such CRM platform.
• Acting for a Vietnamese bank on the complex restructuring of its equity holding and IP asset holding structures that include (i) the transfer of numerous registered and pending trademarks and copyright from an offshore holding entity to the Vietnam operating entity; (ii) the contribution to the equity capital of the Vietnam operating entity of the unregistered IP rights and software owned by an offshore entity; and (iii) the entry by the group’s senior managers and executives into IP assignment agreements and NDAs with the Vietnam operating entity.
• Acting for a Japanese machinery and tools manufacturer and distributor in relation to infringements of its trademark rights and registered domain name rights being perpetrated by a business in Vietnam (which is trading under names, logos, and domain names being either identical or deceptively similar to our client’s registered trademarks and domain names and selling imitation products being passed off as our client’s products).
• Acting for a fast-food chain in Vietnam to provide it with detailed Vietnam law advice and assistance in relation to various key aspects of its franchising structure in Vietnam, including reviewing and overhauling its key franchising agreements and advising and assisting our client in connection with its franchise registrations and approvals in Vietnam.
• Acting for an Italian insurance corporation in its bidding process for an exclusive long-term bancassurance partnership with one of the top ten commercial banks in Vietnam with strong retail growth. We provided detailed Vietnam law advice and strategical advice and assistance in relation to a range of complex and sophisticated bancassurance partnerships, including, without limitation various structures, layers, and protection mechanisms relating to the Intellectual Property of the bank and the insurer during the long-term partnership and how to deal with integration issues between those entities.
• Advising our client regarding its proposed template (USA-friendly) for inventions assignment agreement to be entered with local Vietnamese employees. The matter involves various legal aspects, from IP law in relation to inventions and IP works created by the employees to labour law with respect to the relationship between the employees and respective employers and group companies.
• Acting for an Australian software company in relation to the preparation of its internal IP management and protection policies and procedures and guiding the company through the process of ensuring that these policies have the full force of law in Vietnam and are enforceable against the company’s employees.
• Acting for a leading Japanese convenience store business in relation to the negotiation of a crucial Trademark Licence Agreement, to be deployed in connection with its extensive convenience store operations in Vietnam.

Real Estate And Construction

Frasers’ expertise in the real estate sector attracts major international property development companies, investment funds, foreign-invested enterprises, and foreign companies, as well as state-owned enterprises. Our team has in-depth knowledge of the complexities of the local market, as well as an incisive understanding of our clients’ businesses as they are today and as they envisage them in the future. Our expertise is emphasised by the wide range of ‘landmark’ matters which we have acted on for key international and local players investing in Vietnam’s real estate sector. 

We provide innovative and practical legal advice to a broad range of real estate industry participants, in all types of real estate transactions including mergers and acquisitions; hotel and resort developments; investments; financing; construction; development; dispute resolution. Our clients are involved in the major property developments taking place in Vietnam and include developers, major international corporations, investment funds, foreign-invested enterprises, lenders and foreign companies, and state-owned enterprises.

A sampling of our highlight matters in this area includes:

• Acting for our client in relation to the establishment of a real estate company in Vietnam, including the advice on (i) nominee structure, (ii) structure to contribute land use right as the capital contribution, (iii) conversion loan structure, (iv) approaches to enforce the conversion loan, e.g., pre-sign documents, inheritance, etc.
• Acting for a Japanese trading house in relation to its proposed entry into a large-scale joint venture with a Vietnamese partner, in the logistics and warehousing sector.
• Acting as Vietnam counsel to a manufacturer from Singapore in relation to its establishment of a manufacturing factory in Vietnam. We provide comprehensive Vietnam law advice and assistance in relation to all aspects necessary for the establishment of a factory in Vietnam, including the required application preparation, the client's acquisition of a land piece for their factory, etc.
• Acting for high-profile Japanese co-investors to provide them with comprehensive Vietnam law advice and assistance in relation to all key aspects of their development and construction of a sophisticated and cutting-edge warehouse facility in Ho Chi Minh City, Vietnam.
• Acting as Vietnam counsel to a leading property development company in relation to all of the key Vietnam law aspects of its development of a USD4 billion, 985.5-hectare casino, hotel, and leisure development, located in Quang Nam province, Vietnam.
• Advising our client who operates in office and housing rental activities, construction, and installation work in relation to the development of 150 to 200-key suites potentially managed by a British multinational hospitality company.
• Advising one of the largest hospitality companies in the world on a management agreement between the client and a major Hanoi-based State-owned enterprise operating in the tourism sector.
• Review of hotel management and licence agreements for our client who is the developer of Vietnam's pre-eminent luxurious integrated resort located in Hoi An, Quang Nam.
• Advising an international commercial bank on a highly sophisticated matter to review the sale and purchase agreements of five different property developers and considering the ability to take security over the rights under the sale and purchase arrangements.
• Advising our client who is the developer of a group of integrated resorts and residential developments located on more than 160 hectares of land along 2.2 kilometers of pristine beach in Ho Tram, Ba Ria–Vung Tau, Vietnam in relation to their loan facility agreement and mortgage agreement.