Technical Assistance (Vietnam)

TECHNICAL ASSISTANCE (VIETNAM)

Project

Client

Description of project and involvement by MLG/DFDL and lawyers working with DFDL

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.

GENERAL FOREIGN DIRECT INVESTMENT (VIETNAM)

Project

Client

Description of project and involvement by MLG/DFDL and lawyers working with DFDL

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 USD 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 USD 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 USD 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).

ENERGY & INFRASTRUCTURE (VIETNAM)

Project

Client

Description of project and involvement by MLG/DFDL and lawyers working with DFDL

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).

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 USD 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).

PROJECT FINANCE AND SECURED LENDING (VIETNAM)

Project

Client

Description of project and involvement by MLG/DFDL and lawyers working with DFDL 

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 USD 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).