Tilleke & Gibbins employment specialists in Myanmar have contributed an updated Myanmar chapter to Employment and Employee Benefits Global Guide, a Thomson Reuters Practical Law online publication that provides an overview of employment and employee benefits in jurisdictions worldwide. The Myanmar chapter was written by members of Tilleke & Gibbins’ Yangon office, including Yuwadee Thean-ngarm, director; Nwe Oo, senior associate; Sher Hann Chua, consultant; and Kyaw Min Tun, consultant. The chapter covers a wide range of key employment topics, including employment status, background checks, regulation of the employment relationship, minimum wage, working hours and holidays, illness and injury of employees, discrimination and harassment, termination of employment, resolution of employer-employee disputes, redundancy/layoffs, employee representation and consultation, business transfer and insolvency, employee relocation, health and safety obligations, taxation of employment income, intellectual property issues, and more. Practical Law, produced by Thomson Reuters, is the world’s leading legal resource for business lawyers, publishing a huge range of guides for hundreds of jurisdictions and practice areas. The Employment and Employee Benefits Global Guide covers 46 jurisdiction around the world, with Tilleke & Gibbins also providing the Vietnam chapter of the guide. To view the latest version of the Myanmar chapter, please visit the Practical Law website.

Under Thai bankruptcy law, a creditor can file a request for a debtor to be placed under an absolute receivership order and bankruptcy judgment. However, the debtor must be insolvent, and the debt owed to the creditor or creditors must be at least THB 1 million (for a debtor who is a natural person) or THB 2 million (for the debtor who is a juristic person). In order to know whether the latter requirement is met, the debt must be “determinable”—that is, known and monetarily quantifiable. More specifically, determinable debt is debt (up to the filing date) in an amount that can be calculated, whether the debt is payable immediately or in the future. The debt can be under a loan agreement or under a sale-and-purchase agreement. One question that sometimes comes up is whether damages arising out of termination of such an agreement are considered determinable debt. According to a number of Supreme Court precedents, if the debt (e.g., rent, fine or penalty) can be calculated as referred to in the agreement, the debt is determinable. Three of these cases are described below. Supreme Court Case No. 2653/2526 In this case, the defendant made a partial delivery of oil (i.e., not the amount fully expected) to the plaintiff, who claimed that the defendant owed them a fine of almost THB 14.9 million, calculated in accordance with the sale-and-purchase agreement for the oil. The defendant argued that the debt was not determinable because the plaintiff did not prove whether they suffered damage or not. The Supreme Court noted that the agreement for sale and purchase of oil stated clearly that if the defendant could not deliver oil to the plaintiff in full, the plaintiff had the right to terminate the agreement and fine the defendant 25 percent of the price of the oil

On June 16, 2022, Vietnam’s National Assembly ratified the latest amendment of the country’s Intellectual Property Law, which will take effect on January 1, 2023 (except for the provisions on sound marks, which took retroactive effect on January 14, 2022, and the provisions on test data protection for agrochemicals, which will come into force on January 14, 2024). For the amended IP Law to be enforced consistently and efficiently, the government is actively working to issue a decree guiding the implementation of the amended IP Law (the “new decree”). The new decree, after being ratified, will also take effect on January 1, 2023, replacing Decree No. 103/2006/ND-CP and Decree No. 105/2006/ND-CP, two decrees issued in 2006 to guide the previous IP Law of 2005. Due to the urgency of promulgating a legislative document conforming with the amended IP Law when it takes effect, the government will formulate and promulgate the new decree under a simplified procedure. The drafting agency circulated the first draft of the new decree to seek opinions from concerned parties on October 10, 2022. The new decree is seen as comprehensive guidance to key aspects of the IP Law, including the establishment and enforcement of industrial property rights, IP representation, measures to promote IP activities, IP-related export and import control; IP assessment, and state management of intellectual property. The new decree generally consolidates provisions of the two previous decrees without many changes. The highlight of the new decree is some new provisions on controlling security for patents and secret patents (Article 14); Hague applications for industrial designs (Articles 22, 23, 24) and cancellation/invalidation of Hague registrations for industrial designs (Article 32.5); and compensation for patent owners (Article 43). The new decree is currently being reviewed by the drafting agency before submission for appraisal and validation, and is expected to be ratified

On September 21, 2022, the Electronic Transactions Development Agency (ETDA) held another public hearing on the draft Royal Decree on Digital Platforms and its sub-regulations. This updated draft Royal Decree on Digital Platforms (which is subsequent to a previous round of updates last year) is anticipated to be the final draft before it is proposed to the king for endorsement. Thereafter, it will be published in the Government Gazette and will become effective 240 days after the publication date. The key issues under the latest draft royal decree are as follows: Exemption for certain regulated businesses. The current draft royal decree exempts business operators that are regulated by the Bank of Thailand or the Securities and Exchange Commission, as well as digital platforms operated by government agencies for noncommercial purposes, from the application of the royal decree. Nevertheless, these business operators must ensure that their digital platform has transparency, fairness, and standards which are not less than those required under the Royal Decree. Definition of digital platform. According to the public hearing, the definition of a digital platform has been amended to exclude digital platforms that are used to offer the goods or services of a digital platform provider or its affiliate acting on its behalf, regardless of whether the offering of such goods or services is made to a third party or the affiliate. Appointment of a local contact. Instead of appointing a local representative with no limit of liability, the current draft royal decree only requires offshore digital platform providers to appoint a local contact to coordinate with the ETDA. The local contact must not operate any business in Thailand under the Foreign Business Act. Notification of the ETDA. Digital platforms as defined under the royal decree must notify the ETDA of certain information—such as the name of the business operator and its

2022年6月16日、ベトナム国会は、2023年1月1日に発効するベトナムの知的財産法の改正案を承認した（ただし、2022年1月14日に遡及適用された音商標に関する規定、2024年1月14日に施行される農薬の試験データ保護に関する規定は除く）。 改正知的財産法が一貫して効率的に施行されるために、政府は改正知的財産法の施行をガイドする政令（以下、「新政令」という。）の公布に積極的に取り組んでいる。新政令は、承認された後、2006年に従前の2005年知的財産法の下位法令として発行された政令No.103/2006/ND-CPおよび政令No.105/2006/ND-CPと置き換えられ、2023年1月1日に発効する。 改正知的財産法の施行に伴い、改正知的財産法に準拠した法律の公布が急務であることから、政府は簡易な手続で新政令を制定・公布する。 政令をドラフトした機関は2022年10月10日、関係者の意見を求めるために新政令のドラフト案を回付した。新政令は、知的財産権の確立と執行、知的財産権の代理、知的財産活動の促進のための措置、知的財産関連の輸出入管理など、知的財産の評価、知的財産の国家管理などの、知的財産法の主要な側面に対する包括的なガイダンスと見られている。 新政令は、一般的に、多くの変更なしに従前の2つの政令の規定を統合している。新政令の重要点は、特許および秘密特許のセキュリティ管理（第14条）と、ハーグ協定に基づく意匠出願（第22条、第23条、第24条）と、ハーグ協定に基づく意匠登録の取消・無効（第32.5条）と、特許権者に対する補償金（第43条）とに関するいくつかの新しい規定である。 新政令は現在、評価・検証のために提出される前段階としてレビューされている段階であり、2022年末までに承認される予定である。   備考：本和文は英文記事を翻訳したものです。原文については、以下のリンクをご参照ください。Decree to Implement Vietnam’s Amended IP Law to Be Issued by Year-End

On October 1, 2022, the Vietnamese government promulgated Decree No. 71/2022/ND-CP (“Decree 71”) amending and supplementing Decree No. 06/2016/ND-CP (“Decree 06”) on the Management, Provision, and Use of Radio and Television Services. Decree 71 will take effect on January 1, 2023, at the same time as the new Cinema Law. Decree 71 is the result of the government’s long-time attempt to regulate the cross-border provision of “over-the-top” (OTT) television services, which deliver TV content to viewers over the internet, bypassing the traditional broadcast, cable, and satellite platforms, as well as to reinforce the requirements for content on demand. The key issues of Decree 71 are set out below. 1. Expanded Scope of Application Decree 71 expands the scope of Decree 06 to clearly cover OTT video-on-demand (VOD) services by amending some definitions: “Radio and TV services” is redefined to mean “services which provide intact domestic program channels and foreign program channels, on-demand radio and TV content [newly added], and value-added service content to users over radio and TV transmission and broadcasting infrastructure. Radio and TV services can be provided directly to service users without the use of storage or delay devices (online radio and TV services), or upon the specific request of subscribers (on-demand radio and TV services).” “On-demand radio and TV content” is newly defined to include “films, domestic programs, and foreign programs.” Films (phim in Vietnamese) follow the definition under the Cinema Law, and in this context include movies/feature films as well as what would be considered “TV shows” or “TV series” (e.g., scripted comedies and dramas) in other countries. Domestic and foreign “programs,” on the other hand, follow the definition of radio and TV programs under Article 3.10 of the Press Law: “a collection of news and articles in spoken or visual press about a topic for a fixed amount of

The Factory Act B.E. 2535 (1992) is one of the most important laws regulating manufacturing businesses in Thailand. It applies to businesses either with machinery of 50 horsepower or more in total, or with a minimum of 50 workers in a facility that conducts “factory work” as defined under related ministerial regulations. The act was recently amended to extend the period of validity for factory licenses and to make other miscellaneous changes that facilitate business. However, the act’s criminal liabilities were left unchanged, and they remain a vital tool for the authorities to exert control over relevant standards and prosecute violations. Both fines and imprisonment are available as sanctions under the law. Examples of common violations of the Factory Act and their potential penalties include: Setting up and operating a factory without acquiring a license: up to two years’ imprisonment, a fine of up to THB 200,000 (approx. USD 5,365), or both. Operating with noise level exceeding the standard set by the Ministry of Industry: a fine of up to THB 200,000. Not displaying a factory license in an open and easily visible location in the factory: a fine of up to THB 5,000 (approx. USD 134). Doing a test run of machinery prior to the start of the factory operations without notifying the authorities: a fine of up to THB 20,000. As factory activities are regulated in considerable detail, overlooking a minor change could potentially put the company at risk. The risk of violating the Factory Act increases when compliance is not a proactive policy—such as by instituting systems or safeguards to ensure adherence to the rules. Criminal Liability Violation of the Factory Act is especially a concern because criminal liability under the act is not limited to juristic persons (i.e., companies) but also applies to the director, manager, and any other person responsible for the offense.

Tilleke & Gibbins’ intellectual property team in Bangkok has provided the latest updates to the Thailand chapter of Practical Law’s Intellectual Property Transactions Global Guide, a high-level comparative overview of intellectual property (IP) laws and regulations in 36 jurisdictions worldwide. The Intellectual Property Transactions in Thailand chapter focuses on business-related aspects of IP, such as the value of intellectual assets in M&A transactions and the licensing of IP portfolios. The topics covered include the following: IP assignment and licensing: Basis/scope and formalities, trade secrets and confidentiality, main terms for assignment/licensing Research and development collaborations: Improvements and derivatives, joint ownership Conducting IP audits to determine the contents of an IP portfolio IP aspects of mergers and acquisitions: IP due diligence, warranties and indemnities, transfer of IP rights Lending and security interests over IP rights Settlement agreements in IP litigation Agreements regarding rights over IP created by employees and consultants Competition law and exploitation of IP rights Tax (e.g., for IP licensing) and nontariff trade barriers To read the full Intellectual Property Transactions in Thailand chapter, please visit the Practical Law website.