You are using an outdated browser and your browsing experience will not be optimal. Please update to the latest version of Microsoft Edge, Google Chrome or Mozilla Firefox. Install Microsoft Edge

HOME
//
SERVICES
//
Corporate/M&A

Corporate/M&A

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]

Charunun Sathitsuksomboon

     +66 2056 5541

     [email protected]

Kobkit Thienpreecha

     +66 2056 5534

     [email protected]

Tram Ngoc Bich Nguyen

     +84 28 6284 5668

     [email protected]

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.

Case Studies
Thailand | Corporate/M&A, Fintech

Acted for Satang Corporation and Shareholders in Sale of 97% Stake to KBank

Acted for Satang Corporation and its shareholders in the sale of a 97% stake to Unita Capital, a wholly owned subsidiary of Kasikornbank PCL. This transaction is the largest successful and complete acquisition of a digital asset exchange operator licensed by the Thai Securities and Exchange Commission, marking an important milestone for the Thai digital asset industry.

Read More
Thailand | Corporate/M&A, Tax

Prime Packaging’s THB 580m Sale of 100% Stake to BG Container Glass

Acted as legal counsel to the shareholders of Prime Packaging Co., Ltd. in the THB 580 million sale of a 100% stake in the company to BGC Packaging Co., Ltd., a subsidiary of BG Container Glass PCL.

Read More
Vietnam | Technology | Corporate/M&A

Assisted Regional Tech Startup Carousell on Major M&A in Vietnam

Assisted Carousell with due diligence, documentation preparation, and filings with Vietnamese licensing authorities in connection with its M&A with a subsidiary of a Norwegian telecommunications company, a deal that valued the combined company at USD 850 million.

Read More
Regional | Life Sciences | Corporate/M&A

USD 1.6 Billion Global Acquisition and Asset Swap for FMC Corporation

Acted for FMC Corporation on several Cambodia, Thailand, and Vietnam elements of its USD 1.6 global acquisition and asset swap DuPont.

Read More
Thailand | Corporate/M&A

CTBC Bank’s USD 128 Million Acquisition of Shares in LH Financial Group Public Company Limited

Represented 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.

Read More

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

June 23, 2026
Thailand’s Board of Investment (BOI) has significantly revised its post-approval compliance framework for projects that receive investment promotion incentives, replacing the previous semiannual reporting system for project progress with a new quarterly reporting regime. The initial report is due by July 30, 2026, covering the second-quarter reporting period of April to June 2026. The new requirements—implemented through BOI Announcement No. 8/2569 and Office of the BOI Notification No. Por. 8/2569, both of which became effective on March 30, 2026—apply both to newly promoted projects and to existing promoted projects that remain in the implementation stage. Background Under the previous reporting framework, BOI-promoted companies that had not yet commenced full operations were generally required to submit reports on project progress to the BOI twice a year (February and July) through the BOI’s e-Monitoring system. By adopting a quarterly reporting regime, the BOI seeks to strengthen monitoring and evaluation of investment progress and project implementation. Reporting Requirements Under the new regulations, BOI-promoted companies must submit project progress reports on a quarterly basis during the implementation phase of a promoted project. The reporting periods and submission deadlines are: Q1 (January–March): April 30 Q2 (April–June): July 30 Q3 (July–September): October 30 Q4 (October–December): January 30 of the following year The quarterly reporting obligation runs from the date the BOI promotion certificate is issued until the BOI grants approval for commencement of full operations. For newly promoted projects, no quarterly report is required for the quarter in which the BOI promotion certificate is issued—the first reporting obligation arises in the immediately following reporting period. All project progress reports must be submitted electronically through the BOI’s e-Monitoring system. The existing annual reporting requirement also remains in effect, requiring promoted companies to submit an annual operating results report through the e-Monitoring system by July 31 of
Read More
June 9, 2026
On April 28, 2026, the Central Bank of Myanmar (CBM) issued Notification No. 18/2026 introducing the new Foreign Remittance Business Regulations. The new regulations apply to companies intending to operate foreign remittance businesses in Myanmar that are not licensed banks, non-bank financial institutions, or other financial institutions. The regulations supersede and replace the previous regulatory framework governing foreign remittance businesses under CBM Notification No. 21/2019. While the overall structure remains familiar, the new regulations introduce more detailed requirements for licensing, operations, reporting, and compliance, with a stronger focus on transparency and regulatory oversight. Broader Licensing Requirements Under the new regulations, applicants must submit detailed business plans describing the use of information technology and mobile platforms, along with clear plans for handling remittances from workers abroad and resolving customer complaints. Financial Thresholds and Reporting Requirements The baseline financial thresholds remain unchanged. Licensees must maintain a security deposit of MMK 100 million in an escrow account, along with a separate revolving fund dedicated solely to remittance operations. The new regulations introduce more structured reporting obligations. Licensees are now required to submit daily remittance transaction data by the next business day before noon, in addition to monthly and periodic reporting requirements. Foreign bank account statements must also be submitted regularly, and licensees must provide updates on business operations every six months. Strengthened AML and CFT Framework The new regulations place a greater emphasis on anti-money laundering (AML) and counter financing of terrorism (CFT), with tighter controls over management changes. Any changes in shareholding, share transfers, or the appointment of key management personnel such as the managing director require prior approval from the CBM. Licensing Fees and Validity The new regulations increase licensing costs, while maintaining the same validity period of three years. The new regulations provide more detailed grounds for suspension and
Read More
June 4, 2026
On May 19, 2026, the Cabinet of the Royal Thai Government approved, in principle, revisions to Thailand’s visa exemption scheme and visa on arrival (VOA) program, as proposed by the Ministry of Foreign Affairs and the Ministry of Tourism and Sports. The revisions represent a tightening of Thailand’s immigration framework and will affect a broad range of short-term visitors. Background On July 15, 2024, Thailand expanded its visa exemption scheme by increasing the permitted period of visa-exempt stay from 30 days to 60 days in order to promote tourism, support the country’s post-pandemic economic recovery, and facilitate international travel. Under this revised scheme, passport holders from 93 countries and territories (an increase from the previous 57 countries and territories) have been permitted to enter Thailand without a visa and remain in the country for up to 60 days per entry for purposes including tourism, business engagements, urgent work, and ad hoc assignments. In addition, eligible visitors may apply at the Thai Immigration Bureau for a further 30-day extension of stay. Key Changes The proposed revisions would revoke the current 60-day exemption and reinstate the previous stay period, thereby reducing the maximum permitted stay for eligible travelers to 30 days per entry. In addition, the number of countries and territories eligible under the 30-day visa-exemption scheme is expected to be reduced to 54. The scope of the VOA scheme would likewise be significantly narrowed, with the number of eligible countries reduced from 31 countries to just four (Azerbaijan, Belarus, Serbia, and India). Further, Thailand is expected to introduce a new 15-day visa exemption category for nationals of Seychelles, the Maldives, and Mauritius. The revised framework would also limit each country or territory to a single visa exemption privilege in order to simplify Thailand’s immigration framework and reduce overlapping immigration privileges.
Read More
May 25, 2026
After several years of policy discussion and continued efforts led by the Ministry of Commerce (MOC) to relax the list of reserved businesses under the Foreign Business Act B.E. 2542 (1999) (FBA), the reform process has now reached a significant milestone. On May 12, 2026, the Thai cabinet approved in principle two draft subordinate legislative instruments aimed at delisting certain reserved business activities under the FBA and reducing licensing requirements for foreign business operators. These developments signal a renewed and concrete effort by the government to modernize Thailand’s business regulatory framework in order to attract foreign investment and boost Thailand’s competitiveness in the global market. Nine Businesses Set for FBA Delisting Below is a list of the nine businesses that are being targeted for delisting from the FBA’s restrictions. A draft ministerial regulation would delist the first eight reserved businesses, while a royal decree has been drafted to delist the ninth business: Telecommunications services (Type 1 license only, covering operators without their own telecommunications infrastructure), under the supervision of the Office of the National Broadcasting and Telecommunications Commission. Treasury center services subject to the Foreign Exchange Control Act B.E. 2485 and under the supervision of the Bank of Thailand. Securities-collateralized lending, pursuant to the laws governing securities and exchange and derivatives regulated by the Securities and Exchange Commission. Agency, dealer, advisory, or fund management services relating to derivatives where the underlying assets fall outside the scope of the Derivatives Act B.E. 2546 (2003) Intra-group shared services, including administrative, human resources, and IT functions Intra-group domestic debt guarantee services Leasing of partial space for installation of financial service machines and automatic vending machines for employee use Petroleum drilling services Trading of agricultural product derivatives through a futures exchange, with physical delivery or receipt of agricultural products at a futures exchange–designated
Read More
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
Read More
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.
Read More