The 2011 version of The International Comparative Legal Guide to: Corporate Governance, published by Global Legal Group Ltd., looks at the current issues and main sources of corporate governance legislation, along with shareholder, management, corporate social responsibility, and transparency issues.Tilleke & Gibbins attorneys Michael K. Lee and Tu Ngoc Trinh were responsible for writing the guide’s Vietnam chapter.

Most parties to a contract may not appreciate the importance of a properly drafted arbitration clause until they find themselves in a dispute. International arbitration has become a principal method of resolving disputes between states, individuals, and corporations in almost every aspect of international trade, commerce, and investment. This popularity stems from the often flexible and efficient nature of arbitration.

Financing in the real estate sector ranges from borrowing money from a bank or shareholders of the real estate entity to issuing bonds to the public. In Vietnam, real estate developers may even mobilize funds from purchasers of an apartment that is under construction for an advanced payment to finance the project. This article discusses the financing provided by Vietnam-based banks to real estate sector businesses in Vietnam.

The legislative process in Asia is increasingly opening up to public comment and participation. Smart companies take advantage of this by monitoring the latest developments and actively participating in informing, educating, and advocating knowledge with policymakers. By forming key relationships with policymakers, companies can improve their ability to successfully negotiate the bureaucratic obstacles that they may encounter when doing business in Thailand.

Franchising has become a successful business model globally, and Thailand has been no exception. According to information from the Franchise & Thai SMEs Business Association, there are approximately 400 Thai franchisors seeking franchisees for businesses ranging from restaurants to daycares and from tutoring institutions to convenience stores. Currently, there are over 10,000 franchisees in Thailand. Franchising businesses are rapidly expanding, yet Thailand still lacks a specific regulatory law to govern such businesses.

On May 2, 2011, the Office of the United States Trade Representative (USTR) announced the results of its Annual 301 Report, listing those countries which it deems do not provide sufficient protection to intellectual property rights owners.As part of the report process, an Out-of-Cycle Review was conducted by the USTR in Thailand at the beginning of 2011, by interviewing members of the public and private sectors in order to gather feedback. Representatives of international stakeholders, such as PhRMA and other NGOs, were also able to submit their yearly reports.

Corporate relocation is common in Thailand. Despite their best intentions, however, many employers find themselves in violation of Thai labour laws during the relocation process. This article explains the steps an employer should follow to ensure that the relocation is in compliance with Thai law.Under Section 120 of the Labour Protection Act, if the relocation of a company affects the ordinary course of an employee’s life or that of his or her family, an employer must adhere to a specific procedure:

Thailand’s desire to increase its competitiveness as an investment destination has led to the passage of the Trade Secret Act 2002 (TSA). The TSA is the most recent law on the protection of industrial property rights in the Kingdom and complies with Article 39 of the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS Agreement). For all its virtues, however, the TSA contains a loophole that may undermine its central goal of preventing unfair competition in Thailand—the TSA does not explicitly vest ownership of a trade secret in a single owner.