Lexcomm Vietnam LLC

Lexcomm has a first-class reputation for complex corporate matters as well as landmark M&A work where it has an incredibly deep bench of experienced partners.

The firm covers just about every corner of the Vietnam market, being regularly engaged in large and complex multi-jurisdictional transactions to advise international corporates seeking to acquire Vietnam targets.

The practice’s strength across a range of sectors include acting for an array of clients including sellers, domain-expert buyers as well as financial investors and fund managers. The team has a well-recognized knowledge and experience in law, business models and structures and financial considerations.

With Vietnamese, international and common law backgrounds, the team is able to translate clients’ legal perspectives to ensure their business expectations.

The combination of experience in in-house and private practice enables our team to have insights of clients’ matters to deliver added-value strategic advice fulfilling their requirements.

Our corporate and M&A practice covers:

• corporate formation and reorganization
• IPOs
• joint ventures
• merger
• private equity and financial investment
• private and public M&A
• real estate

Joint practice heads Nguyen Viet Ha and Luong Van Trung lead a very capable team at both partner and associate level, which provides strategic legal advice to Vietnamese and international clients.

Recent transactions

Our lawyers’ recent transactions include:

• advising international clients on the Vietnam law aspects of a complex international acquisition of 15 run-of-the-river small-scale hydropower plants in Vietnam
• advising the majority shareholders on US$33.8 million disposal of 62.5% shares in VNPT Epay to South Korea’s private equity fund UTC Investment Co., Ltd.
• advising international clients on a diverse range of legal issues for cross-border acquisitions of Vietnamese listed companies in highly regulated industries
• advising a leading international oil company on the proposed acquisition of ConocoPhillips’ Vietnam upstream assets
• advising a leading international oil company in relation to its proposed acquisition of three companies holding several upstream oil and gas assets in Vietnam
• advising a leading private equity fund in relation to its proposed acquisition of shares in a leading Vietnamese FMCG public company
• advising a major fund manager on legal due diligence and share acquisition of various hydropower projects in Vietnam
• advising a Hong Kong based private equity fund on the acquisition of shares in a leading Vietnamese pharmaceutical company in the securities market via the HCMC Stock Exchange
• advising on the Vietnam aspects of a proposed European bank merger
• advising an international insurance group in relation to its bidding to acquire a strategic stake in the largest Vietnamese State-owned insurance entity Bao Viet Group being privatised
• advising Vinaconex – Viettel Finance Company in a merger with a SHB Bank, including advising on the divestment by Viettel in the company
• advising MB Bank in a merger with a Song Da Finance Company
• advising an unprecedented US$12.5 million share swap transaction of Duc Long Gia Lai Group (DLG) in which DLG issued new shares to Global Emerging Markets (GEM) via private placement but for exchanging shares held by GEM in an offshore company instead of money

Lexcomm is a top-tier practice for real estate and construction, which draws on the firm’s expertise across a range of disciplines to advise on the full life cycle of construction projects.

We blend leading and complementary construction, projects and finance practices which will enable us to build upon successes we have achieved with our clients.

We offer a broad range of contentious and non-contentious matters, including the procurement strategies and structures, tender processes, joint venture related issues, allocation of complex construction risks, project documentation and contract administration, professional appointments and liabilities, adjudication and dispute resolution.

Our strategic legal advice is frequently sought in connection with the structuring and delivery of large-scale high-profile construction and engineering projects in Vietnam. We assist our clients in drafting and negotiating design and construction, EPC and other innovative types of construction contracts. We are particularly experienced acting for both developers and contractors in negotiating the terms of FIDIC Forms of Contract  for a wide range of major projects.

Our wide transactional experience includes:

• construction and engineering
• real estate

Our impressive, partner-led offering draws on a wealth of experience in construction work in respect of private and public heavy infrastructure, public transport, industrial projects and commercial developments, and combines strong technical knowledge with a pragmatic approach to commercial negotiations with Vietnam project counterparties.

The construction group is is co-chaired by well-regarded Nguyen Viet Ha and Luong Van Trung, which was further strengthened by the recent appointment of Nguyen Hong Hai as partner in Hanoi.

Recent transactions

Our lawyers’ recent transactions include:

• advising in relation to the Vietnamese law aspects of a multi-billion US Dollar JICA-funded Ho Chi Minh City MRT Line 1 project (Ben Thanh - Suoi Tien section)
• advising international clients on FIDIC Conditions of Contract for the construction of a cable stayed bridge relating to Vietnam's North-South Expressway project
• advising on the construction aspects of the 1200MW Duyen Hai 2 BOT coal-fired power project in Tra Vinh province
• advising the developers on the construction of a US$50 million waste water treatment PPP project
• advising a joint venture bank to develop robust and best practice land acquisition and approval strategies
• advising Bitexco in relation to its proposed US$780 million Dau Giay-Phan Thiet Expressway Project
• advising on construction issues in relation to Ho Chi Minh City Urban Railway Construction Project
• advising various major infrastructure bidders on risk allocation, contractual issues and documentation in relation to their proposed public private partnerships projects (e.g. schools development, desalination plant projects) in Australia
• advising on various private infrastructure investment, construction and engineering projects

Our restructuring and insolvency practice has seen significant growth, offering exceptional Vietnam market knowledge built from a broad client base and extensive experience on big-ticket, cross-border deals.

We advise on a full range of contentious and non-contentious issues, including debt restructuring and rescheduling, debt to equity swaps and other forms of capital restructuring, insolvencies and enforcement issues.

Partners Luong Van Trung and Nguyen Hong Hai jointly lead the group that is able to assist clients with landmark mandates. which regularly leverages its extensive banking and finance, corporate and M&A, projects and infrastructure, energy and resources expertise.

Recent transactions

Our lawyers’ recent transactions include:

• advising leading commercial banks on a complex debt restructuring and distressed debt sales
• advising lenders on complex types of debt restructurings, including rights issue, debt-for-equity swap and convertible bond issuance
• advising an international lender on liquidation issues relating to a finance lease company
• advising a large AAA-rated international commercial bank on a proposed acquisition of a loan portfolio (and attached security) of one of Vietnam’s leading commercial joint stock banks
• advising on recapitalisation and restructuring of distressed companies
• advising on formal insovency procedures
• advising on reviewable transactions in corporate insolvency
• advising on directors' duties and potential liabilities

Lexcomm’s dispute resolution team is of the experienced litigators in court and arbitral proceedings and the arbitrators in prestigious arbitration centres, who are able to provide an economically practical dispute resolution alternatives and strategies.

Our team has comprehensive knowledge and experience in the dispute resolutions at various forums and jurisdictions. This strength help clients in choice of forum and strategy as well as effective management of the proceedings for the most fair and equitable outcomes.

The ability to think out of the circle and strong business sense also supports our litigation team to help clients reaching out-of-forum agreement via conciliation and mediation to save cost and time and preserve business relationships.

Our dispute resolutions practice covers:

• financial services
• bankruptcy
• domestic and international arbitration
• construction
• commercial litigation
• corporate and securities law
• employment
• energy disputes
• investment disputes
• insurance
• intellectual property
• post M&A disputes
• product liability
• tax dispute
• telecommunication disputes

One particular area of expertise is the energy and infrastructure sector, with Pham Ba Linh representing various international energy companies and developers in a number of significant transactions in Vietnam.

Recent transactions

Our lawyers’ recent transactions include:

• representing claimants in ICC arbitration proceedings seated in Singapore in respect of a complex tax indemnity dispute
• advising an international EPC contractor in a potential claim against project sponsors arising from the development and construction of a pulp mill in Vietnam
• representing claimants in a civil judgments enforcement against VietinBank, a major joint stock commercial bank in Vietnam
• advising on complex contracts and international joint venture disputes
• advising on construction and engineering claims under institutional arbitration rules
• advising on high-profile and complex energy and natural resource disputes involving complex legal and factual issues
• advising on investment protection and treaty arbitration
• advising clients on the scope of arbitration agreements and enforcement of foreign arbitral awards in Vietnam
• acting as arbitrator in 15 disputes at VIAC since May 2014 in relation to construction, engineering, sales of goods, services, logistics and leases
• acting as legal advisor and defending lawyer in a legal action in relation to payment guarantee obligation for a local leading real estate developer in Ho Chi Minh City with the value in dispute of US$14 million

Lexcomm’s employment and benefits team has in-depth knowledge and experience on employment practice to offer clients, from international corporations to local individual, meticulous and comprehensive services surrounding employment, occupation and training, benefits and all labor-related matters.

We have extensive experiences in providing legal advice in pragmatic fashion to help clients dealing with a wide range of employment related matters, from whistleblower investigation to labor dispute or unrest, separation or termination. Our team has virtuous skill and ability to consider the issues from all angles and perspectives, and is highly experienced in conducting “cutting edge” to help our clients dealing with labor dispute matters in both conciliation and mediation attempt or litigation at court in the most effective manner. 

Our employment practice covers:

• Internal governance policies;
• Training course to employers and key staff members;
• Oversea training;
• Restructuring;
• Secondment arrangement;
• Conciliation and mediation;
• Labor litigation.

Hanoi-based partner Nguyen Hong Hai heads the firm’s employment and benefit practice, with the assistance of senior associate Le Lien Huong to draw out their extensive experience and expertise to assist international clients on this important sector.

Lexcomm Vietnam LLC is a dynamic full-service Vietnamese law firm with a seasoned team of highly talented, technically skilled lawyers spread across Hanoi and HCMC to assist clients with complex and sophisticated domestic and international projects and transactions.

We have tremendous practical insights into the local markets, and our lawyers with a strategic perspective are known for being at the forefront of legal developments and best practice trends in Vietnam.

We continue to attract top-end instructions from our clients to assist them in navigating the changing Vietnamese regulatory waters, solving related complex legal issues encountered in Vietnam and finding the best market practices to optimise their investment objectives.

Able to draw in experienced partners from complementary practice areas, Lexcomm continues to be a popular choice as local counsel to work closely with international law firms to advise our clients on complex, multi-jurisdictional transactions.

We have a particularly strong footprint in energy and natural resources, major projects and infrastructure, telecoms, banking and finance, debt and equity capital markets, funds management, mergers and acquisitions. In addition, dispute resolution practice, particularly domestic and international arbitration, is a matter of strategic focus for us.

This demonstrates the continuing commitment of the firm to bringing the best capabilities to our clients, and strengthening strategically our Vietnam practice to grow international and domestic client base and sector focus, as international investors increasingly seek the inbound investment opportunities Vietnam offers.