Tran Ngoc Han

Partner
HCMC Office

Language
  • Vietnamese
  • English
Contact
Social Link

Han is the legal advisor of AmCham Vietnam’s Food and Beverage Committee and has written extensively on food safety.

She is also a member of AmCham Vietnam’s Direct Selling Committee.  As its Code Administrator, she supports the Direct Selling industry with particular emphasis on its legal issues.

In both capacities, she interacts with the government on regulatory issues and on proposed legislation that will affect these industries.

She joined Russin & Vecchi in 2006 from the University of Law. She has experience in corporate, enterprise and investment law.

She has particular experience in food safety and in the healthcare industry. She has handled complex corporate tasks including M&A, distribution and retail licensing. She leads one of the firm’s Due Diligence investigation teams.

Selected Publications

  • “Food Law in Vietnam” 2023
  • “Vietnam’s M&A prospects in 2021 in the context of the epidemic” in 2021
  • A legal template to build on for development of Small and Medium Enterprises – 2021

Practice Areas

  • Foreign Direct Investment & Corporate
  • Mergers & Acquisitions
  • Healthcare and commercial
  • Food and beverage

Education

  • Ho Chi Minh City University of Law (LLB in Commercial Law, 2006)
  • Ho Chi Minh City University of Social Sciences and Humanities (2007)
  • Panthéon-Sorbonne University, Paris 1, Master of Law (2022)

Bar Admission

  • Ho Chi Minh City

Significant Cases

  • Advised members of an unnamed American chipmaker in various corporate and project matters;
  • Acted for Hoan My Medical Corporation in their various strategic investments, including as a team leader to conduct various due diligence reviews of target hospitals and clinics, preparing and negotiating transaction documents, coordinating closing work, monitoring performance of conditions precedent and rectification of due diligence issues, and acted as Corporate Secretary;
  • Acted as legal advisor to AmCham Vietnam in connection with various proposed legislation projects:
    • Prepared position papers submitted to the Ministry of Finance to request amendment of the Law on Corporate Income Tax (to remove promotion cap on deductible expenses).
    • Deal with the Vietnam Competition Authority (Ministry of Industry and Trade) in relation to proposed legal regulations dealing with Direct Selling activities;
  • Negotiate with employee of an American company in relation to employer’s unilateral termination of employment;
  • Assist in transfer of employees from Representative Office to a company within the same group;
  • Assisted Bangkok University and Loyola University Chicago to establish their presence in Vietnam;
  • Acted as legal advisor for Singapore Tourism Board in relation to tourism cooperation projects between Singapore and Vietnam
  • Acted for a leading Japanese medical investor in a series of acquisitions of controlling interests in a group of operating private hospitals and clinics;
  • Acted as Vietnam counsel for a Singaporean investor in acquisition of clinics and laboratory chains. In this transaction, she assisted the client in legal due diligence of the targets, negotiation with targets, preparation of necessary transaction documents. She assisted in setting up a new subsidiary for investment purposes. She has also provided general advice on practical issues of Vietnam’s market in relation to healthcare sectors;
  • On the team that represented Berli Jucker in its purchase of Metro Cash & Carry;
  • Acted on a large bond issuance for Hoan My Medical Corporation, the first ever bond issuance in the health sector;
  • Acted as the legal advisor for one of the largest food distributors from Thailand and has helped it to implement import, retail and wholesale activities in Vietnam;
  • Principal outside lawyer for Coca-Cola. She acted as legal counsel to Coca-Cola Vietnam in the establishment of its new factory in Long An (with the total investment of approximately US$136 million). She assisted Coca-Cola Vietnam to negotiate with Long An’s management authorities in relation to potential tax incentives, licensing processes, land-related work and various construction-related matters. During the construction stage of Long An factory, she assisted Coca-Cola Vietnam to review construction materials, work with its construction vendors to finalize the best approaches for the new factory;
  • Acted as legal advisor to Japan Tobacco’s Representative Office to provide general legal advice and update newly issued documents relating to the tobacco industry;
  • Advised on the establishment of various subsidiaries in the coffee industry and in agricultural processing, industrial chemicals, and other services;
  • Legal Advisor for Amcham’s Food & Beverage Committee. Hands-on active role preparing position papers directed to the Ministry of Health and has made several verbal presentations to the Vice-Minister, representatives of the Ministry of Health, the Ministry of Rural & Agricultural Development, the Ministry of Technology, etc. on behalf of the Committee. She played one of the main roles in the advocacy processes for the amendment of regulations on the Law on Food Safety contributing to the reduction of 95% of administrative procedures that applied in the food industry;

Author’s Insights

book-library-with-open-textbook
F&B

Food Law in Vietnam

 August 1st, 2024

Understanding Vietnamese laws and regulations concerning food can be a challenge. The confusion results from the lack of a unified food law.

Learn more

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