Notable Corporate & FDI Matters
Unnamed American chipmaker:
Involved from the outset in the intensive licensing process of client’s largest assembly and testing factory; we have continued to advise it and its Vietnamese subsidiaries on numerous ongoing issues.
Coca-Cola:
Worked with the client to argue successfully against the imposition of a special excise tax on carbonated soft drinks.
Assisted the client on numerous corporate matters, and particularly on corporate restructuring, including its new factory in Long An and on construction matters.
Amway:
Assisted to obtain a manufacturing license; helped Amway share its knowledge of the multi-level selling business with the government to help create the first regulatory framework.
Lego:
Assisting the company in various labor and human resource matters.
SATS:
Assisted the client in substantial corporate restructuring of its joint venture with Vietnam Airlines in order to provide cargo services.
Google:
Advised on establishing internet-based business, regulatory requirements, and general compliance matters.
Microsoft / Nokia:
Assisted in licensing and the ongoing operations of the Nokia Representative Office.
Brink’s:
Formed Vietnamese entities and have assisted with numerous corporate, commercial issues.
Jotun:
Restructured existing Norwegian coatings manufacturing facilities and set up new facilities in Vietnam, including liquidation and consolidation of entities, and ongoing legal assistance in a wide range of operational matters, from product labeling to advertising, from novation of distributor agreements to intellectual property protection, and from licensing and land acquisition to engagement of construction contractors.
IKEA:
Advised on Vietnam legal investment, corporate, and business matters in relation to opening and operating retail stores to sell household and office furniture and branded appliances; conducted and provided legal complexity analysis on Vietnam’s distribution market.
Amphenol Technology:
Assisted the investor to establish manufacturing companies (one in Long An Province—in the South and another in Bac Ninh Province—in the North) to manufacture and assemble cable and electrical equipment. Advised and assisted the company in various matters (tax, C/O, import/export clearance, etc.) involving a post-clearance inspection conducted by local customers; continuing to assist the client in all related matters.
Marshall Amplification:
Assisted the investor to establish a manufacturing company in Dong Nai Province to manufacture guitar amplifier equipment and spare parts for guitar amplifiers; advised and assisted the company to complete the acquisition of assets of a foreign invested manufacturer.
Monster Energy:
Assisted to establish a subsidiary in Vietnam to conduct trading business (import and wholesale of Monster-branded products) and advise on ongoing corporate and business matters.
Dole Fruit:
Assisted to establish a subsidiary in Vietnam to import and distribute Dole-branded products.
Associated British Foods:
Assisted to establish a subsidiary in Vietnam, obtain wholesale and retail distribution rights in respect of feed ingredients, premix ingredients, and finished products used in the feedstuffs industry; advise on ongoing corporate and business matters over many years.
TNT Express:
Assisted to restructure its joint venture with a State-owned partner, including acquiring the State-owned partner’s interest in the joint venture.
Phu My Hung:
Assisted Phu My Hung in various corporate restructurings, formation of joint ventures and subsidiaries, acquisitions for ongoing corporate activities including the operation of commercial complexes, residential projects, and other facilities developed by Phu My Hung in Saigon South.
UOA Investments Pte Ltd:
Assisted the Malaysian-headquartered office developer to obtain licenses and set up subsidiaries in Vietnam for office development, prepared and negotiated long-term land lease.
KPMG:
Assisted with internal restructuring.
PTT Public Company Limited:
Restructured joint venture with Petro Vietnam Gas South.
Tata Motors:
Advised on the legal environment for investment, import, distribution, and agency as they related to Vietnam’s automobile industry.
Pacorini:
Assisted the coffee processor/trader to establish the first foreign-operated bonded warehouse for coffee and creating a form of warrants accepted internationally.
Undisclosed Thai client:
Advised on the impact of Competition Law on Thai public offering involving its Vietnamese subsidiary.
Notable Franchising Matters
We have assisted both franchisees and franchisors in discussions with counter parties. We have assisted franchisees to register and to transfer their franchises. Among some specific matters we have worked on are:
We acted for Domino’s, one of the very first foreign franchisors, to obtain a license. At that time licensing was new and difficult and had many conditions, and early law was not yet totally clear.
We have acted for a Vietnamese company franchisee with two separate franchises. It has transferred these two franchises to a new franchisee.
Some other franchises that we have worked on are: Sarku Japan (restaurant); Round Table (restaurant); Gymboree (creative activities for children); SIFE (student support services); Collective Brands (shoe retail); K&H International Foods Co Ltd (review and comment on sub-franchise agreement), Am Thuc Tam Thuc (review and comment on master franchise agreement).
[Sarku Japan Undisclosed Healthcare Chain] Acted for an undisclosed healthcare chain to act as a franchisor of healthcare services, including advising on the franchise structure and related matters, preparing documents such as franchise agreement, license of intellectual property and royalty agreement, and management services agreement. Assisted client in its financing rounds.
Intellectual property: We act for some franchisors only as it relates to their intellectual property,… mainly trademarks. We have acted to protect the franchisors brands for use by the franchisee. The client is generally the franchisor, but the franchisors and the franchisees’ interests are aligned. Franchises that have sought brand name protection are: Amway, Burger King, Pet Smart, Eurosport, and others.
We are broadly involved in franchising. See our book “Legal Framework for Franchising in Vietnam“. We have addressed the difference between retailing as a distributor and franchising in an article, entitled “Distribution vs Franchise in Vietnam – The Difference Matters”.
