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Corporate/M&A

Corporate/M&A

Key Contacts

Cambodia

Laos

Myanmar

Thailand

Vietnam

OVERVIEW

Our business and legal acumen sets clients on the path to business success.

Tilleke & Gibbins serves both international clients wishing to acquire operations in Asia and domestic clients wishing to invest in businesses abroad. We help companies structure and implement strategic transactions to achieve their business goals.

Our global and regional expertise in mergers, acquisitions, joint ventures, corporate restructuring, and other vehicles for equity investment accelerates integration and partnerships that span industries. With international legal experts throughout Southeast Asia, we are able to assemble a team for each matter that is tailored to the exact needs of each client. Our clients also tap into our worldwide network of associated law firms to assist with cross-border transactions, and benefit from our unique ability to negotiate and draft strong contracts in languages including Thai, Vietnamese, Japanese, Chinese, and English.

Our renowned one‐stop center for strategic legal advice and assistance on all corporate needs affords clients convenience and economy of costs. We specialize in the mechanics of starting and operating a business across Southeast Asia, including registration, licenses and permits, company secretarial services, tax matters, employment, immigration, regulatory affairs, and property.

Experience

  • Worked closely with Tsar & Tsai Law Firm to represent CTBC Bank, one of the largest privately owned banks in Taiwan, in its THB 4.2 billion (approx. USD 128 million) direct acquisition of an additional 10.99% stake in LH Financial Group Public Company Limited, which owns LH Bank, among other subsidiaries in Thailand.
  • Represented a leading pharmaceutical company in Thailand and Vietnam in connection with its merger with another multinational pharmaceutical company. We advised on various commercial agreements. We also provided guidance on the procedural steps and permits required before and after the integration of the two companies and implications in terms of employees, businesses, licenses, reorganization, etc. After the integration became effective, we helped the subsidiaries comply with various legal requirements and assisted our client in obtaining the necessary permits.
  • Helped a manufacturer establish a subsidiary for the purpose of relocating its production facility to Thailand. The project was promoted by the Board of Investment and had an investment value of more than THB 100,000,000. We reviewed the joint venture agreement and advised on corporate law, relevant regulations, and necessary permits. We assisted the client in obtaining  permits from the Industrial Estate Authority of Thailand and the Board of Investment to buy land and initiate the project. In addition, we conducted a thorough review of the deposit agreement, land purchase and sale agreement, and utilities service agreement.
  • Represented Amcor, a leading manufacturer and distributor of metal, plastic, and paper packaging, in the acquisition of five Thai subsidiaries of Alcan Packaging from Rio Tinto. Our representation was part of a larger global acquisition valued at US$1.95 billion.
  • Conducted due diligence on behalf of a financial institution considering whether to finance the build out of a state-owned operator’s planned 3G network in Thailand and advised the financial institution regarding risk factors. The proposed loan amount as publically disclosed exceeded USD 500,000,000.
  • Advised a diversified manufacturing company in regard to Thailand acquisition financing related to its global acquisition of a plastic division in a USD 11.6 billion cash deal. We assisted in the acquisition of the Thai subsidiaries of the plastic division.
  • Acted on behalf of Summit Capital Leasing Company Limited, a Sumitomo Corporation Group company, in the THB 2 billion sale of its auto leasing business to Ayudhya Capital Auto Lease Public Company Limited.
  • Advised a financial fund from Australia on establishing a subsidiary for the purpose of acquiring the pharmaceutical department of a large multinational corporation in Thailand. In order to facilitate this key acquisition, we provided guidance on the regulations on importing and distributing pharmaceutical products in Thailand, as well as on the establishment of a Thai subsidiary. We assisted the client in obtaining approval from the Board of Investment of Thailand. By providing related tax advice, we were able to help the client plan and mitigate tax implications of importing and distributing products from Australia, including advice on regulatory requirements from the Food and Drug Administration. The total value of the project exceeded USD 20,000,000.
  • Represented Saab AB, a leading European security and defense company, in its acquisition and joint venture of 40% shares of Avia Satcom Co., Ltd. and its three local subsidiaries. Avia Satcom is Thailand’s leading supplier of high-tech telecommunication products to defense customers and it provides such services as systems integration and software development, telecommunications and support solutions, and aircraft modification and avionics services.
  • Assisted a Japanese plastics molding company in its share acquisition of a foreign-owned injection molding subsidiary with over 900 local employees in two separate facilities.
  • Assisted in structuring an airline alliance. As two major international carriers were organizing a joint venture, the firm was approached to assist. The joint venture is now in operation, and has helped to position both carriers for improved profitability.
  • Applied for and obtained an investment certificate for a rapidly expanding U.S. Internet company to set up shop and conduct business in Vietnam. Worked with the client to secure a local joint venture partner and structured the deal to allow the client to retain independence and control of the company.
  • Advised a leading producer of semiconductor processing equipment on contracts between the target company and a third party.
  • Secured an Alien Business License for the world’s leading online booking website, which was a first and landmark achievement in this industry. Despite the fact that the governing authorities normally reserve all tourism operations for Thai nationals, we succeeded in convincing these decision makers of the great value that this business would add to Thailand and its economy. We coordinated and secured the approval of each authority and, ultimately, obtained the Alien Business License for our client.
  • Represented the world’s leading car seat maker in critical negotiations with the Board of Investment (BOI) on potential revocation of all benefits and privileges, which could have led to damages of over USD 20,000,000. In addition to our overwhelming victory at the BOI, we successfully obtained several Alien Business Licenses, which will allow the clients’ subsidiaries in Thailand to provide service to affiliates in the region.
  • Represented a leading electronic toll collection system provider as its sole legal counsel since the commencement of its operations in Thailand in 2006. In this capacity, we have assisted our client in bidding for government contracts, obtaining BOI promotion, and all other compliance matters.
  • Assisted a leader in branded lifestyle apparel on all aspects of establishing a Regional Operating Headquarters (ROH) in Thailand, including legal assistance on leasing approximately 1,000 square meters of office space.
  • Assisted a subsidiary of a Korean manufacturing conglomerate in establishing a branch office in Thailand to operate a service business for a project of an international energy company.
  • Applied for and obtained an investment certificate for one of the largest pharmaceutical companies in the world. This included researching complex licensing and capitalization issues to limit the company’s liability and advised on the proper amount of investment capital.
  • Assisted a successful Malaysian trading company in establishing a representative office in Thailand to source consumable and non-consumable products, verify the quality of the products, and report to its head office.
  • Helped a diversified steel products company select the appropriate Vietnamese business model  and adapt their documents for doing business in Vietnam.
  • Helped a multinational company establish a foreign direct investment company engaged in the import/export and distribution of mobile phones and computers.  The established company is one of the few foreign-owned companies permitted to do business in this sector in Vietnam.
  • Advised a leading pharmaceutical company that previously operated as a representative office in Vietnam on establishing a pharmaceutical import company.  We assisted the client with closing its representative office and establishing the wholly-owned foreign enterprise to import pharmaceutical products.
  • Provided in-depth advice to a global software solutions provider on doing business in Vietnam.
  • Advised an international technology company on operating a representative office in Vietnam, including advising on the scope of work of a representative office, employment matters, tax matters, and government filing requirements. We prepared Vietnamese and English versions of labor contracts.
  • Prepared the application dossier and all additional documentation required to establish a 100% foreign-owned company engaging in the distribution of industrial tools in Vietnam. We also assisted the client with leasing office space.

PROFESSIONALS

RELATED INSIGHTS

August 18, 2026
The Bank of Thailand (BOT) is seeking public comment on proposed amendments that would significantly expand know-your-customer (KYC) and customer due diligence (CDD) requirements for cash-related transactions at financial institutions (FIs) and specialized financial institutions (SFIs). Released on August 5, 2026, the proposed regulation would supersede BOT Notification No. 16/2569, which focused primarily on cash withdrawal transactions. The public comment period is open through September 3, 2026. The amendments reflect concerns that FIs and SFIs may be used to facilitate the movement, concealment, and conversion of criminal proceeds, potentially damaging institutional operations and public confidence in the financial system. Expanded Scope of Covered Transactions The most significant change is the broadening of the definition of “cash-related transactions.” Previously, the regulation covered only cash withdrawals and uncrossed check withdrawals. The amended regulation extends coverage to include: Cash deposits, check deposits, or receipt of funds from the public not in the form of deposit accounts; Thai baht (THB) banknote exchange (different denominations); Receipt of cash for issuing checks and drafts; and Purchase, sale, or exchange of foreign banknotes. Mandatory Identity Verification and Risk Management For all cash-related transactions, FIs and SFIs must require customers, or authorized or delegated persons, to present identification or verify their identity before every transaction, including one-time (walk-in) transactions. Specific identification requirements vary by transaction type, customer nationality, and channel (branch vs. electronic). FIs and SFIs must also establish comprehensive risk management processes and procedures for cash-related transactions. These requirements include identifying customers or authorized representatives in accordance with transaction-specific verification standards, analyzing customer behavior, implementing risk-management measures proportionate to the customer’s risk profile, and recording abnormal behavior in relevant systems. The BOT also encourages institutions to proactively guide customers toward transaction channels that offer greater traceability than cash. For corporate customers in high-risk business sectors—including foreign
August 11, 2026
Cambodia’s Ministry of Justice has launched a new platform on its official website to publish notices of forced sales issued by each municipal and provincial court of first instance. The platform’s stated purpose is to inform the public and facilitate greater participation in forced-sale auctions conducted in connection with court-ordered enforcement proceedings. How the Platform Works The platform publishes forced-sale notices from courts of first instance across Cambodia’s municipalities and provinces and includes a link where the public can view properties currently subject to forced sale. To participate in a forced-sale auction, individuals can download Khmer-language bidding application forms through links provided on the platform. The form typically requires the applicant’s name, sex, year of birth, identity card number and issue date, and address, together with details identifying the immovable property (including its ownership certificate number), the relevant enforcement case number and date, and the reference to the public auction or tender announcement issued by the court. Completed application forms must be submitted directly to the specific municipal or provincial court that issued the forced sale. For further inquiries about a particular forced sale, interested parties should likewise contact the relevant municipal or provincial court. Forced Sale of Immovable Property in Cambodia The publication of these notices relates to the forced sale procedure for immovable property under Cambodia’s Code of Civil Procedure (CPC). Unlike property seizure by a court, a forced sale is a compulsory execution proceeding—a subsequent enforcement step that arises only after an underlying dispute has been adjudicated and a debtor fails to pay the debt or outstanding amount due under a final and binding judgment or other enforceable title of execution. For the purposes of this procedure, the term “immovable property” under the CPC refers to land, registered buildings, jointly held shares of such property, registered
July 15, 2026
On July 8, 2026, Thailand enacted a new law significantly expanding the framework for government service delivery and licensing facilitation. The Facilitation of Licensing and Public Services Consideration Act B.E. 2569 (2026) (Facilitation Act 2026) replaces and expands the framework of governmental services under the Facilitation of Official Licensing Consideration Act B.E. 2558 (2015) (Facilitation Act 2015) and broadens its scope to cover public services, administrative processes, and public benefits. The Facilitation Act 2026 aims to modernize government services by promoting e-filing, reducing administrative burdens and repeated document requests, and improving predictability. For businesses, this should ease compliance and shorten approval timelines, subject to implementing regulations and agency readiness. Public Services Facilitation Scope The Facilitation Act 2015 applied mainly to permissions, registrations, and notifications required before conducting activities that require licenses, certificates, permits, approvals, or registrations. The Facilitation Act 2026 broadens this framework to include public services and other benefits, such as welfare, subsidies, and grants, provided to Thai citizens, expanding government agencies’ responsibilities beyond licensing facilitation into a wider administrative-service framework. It also introduces a broader definition of “government agency” to include central, regional, and local government bodies, state enterprises, public organizations, and other state entities. Licensing Changes The Facilitation Act 2026 introduces a “super license” (termed a “main license” under the act) that exempts the holder from obtaining multiple related or ancillary licenses issued by different government agencies. Obtaining a super license deems the licensee to have automatically obtained the related “sublicenses” required to conduct the relevant activities. The cabinet will designate eligible activities by royal decree. The act also introduces an expedited licensing option, allowing applicants to pay an additional fee to fast-track their applications in urgent cases. Expedited processing must not interfere with standard application timelines. The criteria, procedures, conditions, and fees for expedited licensing
July 10, 2026
Vietnam has taken a significant step in regulating its e-commerce sector with the issuance of a new decree guiding the country’s recently enacted Law on E-Commerce. Decree No. 248/2026/ND-CP, issued on June 30, 2026, and taking effect the following day, addresses mandatory platform policies, registration requirements for offshore platforms, additional obligations on platform operators, and market access conditions for foreign investors. Mandatory Policy Contents The decree sets out detailed guidance on the required contents of various platform policies, covering pricing, payment, display priority, livestream sales, delivery, returns, method of service provision, and service termination and refunds. Clarification of Obligations for Platform Operators The decree provides clarification of the obligations applicable to platform operators. Notably, intermediary e-commerce platform operators with online ordering functions must: Collect specific information to implement electronic identity verification of sellers; Cooperate with regulators by reporting online through the state e-commerce management system and by blocking, suspending, or removing content upon request of a competent authority; Maintain a mechanism to store contract data, including price, product or service information, and parties’ information, for at least three years from the date of contract conclusion; and If qualifying as a “large digital platform” under consumer protection law, maintain an online system for receiving and handling complaints and requests, and comply with enhanced content-removal requirements. Registration Requirements for Offshore Platforms Offshore e-commerce platforms, whether direct-sales, intermediary, social-network-based, or integrated, that conduct e-commerce activity in Vietnam must register with the Ministry of Industry and Trade if the platform: Allows Vietnamese-language selection; Uses a “.vn” domain; or Reaches 100,000 or more transactions with Vietnam-based buyers within a calendar year. Notably, the registration requirement now captures not only traditional intermediary platforms, but also direct-sales platforms. Foreign Investment Conditions Foreign investors holding a controlling interest in an intermediary e-commerce platform, a social media platform
AWARDS & RANKINGS
December 17, 2025
Tilleke & Gibbins is pleased to announce that Jay Cohen and John Frangos have been recognized in the Lexology Index: Client Choice 2026 report as two of the world’s leading practitioners in their respective fields. Jay Cohen is recognized for his work in franchising, while John Frangos is cited for outstanding work in investigations. The Client Choice awards highlight lawyers who stand out for excellence in client care and the quality of their service. Established in 2005, Client Choice is distinctive in that winners are selected solely based on nominations from corporate counsel. Only one lawyer per practice area is recognized in each jurisdiction. This recognition reflects sustained commitment that Jay and John have shown to delivering practical, client-focused advice and achieving strong outcomes across complex and often sensitive matters. The full Lexology Index: Client Choice 2026 results are available on the Lexology website.
December 12, 2025
Tilleke & Gibbins has maintained its strong market position in the newly released Chambers Asia-Pacific 2026 rankings, with six Band 1 honors in core practices and consistently strong performance across the entire region. In addition to the exceptional practice-area rankings, 33 lawyers were recognized across 11 practice areas.
December 1, 2025
Tilleke & Gibbins is pleased to announce that the firm has been honored with two awards at the 2025 Lexology Index Awards in London, this time picking up both the Thailand and Vietnam Country Awards. Formerly known as the Who’s Who Legal Awards, the Lexology Index Awards celebrate outstanding achievements by firms and individuals identified through Lexology’s extensive global research process. Tilleke & Gibbins’ continued success in this forum reflects the exceptional expertise and dedication of its team, whose commitment to delivering the highest caliber of legal services continues to set a benchmark in the industry. The firm extends its gratitude to its talented professionals and valued clients for their continued trust and support. A full list of the winners of the 2025 Lexology Index Awards is available on the Lexology website.
November 20, 2025
Tilleke & Gibbins is pleased to share that Asia Business Law Journal (ABLJ) has released its A-List of Thailand’s Top 100 Lawyers and its exclusive Legal Icons list for 2025. This year, Darani Vachanavuttivong has again been named a Legal Icon, recognizing her as one of the most distinguished professionals in Thailand’s legal community. In addition, nine other Tilleke & Gibbins lawyers have been named among Thailand’s Top 100 Lawyers. The full list of honorees is: Alan Adcock Charunun Sathitsuksomboon Chusert Supasitthumron (new ranking) Athistha (Nop) Chitranukroh Darani Vachanavuttivong (Legal Icon) Kobkit Thienpreecha Nuttaphol Arammuang Pimvimol (June) Vipamaneerut Thawat Damsa-ard Tiziana Sucharitkul The ABLJ A-List is compiled through extensive research, including nominations and feedback from in-house counsel worldwide and international law firm partners who focus on Thailand. The editorial underscores the demand for lawyers with unmatched expertise, a dedication to quality, and a proven ability to deliver strategic, innovative solutions. To view the full list and the accompanying editorial analysis, please visit the ABLJ website.