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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]

Dino Santaniello

     +856 21 262 355

     [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]

Yaowarote Klinboon

     +66 2056 5700

     [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

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

Engaged to Advise Morgan Stanley on FX Trading Models

Retained by Morgan Stanley to provide regulatory advice on requirements and restrictions on the trading of currencies under Thai law applicable to various forex (FX) trading models.

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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

May 18, 2023
Thailand’s Office of the Securities and Exchange Commission (the “SEC Office”) has revamped various rules relating to private placements by listed companies with a view to streamlining the offering process and reducing the documentation required for submission to the SEC Office. Most of these rules were revised by the Capital Market Supervisory Board on December 28, 2022, and will come into effect on July 1, 2023. The key amendments in the new rules are summarized below. Elimination of Application Requirement Issuers are no longer required to apply to the SEC Office prior to offering their shares via private placement, according to new rules laid out in the Notification of the Capital Market Supervisory Board No. TorChor 28/2565 Re: Permission for Listed Companies to Offer Newly Issued Ordinary Shares via Private Placement (the “TorChor 28/2565 Notification”). The rules detailed in this notification will replace the current private placement rules under the Notification of the Capital Market Supervisory Board No. TorChor 72/2558 Re: Permission for Listed Companies to Offer Newly Issued Ordinary Shares via Private Placement. Under the TorChor 28/2565 Notification, issuers may offer their shares via private placements that are share offerings to no more than 50 high-net-worth or ultra-high-net-worth investors within 12 months, share offerings valued at no more than THB 20 million within 12 months, or share offerings to institutional investors (excluding share offerings to the issuer’s directors or employees), so long as the issuer complies with its information disclosure and corporate approval requirements, which remain mostly unchanged under the new notification. To fulfill these requirements, notice of a shareholders’ meeting must be submitted to all shareholders at least 14 days in advance, and the offering must be approved by a supermajority vote of the shareholders, which means approval by at least three-fourths of the shareholders present and
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April 21, 2023
In the context of low investor confidence in the bond market due to recent negative news and the difficulties in cash flow of bond issuers, especially those in the real estate and banking sectors, the government of Vietnam has taken action to address legal bottlenecks in order for the bond market to recover and develop sustainably. In contrast to the gentle hand offered to bond issuers shouldering the debts of corporate bonds, a more stringent approach is being applied to bond purchases by banks. This is being done to mitigate the negative impact of the bond market on Vietnam’s banking health. New Decree Loosens Requirements for Bond Issuers On March 5, 2023, the government promulgated Decree No. 08/2023/ND-CP (“Decree 08”), which took effect immediately, loosening requirements for bond issuers. The key changes under Decree 08 include the following: 1. Ability to negotiate repayment of bonds with in-kind payment: For corporate bonds in the domestic market, Decree 08 allows the bond issuer to negotiate with bondholders to make payment in assets other than cash if the bond issuer is unable to make full and timely payments of bond principal and coupon in VND according to the announced bond issuance plan. There are certain conditions which must be satisfied, such as bondholders’ consent, disclosure of the changes, and legal status of the assets used for payment (e.g., title, encumbrances, and material agreements involving the assets). 2. Ability to change terms and conditions of bonds: Previously, while, bond issuers were able to change the terms (such as extension of the term or use purpose of the bond proceeds) for corporate bonds issued after September 16, 2022, they were not allowed to do so for older corporate bonds. Now, Decree 08 allows the bond issuers to change the terms and conditions of the
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February 10, 2023
On January 16, 2023, Thailand’s Securities and Exchange Commission (SEC) prescribed a set of security measures that digital asset business operators must implement if they provide custody of digital assets for their customers. The new security measures are prescribed in two notifications from the SEC and its office on digital asset wallet management systems and cryptographic key management systems, with the aim of safeguarding digital assets in custody against loss, fraud, and cybertheft. The notifications took immediate effect. The new security measures and the management systems are summarized below. Policy and guidelines for managing systems related to digital asset custody Digital asset business operators must have a written risk management policy for all systems relating to digital asset custody, approved by their board of directors and made accessible to all employees. The policy must be reviewed or revised at least once annually, or promptly if any potential risks are identified. Specific procedures must be implemented, such as establishment of a compliance team and internal controls. Management of systems for digital asset wallets and cryptographic keys Digital asset business operators must have policies and procedures for managing all systems relating to digital asset custody. This includes properly designing, developing, and managing digital asset wallets in a safe and secure manner. The same requirement on policies and procedures applies to cryptographic key management as well. Management of incidents that may affect systems related to digital asset custody Digital asset business operators must have measures in place to manage incidents that may impact systems related to digital asset custody. The measures include designating a person responsible for incident management, testing and reviewing the incident management policy annually, reporting any incidents affecting digital asset custody to the designated responsible person and the SEC immediately, and conducting a digital forensic investigation with an independent
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February 6, 2023
Thailand’s Department of Business Development (DBD) has clarified that even after the amended Civil and Commercial Code (CCC) comes into effect on February 7, 2023, companies with articles of association pursuant to the previous CCC will still have to follow the previous requirements for publication of shareholders’ meeting notices. The amended CCC removes the requirement for companies to publish a notice in a local newspaper when calling a general meeting of shareholders. Instead, companies can call a general meeting of shareholders either by sending a notice by post with acknowledgement of receipt to every shareholder whose name appears in the register of shareholders or by delivering the notice in person. However, the amended CCC still requires companies that have issued share certificates to bearers to publish a notice at least once in a local newspaper or via electronic means, as prescribed by the relevant ministerial regulations. Notwithstanding these updated requirements, the DBD has issued a clarification explaining that the amended CCC coming into effect on February 7 will not usher in a blanket change to the way most companies are required to notify shareholders about a general shareholders’ meeting. If a company’s articles of association were made pursuant to a prior version of the CCC, that company will still need to publish a notice calling for a general meeting of shareholders in a local newspaper—even after the new amendment becomes effective. If companies would like to change their practice so that they no longer have to publish this notice, they will need to amend their articles of association after the effective date of the amended CCC. For more information on the new requirements of the amended CCC, or on any aspect of corporate laws and corporate governance in Thailand, please contact Prisna Sungwanna at [email protected], or Kobchai Nitungkorn at
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AWARDS & RANKINGS
January 30, 2024
The International Financial Law Review (IFLR) recently unveiled the shortlists for the IFLR Asia-Pacific Awards 2024, and Tilleke & Gibbins has been nominated for Thailand Firm of the Year at this competition recognizing outstanding legal firms and professionals across the Asia-Pacific region. The IFLR Asia-Pacific Awards are based on research by the IFLR team and careful selection by an internal panel of judges. The firm’s nomination conveys the firm’s continued commitment to excellence and its leading position in Thailand’s legal landscape. Winners of the IFLR Asia-Pacific Awards 2024 will be revealed at a gala dinner to be held in Hong Kong on March 20, 2024, at an event that will bring together industry leaders and legal professionals to celebrate excellence in the legal field. IFLR is a longstanding legal publication focusing on financial, transactional, and related matters in business law. To browse a full list of nominees for the IFLR Asia-Pacific Awards 2024, please see the shortlist on the IFLR website.
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January 18, 2024
Law.com International has unveiled the shortlists for the Asia Legal Awards 2024, and Tilleke & Gibbins has been nominated for awards in four categories.  The nominations include:  Southeast Asia Firm of the Year  Intellectual Property Firm of the Year (Asia-wide)  M&A Firm of the Year (Asia-wide)  TMT Firm of the Year (Asia-wide)   In addition to these regional firm nominations, Tilleke & Gibbins has also been acknowledged for its exceptional work in the field of restructuring and insolvency. The efforts of Tilleke & Gibbins’ dispute resolution team in connection with Thai AirAsia X’s business rehabilitation plan earned the firm a nomination for Restructuring and Insolvency Matter of the Year.   The winners of the Asia Legal Awards 2024 will be unveiled on March 14 at an in-person event in Singapore. For more information on the Asia Legal Awards 2024, and to browse a full list of nominees in all categories, please visit the Law.com International website. 
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January 18, 2024
Tilleke & Gibbins once again earned high marks across all six jurisdictions in the 2024 rankings from The Legal 500 Asia Pacific, which was released on January 17. This year, Tilleke & Gibbins’ rankings reflect continued excellence in the practice area rankings, plus new individual recognitions for eight more Tilleke & Gibbins practitioners. In total, Tilleke & Gibbins received 30 practice rankings—over a third of which are Tier 1.  The firm’s Thailand office earned 15 practice-area rankings:  Tier 1: Dispute Resolution, Intellectual Property, Labor and Employment, TMT (Technology, Media, and Telecommunications), Tax  Tier 2: Banking and Finance, Capital Markets, Corporate and M&A, Customs and International Trade, Insurance, Projects and Energy, Real Estate and Construction, Restructuring & Insolvency, Transport  Tier 3: Dispute Resolution: International Arbitration  Tilleke & Gibbins’ offices in Vietnam received rankings for 10 practice areas:  Tier 1: Data Protection, Intellectual Property (International Firms), Labor and Employment, TMT  Tier 2: Corporate and M&A   Tier 3: Dispute Resolution: International Arbitration, Dispute Resolution: Litigation   Tier 4: Banking and Finance, Projects and Energy  Firms to Watch: Real Estate and Construction  Tilleke & Gibbins earned five additional practice-area rankings in Cambodia, Indonesia, Laos, and Myanmar:   Tier 1: Laos (General Business Law), Myanmar (Corporate and M&A)  Tier 2: Cambodia (General Business Law); Indonesia (Intellectual Property); Myanmar (Projects)   In addition to the practice-area rankings, a record number of Tilleke & Gibbins lawyers were honored with individual recognitions. The Tilleke & Gibbins practitioners included in the 2024 rankings from The Legal 500 Asia Pacific are listed below:  Alan Adcock – Thailand – Intellectual Property  Athistha (Nop) Chitranukroh – Thailand – Insurance, TMT Chaiwat Keratisuthisathorn – Thailand – Real Estate and Construction Charunun Sathitsuksomboon – Thailand – Corporate and M&A Chusert Supasitthumrong – Thailand – Labor and Employment Darani Vachanavuttivong – Thailand – Intellectual Property  David Mol
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December 22, 2023
The latest edition of Asian Legal Business (ALB) magazine includes Tilleke & Gibbins partners Chuyen Hong Huu Le and Tram Ngoc Bich Nguyen in the magazine’s inaugural Vietnam Rising Stars list. This is the first time that ALB has published a list of rising stars in Vietnam’s legal profession, showcasing the exceptional talent and immense potential they bring to the industry. Chuyen and Tram are highly regarded for their acumen in dealing with various corporate and commercial legal matters, and their inclusion in the Vietnam Rising Stars 2023 list further showcases the dedication and skill that they bring to their work representing Tilleke & Gibbins’ clients. ALB‘s Vietnam Rising Stars 2023 list spotlights individuals demonstrating some of the most exceptional talent and potential within the legal profession in Vietnam. The list is determined through careful research into the lawyers’ work and consideration of feedback from clients and other market commentators. To read more about the Vietnam Rising Stars 2023 and explore the full list, please read the December 2023 issue of ALB.
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