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 cooperation contract with the American firm Universal Telecom Services, Inc. (UTS) at the Singapore International Arbitration Centre (SIAC).
• Advising Nippon Koei in reviewing and providing legal opinion in relation to the dispute settlement with Ho Chi Minh authority for payment of the construction fees of Metro Line 1 (Ben Thanh – Suoi Tien) in HCM city.