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Capital Markets

Capital Markets

Key Contacts

Cambodia

Laos

Myanmar

Thailand

Vietnam

Jay Cohen

     +855 23 964 210

     [email protected]

Prisna Sungwanna

     +66 2056 5656

     [email protected]

Yuwadee Thean-ngarm

     +95 9 772 440 002

     [email protected]

Derrick Khoo

     +66 2056 5618 (TH) , +95 9 782 655 556 (MM)

     [email protected]

Patcharaporn Pootranon

     +66 2056 5714

     [email protected]

Kobkit Thienpreecha

     +66 2056 5534

     [email protected]

Tram Ngoc Bich Nguyen

     +84 28 6284 5668

     [email protected]

OVERVIEW

Our attorneys advise on the full spectrum of debt and equity instruments across Southeast Asia.

We represent global and regional corporations and funds looking to issue equity instruments and debt securities, and we advise underwriters and issuers on crucial matters of disclosure when they prepare to offer securities to the public or to private investors. Our specialists advise on all types of financial instruments (including loans, securities, mutual funds, property funds, bonds, and derivatives), financial workouts and restructuring, and investment in regional assets and capital markets.

We have advised on the listing and secondary listing of hundreds of companies on markets around the world, and are well-equipped to quickly and confidently advise on navigating the regulatory requirements needed to advance your interests in Southeast Asia and beyond. Our extensive experience guiding clients through capital market regulatory frameworks in Southeast Asia and beyond has enabled clients to achieve the cash flow to support their investment goals. Issuers, underwriters, shareholders, originators, trustees, and depositaries all rely on Tilleke & Gibbins to ensure that investments with a Southeast Asian element are sound and secure.

Case Studies
Thailand | Capital Markets

Assisted Chuwit Farm PCL with IPO and Listing on Thailand’s MAI

Acted as legal advisor to Chuwit Farm (2019) Public Company Limited (BKK:CFARM) on all legal aspects of its IPO and listing on Thailand’s Market for Alternative Investment (“MAI”), with its first day of trading commencing on June 6, 2024.

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Advised on One of the Most Successful Thai IPOs of 2020

We advised INDEX International Group PCL on their listing on Thailand's MAI, which closed it's first day of trading at 170.91% over the listing price.

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Thailand | Capital Markets

Advised BlackRock on Capital Markets Regulations in Thailand

Advised BlackRock on selling restrictions in Thailand related to BlackRock Global Funds—a fund that invests in equity, debt, and short term securities around the globe and seeks to maximize total return for investors.

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Experience

  • Facilitated client growth and increased capital for business operations by converting the client’s business from a private to a public company and listing its securities on the Market for Alternative Investment (MAI) stock exchange.
  • Represented a major Thai manufacturer in the IPO process, including preparation, conversion to public company, SEC filing, and SET listing. Several years after the IPO, the company has greatly prospered such that the owner has become one of the ten richest persons in Thailand.
  • Assisted one of China’s largest logistics companies with assets of over CNY 96.74 billion (about USD 15.3 billion), in the client’s planned IPO in a major Chinese stock exchange. To prepare for the IPO, we assisted the client in ensuring regulatory compliance by the client’s three subsidiaries in Thailand by conducting full legal due diligence on each subsidiary and issuing legal opinions for the client to submit to the China Securities Regulatory Commission.
  • Conducted and organized legal due diligence for a Thai food manufacturer on its Thailand operations and subsidiaries in Thailand and four other countries around Asia, in advance of its IPO and listing on the SET.
  • Advised a European company that launched its IPO on the NASDAQ and offered a portion of its IPO stocks to its employees around the world, including in Thailand, amounting to a value of over USD 300,000. Specifically, we advised on Thai securities law applicable to the employee stock option plan and arranged for filing reports with the SEC.
  • Advised and assisted a major Thai chicken farm in the amalgamation of the client’s company and three other companies in the same group in advance of the amalgamated company’s planned IPO and listing on the Stock Exchange of Thailand (SET). 
  • Advising on the first ever dual listing of a Cambodian company on the Stock Exchange of Thailand.
  • Advised the Thai subsidiary of a Japanese microfinance lender on laws and regulations related to conducting a microfinance business in Thailand, as well as the Securities and Exchange Commission of Thailand and the Stock Exchange of Thailand requirements for listing of a company.
  • Secured a license for our client to operate as a dealer of derivatives and related securities with the Thai SEC and obtained other necessary licenses and permits for our client to operate in Thailand.

PROFESSIONALS

RELATED INSIGHTS

October 1, 2025
In September 2025, Thailand’s Securities and Exchange Commission (SEC) accused a company listed on the Stock Exchange of Thailand (SET), including its current and former directors, of concealing material information in connection with its filing registration and draft prospectus. This recent enforcement action demonstrates the serious consequences of making false statements or appearing to conceal material information in IPO filings and ongoing disclosures. In addition to being subject to criminal penalties, such actions can impact the eligibility of directors and executives to serve and may cause lasting reputational damage. Key Legal Risks The Securities and Exchange Act B.E. 2535 (1992) (as amended) imposes strict liability for making false statements or concealing material information in IPO registration statements and draft prospectuses. In such cases, investors can claim for damages, and there are also criminal penalties, including imprisonment for up to five years and substantial fines, may apply to the company, its directors, and responsible officers. However, misstatements or omissions in IPO filings do not, by themselves, disqualify directors or executives from holding office, whether arising from an SEC accusation or even a final court judgment. In contrast, for ongoing disclosures after listing, such as financial statements, annual reports, and meeting notices, false or misleading statements or concealment of material information can result in not only criminal liability but also immediate disqualification of directors and executives. If the SEC accuses a listed company or its directors or executives of such misstatements or omissions, those directors or executives are immediately disqualified from their positions, even before a final court judgment. Director and Executive Qualifications Directors and executives must meet the SEC’s specified standards of trustworthiness, as set out in the relevant rules. The SEC clearly defines characteristics that are considered to demonstrate a lack of trustworthiness. For ongoing disclosures, being involved in
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July 2, 2025
On June 17, 2025, Cambodia’s Ministry of Economy and Finance issued Instruction No. 18574 on Tax Obligations for Share Premiums to clarify that enterprises are not required to pay any income tax on share premiums that meet the conditions set out in the instruction. As outlined in the relevant provisions of the Law on Taxation (Royal Kram No. NS/RKM/0523/004) and Prakas No. 578 MEF.PrK.GDT on Tax on Income, taxable income is the difference between an asset’s value at the beginning and end of a period. This calculation deducts capital contributions, which are not taxable. A share premium is the amount of money that a company receives in excess of the par value of a share when the company issues new shares to a shareholder through a share subscription. In other words, share premiums are capital contributions made by shareholders into the equity of the company and, as a result, are not taxable. However, the government may nevertheless view share premiums as taxable if the company fails to meet certain legal conditions. Cambodian law requires share subscriptions to be properly recorded in the company’s accounting books and supported by documentary evidence. The recent instruction states that if an enterprise does not have proper documentation, any increase in equity, such as a capital increase through share premiums, will be treated as taxable income in accordance with the law. The instruction provides the following example: Enterprise A issues 200,000 new shares to an investor. The shares were registered with a par value of KHR 4,000 per share and were sold for a sale price of KHR 10,000 per share. The share premium of KHR 1.2 billion, which is calculated by subtracting the total par value (KHR 800 million) from the total value of the new capital (KHR 2 billion), is a capital
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May 28, 2025
Tilleke & Gibbins attorneys in Vietnam have contributed the 2025 edition of Doing Business in Vietnam, a comprehensive Q&A-style resource from Thomson Reuters Practical Law that provides essential insights for companies navigating business operations in Vietnam. The guide presents a detailed overview of the country’s legal framework and regulatory environment, reflecting recent updates in Vietnamese legislation and practice. This annually updated guide offers key information on the following areas: Legal system: Structure of the Vietnamese judiciary and the role of codified law. Foreign investment: Conditions for market access, licensing requirements, foreign ownership restrictions, and investment incentives. Business vehicles: Formation and operation of legal entities, including limited liability companies, joint-stock companies, and representative offices. Employment: Employment contracts, social insurance, labor rights, and procedures for hiring foreign nationals. Tax: Overview of corporate income tax, personal income tax, value-added tax, and other tax obligations. Intellectual property: Procedures for protecting and enforcing patents, trademarks, copyrights, and other IP rights. Data protection: Compliance requirements under Vietnam’s data privacy laws, including the Personal Data Protection Decree. Competition law: Antitrust rules and regulatory oversight under the Law on Competition. Anti-bribery and corruption: Legal framework and enforcement practices aimed at curbing corrupt activities. E-commerce and digital business: Regulations governing online platforms, digital content, and cross-border services. Marketing and advertising: Laws and guidelines on advertising standards and consumer protection. Product regulation and liability: Safety requirements, product liability issues, and roles of relevant authorities. Doing Business in Vietnam is part of Practical Law’s global series of legal guides designed to support international practitioners and businesses. To access the most recent edition of the Vietnam guide, visit the Practical Law website and sign up for a free trial.
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May 9, 2025
Thailand’s Securities and Exchange Commission (SEC) has recently amended its regulation on the definition of professional investors, which aids in the issuance of notes to broader private funds by not requiring looking through to the qualifications of the actual investors. However, issuers of notes will still need to take care to comply with existing regulations. Notes under the Thai Regulatory Framework The topic of promissory notes was recently in the Thai news after being raised in a no-confidence debate against the government, so this is a fitting time to review the use of notes (in particular bills of exchange and promissory notes) as commonly used financial tools for lending in commercial transactions. These instruments serve as a means of debt settlement and can also be used for fundraising purposes. When using notes, issuers must consider not only tax laws but also fundraising regulations under the Securities and Exchange Act B.E. 2535 (1992). The SEC has classified notes issued to raise funds from more than 10 persons as securities requiring approval from the SEC and an effective filing of a prospectus, with certain exemptions. These exemptions include instances that are not considered “public fundraising,” such as notes issued: For debt settlement, For management of cash flow, which is common in commercial transactions, As evidence for lending within group companies (intragroup issuance), or For lending from financial institutions. In addition, private placement of notes is another route considered as having been deemed approved (i.e., not requiring an approval process if the required criteria have been met) and may be exempt from filing requirements, depending on the types of investors being offered notes. Private placement includes offering notes with a minimum face value of THB 10 million for each and maturity not exceeding 270 days from the issue date to professional investors,
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AWARDS & RANKINGS
September 12, 2025
The 2025/2026 edition of the IFLR1000 Asia-Pacific rankings, released by International Financial Law Review (IFLR), highlights Tilleke & Gibbins’ continued excellence in financial and corporate transactional work. The firm has maintained its strong rankings across multiple jurisdictions and practice areas while achieving notable upgrades and new recognitions, reaffirming its position as a leading firm in the Asia-Pacific region. This year, Tilleke & Gibbins received firmwide rankings in key jurisdictions, including: Thailand Banking & Finance—Tier 3 Capital Markets: Debt—Tier 3 Capital Markets: Equity—Tier 3 M&A—Tier 2 Project Development—Tier 2 Restructuring & Insolvency—Tier 3 Vietnam Banking & Finance—Tier 4 M&A—Tier 3 Project Development—Tier 3 Cambodia Financial & Corporate—Tier 2 Project Development—Tier 2 Laos Financial & Corporate—Tier 2 In addition to these firmwide rankings, Tilleke & Gibbins had several standout individual recognitions, with 12 lawyers honored in the 2025/2026 individual rankings—an increase from last year’s 10. This year’s results include upgraded rankings for John Frangos and new rankings for Charupat Boon-Long, Derrick Khoo, Prisna Sungwanna, and Saravut Krailadsiri. The full list is as follows: Charunun Sathitsuksomboon—Highly Regarded, M&A, Thailand; Women Leader Charupat Boon-Long—Rising Star, M&A, Thailand (new ranking) David Mol—Rising Star, Corporate and M&A, Cambodia Derrick Khoo—Rising Star (Partner), Financial and Corporate, Thailand (new ranking) Jay Cohen—Highly Regarded, Banking, Cambodia John Frangos—Highly Regarded, Restructuring & Insolvency, Thailand (upgraded ranking) Niti Muangkote—Rising Star, Financial & Corporate and Project Development, Laos; Highly Regarded, Banking & Finance, Thailand Prisna Sungwanna—Highly Regarded, Financial & Corporate, Laos (new ranking) Saithong Rattana—Notable Practitioner, Project Development and M&A, Laos Santhapat Periera—Highly Regarded, Banking & Finance and M&A, Laos; Highly Regarded, Banking & Finance, Thailand Saravut Krailadsiri—Notable Practitioner, Thailand (new ranking) Tram Ngoc Bich Nguyen—Highly Regarded, M&A, Vietnam To see the full set of IFLR1000 rankings for Tilleke & Gibbins’ jurisdictions, please see the Cambodia, Laos, Thailand, and Vietnam pages
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September 3, 2025
Tilleke & Gibbins is honored to announce that the firm has been shortlisted for three prestigious categories at the Asialaw Awards 2025. This year’s shortlist reflects the outstanding work of the firm’s teams across Southeast Asia and highlights their ongoing commitment to delivering exceptional client service in the region. In the firmwide category, Tilleke & Gibbins was nominated for: Cambodia Firm of the Year Laos Firm of the Year In the individual category, Prisna Sungwanna was shortlisted for Laos Female Lawyer of the Year, joining an impressive field of nominees from other leading firms. The Asialaw Awards celebrate the most outstanding firms and lawyers across the Asia-Pacific region. The 2025 winners are set to be announced at an awards ceremony in Ho Chi Minh City in November. For more information on the Asialaw Awards 2025 and to browse a full list of the nominees, please visit the Asialaw website.
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July 21, 2025
Tilleke & Gibbins has been nominated for Southeast Asian Firm of the Year at Law.com’s Asia Legal Awards 2025. This nomination follows the firm’s win last year and reflects the team’s ongoing commitment to delivering exceptional legal services across the region. The winner will be announced at the in-person awards ceremony in Singapore on September 10, 2025. For more information on the Asia Legal Awards 2025, and to browse the full list of nominees in all categories, please visit the Law.com International website.
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