Major Deals

Phuoc & Partners are proud to have been at the centre of several landmark transactions and cases in Vietnam in many years.

Because of the reason of confidentiality as committed to our clients before our professional services are provided to them, we are unable to disclose detailed information of their deals to any third party without their prior consent. Therefore, only a highlighted brief of the deals are listed below.

2003

2004

2005

2006

• Lawyer of Scancom, a leading furniture manufacturing company, in the service of international tax planning for foreign employees working in the group.

• Lawyer of NV Multi Corporation Berhad, an investment joint stock company providing cemetery investment and construction services, in the service of establishing Berhad’s first joint venture in Vietnam, implementing an investment project by building a cemetery in an area of ​​100 hectares in Ha Tay province.

2007

• Lawyer of Vinacapital, a leading venture capital fund of the British Virgin Islands, in a joint venture contract to develop an urban area project in Dong Nai province with an initial capital of USD400 million.

• Lawyer of Schlumberger Vietnam, the world-leading oil and gas company, in a labour dispute with its employee, which settlement has reached the highest value ever at that time, nearly USD1 million.
• Lawyer of the Southern Land, which is a Vietnamese real estate development company, in a joint venture transaction, to develop an apartment complex in Saigon South with a total value of over USD50 million.
• Lawyer of Doosan Vina, a leading heavy industry incorporation in Korea, in successfully settling a large-scale strike in Dung Quat in 2008.

• Lawyer of KMDK, a company based in Korea, was selected to be the contractor for the Clean Environment Development Mechanism (CDM) Project: collecting and recycling waste into electricity at two landfills far from the centre of Ho Chi Minh City, in the service of establishing a commercial presence of KMDK in Vietnam, working with the People’s Committee of Ho Chi Minh City, the Environmental Protection Fund, the Vietnam Electricity Corporation (EVN) in the process of the establishment and support the operation of the CDM Project.

2008

• Lawyer of Lotte, a Korean leading supermarket brand of Lotte group, in the commercial contracts with Vietnamese landlords to develop Lotte supermarket chain in Vietnam.

• Lawyer of Shinsung Vina, a Korean leading textile company, in an M & A transaction with a transaction valued at USD12 million in Binh Duong province.
• Lawyer of Byucksan Engineering & Construction Co. Ltd., a leading provider of architectural, mechanical and electrical services, in establishing a joint venture for general management and real estate business in Vietnam.
• Lawyers of Vidifi (Vietnam Infrastructure Development And Finance Investment Joint Stock Company) – participate in negotiations and provide legal opinions on construction contracts between Vidifi and a foreign construction contractor in the operation of the Hanoi – Hai Phong Expressway.

• Lawyer of Dong Thang Long New Urban Area, in District 9, a joint venture project between HUD Group and Vinacapital Real Estate Development Company with the total investment capital in phase one up to USD400 million, in services for capital allocation, project performance planning, financial planning and joint venture structuring.

2009

• Lawyer of the EAST, a luxury villa project in District 9, Ho Chi Minh City, in consulting services on legal business structure and consulting investment cooperation contracts.
• Lawyer of New World Fashion Group, a leading textile and fashion group in the UK, in the services of setting up a global restructuring plan.
• Lawyer of Oasis Project In the City of the Rising Sun, District 7, which values at more than USD32 million, in the field of tax and real estate consulting services.
• Lawyer of Chevron, a world-leading oil and gas company, in planning the human resources structure in Vietnam.
• Lawyer of New Urban Area Project in Binh Khanh – Thu Thiem, District 2, between Century 21 Corporation and Ho Chi Minh City People’s Committee, in consulting and drafting contracts.
• Lawyer of Diageo, the world’s leading premium beverage company with a wide range of internationally well-known brands of drinks, wine and beer, in the services of planning to restructure company human resources in Vietnam.

2010

• Lawyer of Khang Dien Real Estate, in signing FIDIC contract with Cofico in Spring Life project in District 2, Ho Chi Minh City, with the amount of up to VND248 billion (USD12.8 million).

• Lawyer of Proforma and Hoa Phat Group, in a real estate M & A project in Hanoi and District 9, Ho Chi Minh City.
• Lawyer of Vinametric (Duxton Hotel), a 4-star hotel in Ho Chi Minh City, in an administrative lawsuit against the Ho Chi Minh City Tax Department related to its tax decision on tax calculation applied to the business of prize-winning electronic games.
• Lawyer of P + Z Development Pte., Ltd, a contractor for Long Thanh Golf Club, in drafting contracts on the construction and operation of a golf club in Laos

• Lawyer of Tan Thang Sacomreal Company (SCR and Gamuda Land), on issues: capital structure, legal feasibility study, share buybacks, transaction documents drafting, the post-licensing… in real estate merger and acquisition transactions to develop a new urban area in Tan Phu district, Ho Chi Minh City, with a total investment capital of up to USD165 million.

2011

• Lawyer of Bourbon Tay Ninh, in providing legal advice and preparing documents for the M & A project of 68% shares from foreign shareholders.

• Lawyer of Golden Gain International in restructuring and share buybacks.
• Lawyer of Cathay Pigments, in legal due diligence regarding the M & A project in Binh Thuan, Vietnam.
• Lawyer of Khang Dien Real Estate in its collaboration with a well-known Asian real estate company to establish a joint-stock company.
• Lawyer of Coca-Cola Beverage, in conducting legal due diligence and intellectual property related to M & A project.

• Lawyer of Saigon Commercial Bank (SCB), in advising and drafting documents for a banking software sale and purchase contract with a Singaporean investor.
• Lawyer of Dai Loc and Young Kingdom, in the lawsuit of a multinational shipping company to fully recovered the amount of USD150,000 in compensation for cargo damage.
• Lawyer of DIC, in a construction dispute between DIC and 68 companies related to Dai Phuoc bridge project, in which DIC asked 68 companies to refund the amount of nearly USD250,000.

• Lawyer of Kimberly Clark Vietnam in the lawsuit filed by an employee against the company for illegal termination of the labour contract and successfully reconciled in favour of the company.
• Lawyer of Commonwealth Bank in the lawsuit filed by a senior employee against the bank for illegal termination of labour contract and successfully defended the bank.
• Lawyer of Intel Products Vietnam Company in the lawsuit against the employee for reimbursement of the training costs and succeeded in meditation in favour of the company.

• Lawyer of Liberty Insurance in a lawsuit filed by an employee for its illegal termination of the labour contract and succeeded in negotiations in favour of the company.

2012

• Lawyer of Ningbo Sunrise Textile (Shengzhou), China – a large corporation in the world and one of the three famous brands in China for dyed and wrinkle-free fabrics, in conducting legal due diligence and successfully help the client in entering into a joint venture transaction with a garment factory in Bao Minh industrial zone, Nam Dinh province, northern Vietnam, with a capacity of 300 tons of yarn and one million meters of woollen fabric per month.
• Leader of the advising teams to an investment consortium, which includes 6 UK-based companies in an M & A transaction for ports, industrial parks, residential areas and utilities in Long An province, provided transaction structure, tax planning, and draft transaction documents.
• Leader of the advising teams for two joint-stock commercial banks based in Ho Chi Minh City in conducting legal due diligence and providing legal advice for restructuring the branch companies of the two banks.
• Lawyer of Kian Joo Can Factory Berhad, a listed company in Malaysia in an M & A transaction valued at USD9.3 million of a joint venture company in Vietnam with Nihon Canpark, a listed company in Japan, with the assigned work including (i) reviewing the capital contribution transfer agreement (CCTA); negotiating terms of the agreements with Nihon Canpark Company; (ii) registering the capital contribution transfer transaction with the licensing agency of Binh Duong Province; and (iii) submitting an income tax declaration for payment from the capital transfer with the tax authority of Binh Duong Province.
• Lawyer of Diageo Vietnam (owner of several globally prestigious wine brands such as Johnnie Walker, J&B) in a plan to restructure the organisation to cut down on jobs of nearly 70 employees nationwide.
• Lawyer of Smart Shirts in the legal due diligence process and a successful M & A project with a clothing factory in Hung Yen province.

• Lawyer of Byucksan E&C in settling a dispute in construction contract of a real estate project in District 2, Ho Chi Minh City.
• Lawyer of Dat Phuong Nam and WCT Berhad in a real estate joint venture worth USD40 million in Binh Chanh District, Ho Chi Minh City.

2013

• Head of Legal Advisory Board for Taisei Oncho Co., Ltd, which is a company based in Japan, in the purchase of 20% shares of Searefico Corporation Company (SRF), a listed company on the HOSE.
• Head of Advisory Board for a joint-stock company based in Hong Kong to acquire all 100% equity shares of a restaurant company with a famous brand, which had been established for 05 years and specialised in the restaurant business, regarding its initial private capital contribution process through the mechanism of the HKEX.

• Head of Advisory Board consulted Khang Dien Housing Trading and Investment JSC – a company listed on the HOSE, in its acquisition of 45% shares of PVPF3 Limited (Prudential Fund) in the East Zone Real Estate Trading and Investment Joint Stock Company (2013).
• Leader of the advising team for a multinational beverage company based in Ho Chi Minh City, in a USD4.5 million deal to acquire a factory in Thach That – Quoc Oai Industrial Park, Thach That district, Hanoi.
• Leader of advising team consulted a financial investment consortium, which includes 06 companies based in the United Kingdom, in its sale of 4 projects of industrial parks, ports, residential areas and industrial utility services on a land lot with an area of ​​up to 600ha in Long An province with a total value of about USD270 million.

• Leader of the legal team of Fujicopian, a Japanese company, in the acquisition of 100% shares of an export processing company in Dong Nai province, Vietnam valued at USD3.6 million.
• Leader of the legal team advising a Singapore company in the acquisition of 100% shares of a shipyard in Ba Ria Vung Tau province, Vietnam valued at USD10 million.

2014

• Head of consulting team on registering to buy shares and providing guarantee for the joint venture company between Sunny Force, an indirect subsidiary wholly owned by Luen Thai Holding Limited, and Smart Shirts Hong Kong with Thien Nam Sunrise Joint Venture Company (including investment capital of Thien Nam Investment and Development Joint Stock Company, Sunrise (Shengzhou) Textiles Co., Ltd., ITOCHU Textile Prominent (ASIA) Ltd. is located in Bao Minh Industrial Park, Nam Dinh province. The total of purchase shares values at about USD15 million, while the guarantee values up to USD50 million (equivalent to about HKD389 million).
• Lawyer in Vietnam of the Green Project of TVX Holdings and Etika Group, in the legal services relating to the key Japanese buyer acquiring companies operating in Singapore, Malaysia, Indonesia and Vietnam. The contract is valued at approximately USD231 million and requires the legal review of various jurisdictions, including Japan (the key buyer), Singapore, Malaysia, Indonesia and Vietnam.

• Consulting lawyer in Vietnam for the Evergreen Project of Serrano Holdings Limited (a company providing interior design and furnishing solutions including customising, manufacturing, supplying and sheet products instalment for real estate development and refurbishment projects in Singapore and Southeast Asia; it also manufactures and distributes a wide range of furniture products suitable for homes, offices and commercial use, including kitchens and office systems), during its divestment in Vietnam to facilitate its filing for IPO on SGX. On 23 October 2014, Serrano Holdings Limited successfully closed its portfolio under the stock code i.e. “40R”.

2015

• Legal advisor in Vietnam for KAfe Group Limited (“KAfe Group”), this is the first urban coffee shop chain in Vietnam with a style that combines elements of different traditional cuisines, in receiving USD5.5 million in Series A from a group of angel investors from London and Hong Kong, including leading fund Cassia Investments. Having completed its fundraising in the previous summer, the capital investment from Series A would be used to support KAfe Group to rapidly expand its current business network beyond Hanoi to Ho Chi Minh City and other provinces across the country. KAfe group is purporting to the next stage of being listed overseas for its further business market expansion throughout Vietnam.

• The exclusive Vietnamese legal advisor advised Huy Vietnam Group Limited (“Huy Vietnam”), one of the first international restaurant chains with professional management etiquette operating in Vietnam and specialising in serving dishes with traditional flavours of Vietnam. Huy Vietnam has received funding (Series B worth at USD15 million and Series C worth USD15 million) from the investor association of Singapore and Hong Kong, which includes AIF Fund and Templeton Emerging Markets Group (belonging to Templeton Asset Management Ltd). Series B and Series C funding packages would be used to support the expansion of Huy Vietnam in Ho Chi Minh City, Hanoi and other provinces in Vietnam.
• Assistance to Talentnet in providing legal advice as well as preparing documents, paperwork and training for Glaxosmithkline Pte. Ltd. related to the restructuring of two representative offices of Glaxosmithkline Pte. Ltd. in Vietnam (in Hanoi and Ho Chi Minh City).

• Lawyer advised the M & A transactions between a group of Vietnamese transferring 40% of their shares in a joint venture and a Malaysian real estate investor. We advised clients with capital structuring, drafting transaction documents and optimising tax declaration plans, with a total transaction value of USD68 million. The deal agreement has been executed on 30 June 2015.

2016

• Legal counsel advised the establishment and implementation of two new city projects in Dong Nai province, which land-use scale is of more than 800 hectares and investment capital from Thailand.
• Legal counsel advised a listed company in Vietnam, An Duong Thao Dien (HOSE code: HAR), in a transaction with a Singapore investment fund, Frasers Centrepoint Limited (SGX code: FCL), valued at about USD85 million, to purchase 70% of the capital of a luxury apartment project with an area of ​​​​about 1 hectare in the centre of District 2, Ho Chi Minh City.
• Legal counsel advised Essilor, the world leader in lenses and eye care and protection sectors, regarding the establishment, development, merger and acquisition of distribution systems of Essilor in Ho Chi Minh City and Long An province.
• Labour lawyer for CBRE, one of the leading real estate service companies in the world and Vietnam and supporting the implementation of notification procedures with competent state agencies related to its restructuring project in Vietnam.
• Legal counsel advised an investment fund based in the United States of America (Global Emerging Markets Group) and British Virgin Islands (AnsenHoldco) in M&A transactions and a share-swap deal in a listed company (Duc Long Gia Lai Group Jsc – Code: DLG, HOSE). This is the first and unprecedented share swap deal between a foreign investor and a listed company in Vietnam, which was approved by the Ministry of Planning and Investment and the State Securities Commission of Vietnam. The transaction was closed and foreign investors had become major shareholders of Duc Long Gia Lai Group JSC.
• Lawyer advising a listed company in Vietnam in an M & A transaction worth USD85 million to acquire all shares of an enterprise that owns a supermarket chain in Ho Chi Minh City. Ho Chi Minh, Dong Nai, Nha Trang, Binh Thuan and Ninh Thuan.

2017

• Lawyer for a well-known real estate development company that listed in Ho Chi Minh City, to successfully close a Merger and Acquisition transaction of a target company is implementing a residential real estate project in Phu Huu Ward, District 9, Ho Chi Minh City, with a value of about USD7 million from an investment fund based in Hong Kong owned by Chiphua Group. Phuoc & Partners played an active and crucial role to support the client during the transaction process of more than 15 months, advising and assisting the client in negotiating with the seller and seller’s lawyers, drafting and reviewing contracts and other transactions documents.
• Lawyer for a group of professional and well-known investors being key personnel at an IT company and a leading investment fund in Vietnam, in the completion of a merger and acquisition and capital investment in Rever Technology Joint Stock Company (“Rever”) – a target company operating in the field of high-tech real estate in Vietnam. Being launched in early 2016 with the investment capital from this deal, Rever has developed an online real estate distribution system based on global maps, provided quality brokerage services in order to create a smart and high-performance real estate sale, purchase and leasing process in a combination between modern technology and leading consultants. In the role of Vietnamese lawyers for investors, Phuoc and Partners have implemented legal due diligence, assisted investors in negotiating with Rever and partner lawyers, drafting and reviewing contracts and relevant transaction documents.

2018

• Legal counsel advised the seller, which is a well-known industrial park developer – a member of a multi-industry business group specialised in sugar cane, energy, real estate, tourism, and several renewable energy projects in the South Central and Southern regions of Vietnam, in a merger and acquisition deal with a leading Thai energy producer with significant transaction value. Phuoc & Partners has played a key and active role in effectively assisting the seller to complete this transaction, including providing legal advice and commercial structuring, negotiating with the buyer, drafting and reviewing the relevant transaction contracts and documents.
• Lawyer advised the buyer, a real estate development company listed on HOSE, in a real estate transaction valued at about USD140 million in a high-class complex real estate with an area of ​​​​about 2 hectares in a prime location of a central district of Ho Chi Minh City. Accordingly, the buyer purchased real estate products built by the investor and directly joins with the investor in the entire project implementation progress (including procurement, construction, contractor selection, etc.) to create a line of premium quality products to meet the increasing demands of the buyers’ customers. Phuoc & Partners played a key role and actively assisted the parties to complete the transaction in providing legal advice and financial structure, negotiating with the seller, drafting and reviewing related contracts and transaction documents.
•  Lawyer in Vietnam advising to complete the IPO (Initial Public Offering) procedures and listing on the HKEX of Hyfusin Group Holdings Limited (Stock code 8512), a company specialising in the production and distribution of ordinary candles, scented candles, decorative candles and bottle incense burner with its head office located in Hong Kong and manufacturing plant located in Vietnam, and is ranked in third among Vietnamese candle manufacturers with a large export turnover to the US, UK and European markets.
•  Lawyer, who played a key role, actively cooperates and worked with professional consultants and other parties in the US, Cayman, BVI, China, Hong Kong and Vietnam, assisted in filing, completed the IPO and listing, including legal due diligence, legal advice and legal compliance for the Company; drafting and reviewing the IPO prospectus; providing legal advice to the Company, the issuer and the underwriters of the IPO process at the time of issue of the Prospectus and during the listing process, as well as the HKEX and HKSFC; and providing other necessary legal advice for the whole IPO process and securities listing.

2019

•  Lawyer for Aden Company, a multinational company, advised an M & A transaction in which one of Aden’s subsidiaries acquired an entire company with 100% foreign investment capital operating in Vietnam. In this transaction, Phuoc & Partners had assisted Aden in legal due diligence on the target company, reviewing the “capital sale and purchase agreement” and complete the required legal procedures.

2020

2021

•  Lawyer advising Danfoss in Vietnam, providing legal advice related to Danfoss’ acquisition of Eaton’s global hydraulic business, including Vietnam business, with the total transaction value worth USD3.3 billion.