Under Thai law, authorized directors stand as a company’s mind and will and, as such, may incur personal criminal liability for acts or omissions committed in the course of company business. When allegations surface, directors must be prepared for the practical reality that, before guilt or innocence is ever adjudicated, they could be deprived of liberty unless bail release is promptly achieved through the competent legal authority. When Bail Can Be Granted Two procedural moments trigger the need to consider bail. The first arises during the investigative phase, when a claim is lodged against a director with the competent law enforcement authorities. Upon receipt of a complaint, the assigned inquiry officer summons the director for questioning, compiles evidence, and ultimately forwards a prosecution or nonprosecution recommendation to the public prosecutor. Although the public prosecutor retains ultimate discretion to indict an accused director, the police or prosecutor may conclude that pretrial detention is necessary and may therefore apply to the court for an order to hold the director in court custody. The second moment occurs after a criminal case is filed directly with the court. This occurs once a court accepts a criminal case filed by a prosecutor against a director or, alternatively, when the court accepts a case filed by an individual for trial. For cases filed by individuals, the plaintiff presents prima facie evidence at the preliminary hearing, and the court will accept the complaint if it finds sufficient grounds, thereby conferring upon the director the status of a criminal defendant. Upon acceptance of the criminal case, the court then has the inherent authority to order custody pending trial unless the defendant secures bail release. Procedural Considerations Experienced litigants typically prepare bail security in advance and submit a bail petition at the earliest possible time. While there are

On June 6, 2025, the Superior People’s Court in Hanoi overturned a non-use cancellation decision by the Intellectual Property Office of Vietnam, a rare and impactful occurrence. In a ruling that may help clarify the enforcement of Vietnam’s IP Law, the court held that valid trademark use can be established through commercial arrangements where the brand owner maintains actual control over the use of the mark, and is not confined to relationships governed by a so-called “formal license agreement. Background: Cross-Border Use, Local Challenge A Singapore company owns a well-known brand of consumer products that has gained recognition across Southeast Asia. In recent years, the brand has been targeted by several unauthorized trademark filings in Vietnam. In one such instance, a local Vietnamese trading company—previously linked to the production and export of counterfeit goods to neighboring countries—filed a non-use cancellation against the Singapore company’s mark and sought to register it under its own name. If the cancellation had been upheld, it would have enabled a complete hijacking of the brand. The IP holder operates in Vietnam through a structured cross-border supply chain. Under an agreement between two related foreign entities, one of which managed regional operations, production orders were placed through a designated Vietnamese company. While the Vietnamese manufacturer was not a party to the agreement, its role in using the mark was recognized and governed by internal and commercial documentation. The Vietnamese manufacturer lawfully obtained the necessary permits, regulatory approvals, and customs clearances for producing the goods in Vietnam. These activities were supported by banking records and internal communications, evidencing active, continuous use of the mark in Vietnam. However, the IP Office concluded that this use did not meet the statutory criteria because the Vietnamese manufacturer did not have a direct license agreement with the brand owner, as

Tilleke & Gibbins has contributed the Vietnam chapter to Corporate Governance 2025, part of the International Comparative Legal Guides (ICLG) series published by Global Legal Group. This respected guide offers comprehensive, jurisdiction-specific overviews of corporate governance laws and practices around the world. Each jurisdictional chapter follows a clear Q&A format, providing practical insights into critical issues such as: Sources of corporate governance regulation Shareholders’ rights, powers, and responsibilities Structure and duties of management bodies Stakeholder involvement in governance Transparency and reporting requirements ESG and sustainability-related obligations Cybersecurity and technology-related disclosures The Vietnam chapter was authored by Tram Ngoc Bich Nguyen, Truc Thi Thanh Tran, Dung Thi Phuong Le, and Quang Minh Vu, members of Tilleke & Gibbins’ corporate and commercial team in Ho Chi Minh City. The authors provide detailed analysis of Vietnam’s corporate governance framework, including recent developments such as the 2025 amendments to the Law on Enterprises requiring disclosure of ultimate beneficial ownership and the increasing emphasis on sustainable business practices and responsible corporate conduct. The chapter also discusses practical considerations for foreign investors in Vietnam, such as overlapping signing authorities between key company officers, enforcement of shareholders’ agreements, and disclosure obligations related to ownership and management roles. The complete Vietnam chapter is available as a PDF below. The Vietnam chapter—and the full Corporate Governance 2025 guide—are also freely available on the ICLG website.

In cross-border disputes, a recurring concern for claimants is whether they can protect respondents’ assets located in jurisdictions other than the seat of arbitration. This article explores whether Thai courts can issue interim measures, such as freezing orders, under Section 16 of the Thai Arbitration Act (2002) to support an arbitration seated outside of Thailand. Requesting Interim Measures Section 16 provides that a party to an arbitration agreement may request that the court impose interim measures, either before or during arbitral proceedings. If the court determines that it would have been able to impose such measures had the proceedings been conducted in court, it may proceed as requested. Notably, Section 16 does not limit its application to arbitrations seated in Thailand. It simply refers to “a party to an arbitration agreement,” which arguably includes both domestic and international arbitrations. Further, it allows for applications even before arbitration is commenced, provided that the arbitration is initiated within thirty days from the issuance of the order (or other period the court prescribes). A Hypothetical Scenario Consider the following scenario: Company A, incorporated in the Netherlands, and Company B, incorporated in the Cayman Islands, have entered into a contract containing a clause requiring arbitration at the Singapore International Arbitration Center (SIAC). A dispute arises, and Company A commences arbitration at SIAC. Company B holds significant assets in Thailand, such as bank accounts or real estate. Concerned that Company B might dispose of its assets before an award is rendered, Company A applies to the Thai court seeking a freezing order over those assets. Can the Thai court issue such an interim measure? The answer is not straightforward. Thai law is silent regarding whether Section 16 applies to arbitrations seated outside Thailand, leaving the door open for argument. Some academic sources suggest that