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Patcharaporn Pootranon

Partner and Head of Capital Markets Practice

Biography

Patcharaporn Pootranon is a partner and head of the capital markets practice in Tilleke & Gibbins’ corporate and commercial group in Bangkok, where she leads teams serving clients in connection with capital markets, corporate law, mergers and acquisitions (M&A), and taxation matters. She was named to the Thailand External Counsel of the Year list from In-House Community in 2026 as well as Asia’s 40 Under 40 list by Asian Legal Business in 2018, and is ranked for capital markets by Chambers Asia-Pacific and as a Notable Practitioner by Asialaw.

She is a trusted advisor who has guided many clients through significant domestic and international M&A transactions, including securities offerings under Rule 144A/Regulation S of the US Securities Act and under Thai securities law. She works with companies across a range of industries, with particular expertise in the energy, food and beverage, and retail sectors.

Prior to joining Tilleke & Gibbins, Patcharaporn practiced for many years as an associate and partner in other leading law firms and as a partner in the legal department of a Big 4 accounting firm.

Patcharaporn holds an LLM from the New York University School of Law and an LLB from Chulalongkorn University and is a member of the Lawyers Council of Thailand and the Thai Bar Association.

Experience

  • Represented a foreign fund in a THB 90 million (USD 2.5 million) acquisition of approximately 10% series A shares in Thailand’s leading pioneer in digital assets (including cryptocurrency and token digitals), financial services and investment product development, digital assets advisory, and digital asset management, which involved assisting with investment in convertible loans, shares subscription, and the shareholders’ agreement.
  • Represented shareholders of a highly regarded hotel company in exiting their investment in the largest acquisition transaction for a hotel business in 2022 at approximately THB 3 billion.
  • Conducted studies and produced reports for the Thailand Capital Market Development Fund on trends and outlooks for private debts, venture capital, and distressed debts.
  • Represented underwriters in initial public offerings of companies across various industries to be listed on the Stock Exchange of Thailand.
  • Represented various listed companies in relation to raising funds through rights offerings, private placements, or public offerings.
ABOUT Patcharaporn

Location

Languages

    Thai

    English

Education

    LLM, New York University School of Law

    LLB, Chulalongkorn University

Insights

August 4, 2026
Carbon markets have moved to the forefront of corporate and regulatory agendas as global attention to climate change and sustainability intensifies. Worldwide, many jurisdictions—including Thailand—are finding carbon markets to be promising tools in their efforts to combat climate-warming emissions and accelerate their net-zero pathways and sustainability commitments. According to the Thailand Greenhouse Gas Management Organization’s (TGO) 2025 Voluntary Carbon Market Survey, approximately 3.29 million tonnes of CO₂ equivalent (tCO₂eq) were traded under Thailand’s domestic standard between 2020 and 2024 with a cumulative market value of approximately THB 314.5 million (approximately USD 9.43 million), and 524 projects had been registered under the Thailand Voluntary Emission Reduction Program (T-VER) framework. Carbon Credits in Thailand Thailand’s carbon credit regime is, at present, entirely voluntary. There is not yet any obligation for businesses to purchase or retire carbon credits, although this may change once the draft Climate Change Act is enacted. The draft Climate Change Act, which is currently undergoing legal review before submission to Parliament, is expected to introduce a mandatory emissions trading system (ETS), under which  legal entities in designated sectors will be allocated emissions allowances and will be required to surrender sufficient allowances to cover their verified emissions, with penalties for shortfalls. Rather than imposing a blanket obligation on all businesses to purchase or retire carbon credits, the draft act is expected to allow ETS-covered entities to use eligible carbon credits (for example, those certified under T-VER) to meet only a limited, capped portion of their compliance obligation, with the applicable cap and eligibility criteria to be set out in subordinate regulations and the relevant allocation plan. The principal domestic framework for carbon credits is the T-VER, administered by the TGO. While some project developers in Thailand also operate under international standards such as Verified Carbon Standard or the Gold
July 8, 2026
The Stock Exchange of Thailand (SET) has issued new oversight and disclosure rules, effective July 1, 2026, overhauling the previous requirements. The reforms apply to listed companies, REITs, and property and infrastructure funds, and aim to enhance transparency, align with international standards, and ensure timely investor information. The key changes and practical implications are highlighted below. Major Shareholder Reporting When a shareholding change reaching or crossing 5% or any subsequent multiple of 5% is reported under section 246 of the Securities and Exchange Act or a tender offer is completed (except for voluntary delisting), listed companies must disclose an updated shareholder list for the month in which the triggering event occurred. The list must be compiled within five business days after month-end and disclosed within 14 days thereafter. Noncompliance will trigger a “notice pending” (NP) sign. This replaces the previous requirement to disclose shareholder lists only at annual general meetings or on record dates. Companies should coordinate with their share registrars to meet the new event-driven timelines. New Financial and Internal Control Disclosures The new rules require disclosure of material impairment, expected credit losses, and unreturned business deposits when these reach specified thresholds. Companies must also disclose events or indicators that may materially affect their internal control systems. Boards and audit committees should expect to escalate accounting and internal-control issues earlier, as these matters may now trigger standalone SET disclosure obligations—not just financial statement treatment. Backdoor Listing With the Securities and Exchange Commission’s regulation on material transactions (MTs) taking effect on July 1, 2026, and now serving as the primary, standalone framework governing acquisitions and disposals, the SET needed to issue a standalone rule on backdoor listing matters. These matters had been covered by a previous regulation on MTs issued by the SET. The key differences between the SET’s
June 29, 2026
Thailand’s Securities and Exchange Commission (SEC) is seeking public input on significant amendments to the Securities and Exchange Act B.E. 2535 (1992) that would address recurring market abuses and eroded investor confidence observed by the SEC. Published on June 24, 2026, the consultation document targets share-pledging disclosure failures, hidden beneficial ownership, and fraudulent transactions by listed companies, all of which are issues that have threatened share prices and market stability across the Thai capital markets. Comments on the proposals are due by July 24, 2026. Mandatory Disclosure of Short Sales and Share Pledges The draft amendments introduce new reporting obligations for both short sales and share pledges. Persons who sell listed securities without having such securities in their possession (“short sales”) must comply with rules prescribed by the Capital Market Supervisory Board, ensuring standardized practices and preventing risks from such transactions. Major shareholders who pledge or encumber their shares in significant amounts must report those arrangements to the SEC, which may then disclose the information to the public. These amendments directly respond to recent market abuses, including short selling without proper safeguards and instances where directors or major shareholders have pledged large share blocks without disclosure to investors, only to have those shares forcibly sold when collateral was called, causing dramatic share price declines and disrupting ownership structures and market stability. Reportable transactions for share pledges include the following: Shares used as margin account collateral Shares pledged as loan security, with immediate transfer upon default Shares formally pledged under the Civil and Commercial Code or registered with the Thailand Securities Depository Failure to report share pledges triggers criminal penalties, as does failure to comply with short sale requirements. By requiring advance disclosure and standardized short sale procedures, the SEC aims to enable investors to assess ownership stability and default
June 18, 2026
Thailand’s Securities and Exchange Commission (SEC) has released a detailed draft notification expanding its oversight to cover the funding sources behind major shareholdings in licensed securities and digital asset business operators. Published on June 8, 2026, as Public Hearing Document No. 30/2569, the draft builds on funding-source principles introduced in an April hearing and on recently amended Ministry of Finance notifications issued in February 2026 that broadened the definition of major shareholder of licensed securities and digital asset business operators. A public comment period on the draft closes on June 23, 2026. An earlier version of the SEC’s proposal brought the issue of funding behind significant shareholdings within the SEC’s regulatory perimeter, signaling intent to look beyond shareholding to the persons and capital ultimately financing major shareholdings in licensed securities and digital asset business operators. The concern is that control may be exercised through financing arrangements rather than through equity ownership alone. The draft notification advances that initiative into a more detailed regulatory framework, as summarized below. Expanded Definition Captures Funding Sources Throughout Ownership Chains The draft regulation introduces a “material funding source” concept. A material funding source is the principal capital that enables a major shareholder to acquire its shareholding, without which the shareholding could not be obtained. Under the proposed rules, any person who provides such funding, whether directly to the major shareholder or indirectly through any tier of the ownership chain above the operator, is deemed a controller subject to SEC approval. The draft also captures any person acting as a conduit or intermediary in facilitating financial assistance to a major shareholder, deeming each of these persons to be a material funding source and aggregating it into the same control group as the ultimate funding source. The definition covers not only cash loans and equity investments,

Awards & Rankings

July 22, 2026
Tilleke & Gibbins has been named Best Insurance Law Firm in Thailand in the InsuranceAsia News Country Awards for Excellence 2026. This is the firm’s first recognition from InsuranceAsia News, and Tilleke & Gibbins was the sole law firm honored in the Thailand awards. The award recognizes the strength of Tilleke & Gibbins’ insurance practice and the team’s work advising clients in the sector. InsuranceAsia News selected the winners based on submission reviews, independent research, market knowledge, and analysis by the publication’s judging panel. InsuranceAsia News provides news, analysis, and market intelligence for insurers and related organizations across Asia. For more information and to view the full list of winners, please visit the InsuranceAsia News website.
April 3, 2026
Tilleke & Gibbins is pleased to announce that the firm has been shortlisted in two categories at the Financial Times (FT) Innovative Lawyers APAC 2026 awards: Innovative Lawyers in Cyber and Data Privacy – “Digital Identity & Cryptocurrency Compliance” Innovative Practitioner – Athistha (Nop) Chitranukroh The FT Innovative Lawyers APAC Awards recognize law firms and practitioners who are driving innovation in legal services and delivering innovative client solutions across the Asia-Pacific region. This recognition marks our third acknowledgment in the Innovative Lawyers category and, notably, our first-ever nomination in the Innovative Practitioner category at the FT Innovative Lawyers APAC awards. It reflects our team’s continued ability to support clients on groundbreaking, forward-looking projects across the region. The awards ceremony will take place on May 14, 2026, in Hong Kong. To learn more about the FT Innovative Lawyers APAC 2026 awards and to view the full list of shortlisted organizations, please visit the FT website.
March 19, 2026
Tilleke & Gibbins has been recognized in 17 categories at the 2026 Thailand Law Firm Awards from Asia Business Law Journal (ABLJ), up from 10 categories in 2025. The awards highlight leading law firms in Thailand across a broad range of practice areas, as well as overall firm performance. This year, Tilleke & Gibbins was named a co-winner in the Best Overall Law Firm category as well as in the following practice-specific categories: Artificial Intelligence Aviation Blockchain & Digital Assets Competition & Antitrust Data Compliance & Cyber Security E-Commerce, Digital Trade & Platform Regulation ESG (Environmental, Social, and Governance) Fintech Healthcare & Life Sciences Insurance & Reinsurance IP Litigation IP Prosecution Labour & Employment Private Equity & Venture Capital Shipping & Maritime Technology, Media & Telecommunications The awards are determined through ABLJ’s independent research, which considers recent work, client feedback, and market standing. The annual Thailand Law Firm Awards recognize firms demonstrating strong performance and breadth of expertise across key practice areas. For more details and the full list of winners, please visit the ABLJ website.

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