Atsumi & Sakai

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Vietnam Practice

Background and Overview of our Practice

Our Vietnam Practice Team has a strategic alliance with A-PAC International Law Firm (APAC), a Vietnamese law firm known for its skill in negotiations and consultations with Vietnam’s government authorities and agencies. This alliance has helped the Atsumi & Sakai Vietnam Practice Team to expand rapidly.

Lead by Ms. Nguyen Thi Bich Van, who has held prominent positions at several agencies in the Vietnamese government, APAC has many lawyers who have worked closely with Vietnamese government agencies on Vietnamese law matters for our international clients. Through this alliance, our Vietnam Practice Team can provide accurate and prompt legal advice on the unique issues particular to this socialist country, from transaction advice through to litigation, arbitration and dispute resolutions.

Attorney Yasuharu Miura (registered foreign attorney in Vietnam) is seconded to APAC’s Hanoi office and works closely with Japanese corporate clients in Vietnam.

Experience

Our Vietnam Practice Team offers legal services on various business matters including entity and expansion support, M&A, reorganizations, negotiations with government agencies, corporate law, litigation and arbitration, withdrawal, and detailed advice on specific laws and regulations.

[Business support]

The team offers various legal services for building a business in Vietnam, including investment, incorporation or business alliances, etc. Vietnam has numerous forms of conducting business, from representative offices and limited liability companies, through to stock companies, where our experienced Vietnam Practice Team can provide an appropriate one-stop solution which will meet a client’s specific needs, including visa and work permit applications.

We have assisted numerous clients from many industries to expand their business in Vietnam with critical legal support, including:

  • Advising on local entity set-up and licensing
  • Advising on capital tie-ups with a Vietnamese company
  • Assisting financial institutions in establishing partnerships with Vietnamese financial institutions, including the State Bank of Vietnam and state-controlled banks
  • Advising construction companies on motorway construction projects in Vietnam
  • Supporting many clients from various sectors, including a large pharmaceutical chain we helped find investment partners

[M&As and restructuring]

Recent changes in investment related laws have spurred M&A and company reorganization activity in Vietnam. Our Vietnam Practice Team coordinates legal services tailored to the client's needs, ranging from legal due diligence and contract review, to applications to government agencies.

Examples of our team’s M&A experience:

  • Advising on the acquisition by a Japanese company of a Vietnamese company operating various leisure facilities
  • Conducting due diligence and research on casino-related laws and regulations
  • Conducting research on acquisition-related laws and regulations
  • Assisting numerous Japanese-owned entities in Vietnam in restructuring and M&A
  • Conducting due diligence for the acquisition of shares in a Vietnamese CATV operator

[Negotiations with authorities]

Vietnam has a complex and multi-layered regulatory environment, and successful negotiations and consultations with government agencies are crucial, but sometimes complex, tasks. APAC, our Vietnamese alliance partner, is highly regarded for its success in negotiating and consulting with Vietnamese government authorities and agencies.

Our team has led a number of successful negotiations, including difficult license arrangements such as:

  • Negotiating with the Ministry of Industry and Trade, the Department of Industry and Trade, and the Department of Customs regarding certificates of origin
  • Negotiating with the Department of Industry and Trade, and the People’s Committee on obtaining a license for the sale of specific products by retailer
  • Discussing with the Ministry of Planning and Investment, and the Department of Planning and Investment for expansion of an electricity distributor
  • Negotiating specialised licences with the Ministry of Natural Resources and Environment, the Ministry of Public Security and the Ministry of National Defence

[Corporate law]

Well planned, negotiated and drafted contracts are as important in Vietnam as they are anywhere else in the world. Our Vietnam Practice Team is well versed in drafting, reviewing and negotiating memorandums, joint venture agreements, non-disclosure agreements, sale and purchase agreements, lease agreements, dealership agreements and other legal documents. We are capable of supporting clients promptly and adequately from the beginning of their start-ups.

We also offer corporate clients legal solutions, advice and drafting support for common but critical labour issues particular to Vietnam in relation to execution of labour contracts, dismissals, drafting of office rules, dealing with trade unions and making various filings with authorities. We have extensive experience in reviewing labor agreements, advising on dismissal procedures and procedures for filings with relevant authorities, drafting of and negotiating agreements regarding termination of labor agreements. 

The team’s corporate law experience includes:

  • Drafting a basic transaction agreement with a Vietnam subsidiary and a supply agreement between a subsidiary and a local supplier
  • Assisting with documentation for the financing of oil exports from Vietnam
  • Reviewing and negotiating the terms and conditions of various agreements related to project finance (including the financing agreements)
  • Reviewing contracts between Japanese and Vietnamese financial institutions
  • Providing legal support for a client's execution of a joint venture agreement with a Vietnamese local medical organization

[Litigation and arbitration]

Dispute resolution is a core practice area of our Vietnam Practice Team. APAC, our partner law firm, has skilled Vietnamese dispute resolution lawyers, and by utilizing their experience, our team is able to act as a litigation representative in Vietnam. Atsumi & Sakai can draw from APAC to assist clients with disputes in Vietnam and protect our clients' interests through the courts in Vietnam or through international arbitration via the Vietnam International Arbitration Center or using other dispute resolution tools.

The team’s litigation and cross-border disputes experience includes:

  • Arbitration at the Vietnam International Arbitration Center for collection of the proceeds from a sale of shares in a Vietnamese subsidiary
  • Advising on the Investment Law regarding the payment of compensation for forced removal from sites in Vietnam
  • Providing legal advice on a subcontractor's response to a defect liability claim from a project company based on an EPC agreement
  • Advising and representing a client in a higher court damages suit in Vietnam
  • Advising a client on a dispute over an international sale and purchase agreement between a trading company and a Vietnamese company
  • Representing a client in the negotiation and execution of a settlement agreement for a damages claim regarding infringement of intellectual property rights

[Withdrawal from Vietnam]

In today's ever-changing global economy, withdrawing operations from a country is usually an important strategic decision with lasting effects, and Vietnam is no exception. Careful attention needs to be paid to various aspects, including tax before final decisions are made. Atsumi & Sakai can help put a practical legal perspective on the available options and help provide realistic solutions.

Our team provides continuous support until a client’s final exit from Vietnam.  The team’s withdrawal-related experience includes:

  • Advising on the closing of a local Vietnamese representative office of a Japanese corporation
  • Advising on the most practicable method of withdrawing from a partnership with a Vietnamese financial institution
  • Assisting a Japanese manufacturer with the liquidation of its local Vietnamese entity and operations

[Legal research]

Vietnamese laws are subject to frequent amendment and are organized under a unique and complicated legal/political system. Access to accurate and up-to-date information on applicable laws is vital to growing business in Vietnam. Our Vietnam Practice Team looks at changes and legislative trends in Vietnam, and works to provide clients with additional value and pertinent information.

The team’s experience includes:

  • Assisting a client with investigation of city development plans and case studies
  • Investigating local rules and providing legal services regarding PPP, and advising on the revision of BOT ordinances
  • Assisting with a review of the legal system surrounding nuclear power in Vietnam
  • Conducting a general review of the operation of Antitrust Law and exceptions regarding agreements among shipping companies
  • Investigating Vietnamese laws and regulations regarding M&A for a real estate leasing company

We are very conscious of client’s sensitivity to costs and endeavor to conduct research and provide advice in an efficient and cost-effective way.

Publications and Seminars

[Publications (including Internet publications)]

  • “Overview and Points to Note when conducting Joint Ventures in M&As in Vietnam,” MUFG Global Business Insight (GBI) (September 2018)
  • ”Overview and Points to Note when conducting Joint Ventures in M&As in Vietnam,” MUFG Bank BizBuddy (September 2018)
  • ”Points to Note when Executing Labor Agreements in Vietnam,” MUFG Global Business Insight (GBI) (June 2018)
  • ”Points to Note when Executing Labor Agreements in Vietnam,” MUFG Bank BizBuddy (May 2018)
  • ”Dispute Resolution Practice in Vietnam (2) Importance and Practical Tips for Drafting and Negotiating Agreements, and Points for Drafting Clauses of Dispute Resolution,” MUFG Bank BizBuddy(February 2018)
  • ”Dispute Resolution Practice in Vietnam (1) from Overview of Judicial and Arbitration Systems to Points for Drafting Clauses of Dispute Resolution,” The Bank of Tokyo Mitsubishi UFJ BizBuddy(November 2017)
  • ”Trends and Strategies in Legal Practice in Vietnam: Overview of the Personal Information Protection Act in Vietnam,” The Bank of Tokyo Mitsubishi UFJ BizBuddy(August 2017)
  • ”Trends and Strategies in Legal Practice in Vietnam: Dispositions and the Rights Appeal System for Violations of Vietnamese Labor Law,” The Bank of Tokyo Mitsubishi UFJ BizBuddy (June 2017)
  • "Trends and Strategies in Legal Practice in Vietnam: Land Use Right in Vietnam and Real Estate Transactions," The Bank of Tokyo Mitsubishi UFJ Bizbuddy(February 2017)
  • “Vietnamese Law: Practice and Strategy - Differences in Import/Export Licensing for Local and Foreign Companies,” The Bank of Tokyo-Mitsubishi UFJ Bizbuddy (August, 2016)
  • “Vietnam Law: Practice and Strategy - Dealing with Inconsistencies in the Laws of Vietnam – Differences between Domestic Companies and Foreign Companies," The Bank of Tokyo-Mitsubishi UFJ Bizbuddy (May, 2016)
  • “Vietnam Law: Practice and Strategy - A Summary of the Amended Real Estate Business Law, Amended Housing Law, and Other Related Laws and Regulations," The Bank of Tokyo-Mitsubishi UFJ Bizbuddy (March, 2016)
  • “Vietnam Law: Practice and Strategy - Procedures for Setting Up an Incorporated Medical Institution in Vietnam,” The Bank of Tokyo-Mitsubishi UFJ Bizbuddy (November, 2015)

[Newsletters (Japanese)] 

  • “Borrowing and Securing Loans from Offshore Lenders to Vietnamese Corporations“ (August 2, 2019)
  • “Dismissal of workers in Vietnam – Following the trends in amendments to labor law” (June 13, 2019)
  • “Personnel Staffing Business between Japan and Vietnam: Technical Intern Training, Employment in Japan by Designated Skilled Labor, and Overview of Regulations on Personnel Staffing Business in Vietnam“ (April 22, 2019)
  • “Outline of Legal Regulations relating to Renewable Energy in Vietnam:  Operation of Solar Power Generation FIT, and Points to Note when Investing in Power Generation Projects” (February 28, 2019)
  • “Latest Information on Vietnamese Laws and Regulations (Second half of 2018): Cyber Security, Technology Transfer, Enrollment in Social Security by Foreigners, and Establishment and Amendments of Labor Law related Regulations” (December 20, 2018)
  • “Dealing with Pre- and Post-Risks of Corporate Fraud in Vietnam: Commentary by Each Type of Accounting Fraud, Embezzlement, and Corruption, Etc.” (October 18, 2018)
  • ”Key Points and Risk Management for Implementation of Joint Venture Projects for M&As in Vietnam” (August 1, 2018)
  • “Current Status and Legal Regulations of Equitization of State-Owned Companies in Vietnam” (June 14, 2018)
  • “Points to Note when Executing Labor Agreements in Vietnam” (April 20, 2018)
  • “Dispute Resolution in Vietnam: From Initial Response at the Occurrence of Trouble to Litigation and Arbitration” (February 14, 2018)
  • “New Regulation on Product Labeling” (December 15, 2017)
  • “Registration Application Practices for Investment in Vietnam” (October 18, 2017)
  • “Cyber Information Protection Law in Vietnam” (August 4, 2017)
  • “New Cabinet Order regarding Commercial Conciliation in Vietnam” (June 8, 2017)
  • ”New Law regarding Information Access in Vietnam” (April 4, 2017)
  • ”New Provisions regarding Requirements for the Establishment, Split, Demergers and Mergers of Vocational Training Institutions in Vietnam” (February 8, 2017)
  • “Key Amendment Points of the Amended Civil Code in Vietnam” (January 10, 2017)
  • “Representation System in Vietnam and Key Points when a Company conducts Transactions” (November 2016)

[Seminars]

  • “Vietnam Business Latest Trends (Local Report): Explanation of the Big Picture for each Business Field, and the Handling of Labor and Personal Information, etc. including Risk Countermeasures,” hosted by Keiei Chousa Kenkyukai, July 5, 2018
  • “Personal Information Protection System of Business and the World (Data Protection Act),” hosted by Atsumi & Sakai and Westlaw Japan K.K., July 4, 2018
  • “Real Estate in Vietnam and Practical Tips: Compliance Issues for Setting Up, Real Estate Businesses, Finance and Hotel Businesses” hosted by Keiei Chousa Kenkyukai, February 19, 2018
  • “Recent Trends of Real Estate Laws in Vietnam and Practical Issues of Local Real Estate Business” hosted by Financial Facsimile News, organized by FN Communications, September 4, 2017
  • “Real Estate in Vietnam and Practical Tips: Real Estate Risk Management Related to Investment, Setting Up, and Growing a Business” hosted by Keiei Chousa Kenkyukai, July 24, 2017
  • “[Field Report] Recent Legal Trends Affecting Real Estate and Other Investments in Vietnam: Real Estate Related Legal Risks Associated with Setting Up and Growing a Business in Vietnam” hosted by Keiei Chousa Kenkyukai, February 9, 2017
  • “[Field Report] Recent Legal Trends Affecting Real Estate and Other Investments in Vietnam: Real Estate Related Legal Risks Associated with Setting Up and Growing a Business in Vietnam,“ hosted by Kinyu Zaimu Kenkyukai, August 25, 2016
  • “Important Points on New Guidance Regulations of Investment Law and Enterprise Law” in Ho Chi Minh City, hosted by The Japanese Business Association of Ho Chi Minh City, February 26, 2016
  • “Practical Tips and Case Study on the New Immigration Law, Enterprise Law and Investment Law in Vietnam,“ hosted by The Japanese Business Association of Ho Chi Minh City, March 20, 2015

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