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

Patcharaporn Pootranon

Partner and Head of Capital Markets Practice

Biography

Patcharaporn Pootranon is a partner and head of the capital markets practice in Tilleke & Gibbins’ corporate and commercial group in Bangkok, where she leads teams serving clients in connection with capital markets, corporate law, mergers and acquisitions (M&A), and taxation matters. She was named to the Thailand External Counsel of the Year list from In-House Community in 2026 as well as Asia’s 40 Under 40 list by Asian Legal Business in 2018, and is ranked for capital markets by Chambers Asia-Pacific and as a Notable Practitioner by Asialaw.

She is a trusted advisor who has guided many clients through significant domestic and international M&A transactions, including securities offerings under Rule 144A/Regulation S of the US Securities Act and under Thai securities law. She works with companies across a range of industries, with particular expertise in the energy, food and beverage, and retail sectors.

Prior to joining Tilleke & Gibbins, Patcharaporn practiced for many years as an associate and partner in other leading law firms and as a partner in the legal department of a Big 4 accounting firm.

Patcharaporn holds an LLM from the New York University School of Law and an LLB from Chulalongkorn University and is a member of the Lawyers Council of Thailand and the Thai Bar Association.

Experience

  • Represented a foreign fund in a THB 90 million (USD 2.5 million) acquisition of approximately 10% series A shares in Thailand’s leading pioneer in digital assets (including cryptocurrency and token digitals), financial services and investment product development, digital assets advisory, and digital asset management, which involved assisting with investment in convertible loans, shares subscription, and the shareholders’ agreement.
  • Represented shareholders of a highly regarded hotel company in exiting their investment in the largest acquisition transaction for a hotel business in 2022 at approximately THB 3 billion.
  • Conducted studies and produced reports for the Thailand Capital Market Development Fund on trends and outlooks for private debts, venture capital, and distressed debts.
  • Represented underwriters in initial public offerings of companies across various industries to be listed on the Stock Exchange of Thailand.
  • Represented various listed companies in relation to raising funds through rights offerings, private placements, or public offerings.
ABOUT Patcharaporn

Location

Languages

    Thai

    English

Education

    LLM, New York University School of Law

    LLB, Chulalongkorn University

Insights

September 9, 2026
Certain securities, derivatives, and treasury activities in Thailand were opened to foreign investors when Thailand’s Ministry of Commerce published two new ministerial regulations in the Government Gazette on August 28, 2026. The regulations significantly broaden the service activities that foreign-owned businesses may conduct without a license or certificate under the Foreign Business Act B.E. 2542, as amended (FBA). Securities and Derivatives Business Exemptions Prior to the issuance of these ministerial regulations, the exemptions covered (1) securities brokerage and derivatives brokerage with their only underlying assets being agricultural commodities, financial instruments, and securities; and (2) dealers, advisers, and fund managers conducting derivatives business under Thailand’s derivatives laws. The ministerial regulations provide broader exemptions. In addition to derivatives under the laws on derivatives as before, the following two major categories are provided: Derivatives whose underlying assets or variables fall outside the scope of Thailand’s laws on derivatives. This addresses a gap in the previous framework, which did not comprehensively exempt derivatives tied to nonregulated underlying assets or variables, such as certain commodities. Foreign brokers, advisors, and fund managers can now facilitate a broader range of hedging and risk management instruments without triggering FBA licensing requirements. Derivatives traded outside a derivatives exchange, or over the counter (OTC), whose payments are calculated by reference to foreign exchange rates or interest rates. This removes an FBA licensing barrier for foreign providers of widely used OTC hedging products, broadening the solutions available to importers and exporters managing currency exposure and to borrowers seeking greater certainty over financing costs. The ministerial regulations also exempt brokers and agents handling transactions involving either of these two derivatives categories. For securities businesses, the ministerial regulations add exemptions for margin loans used to purchase securities and for securities repurchase transactions. These additions clarify whether such activities qualify as exempt brokerage
September 2, 2026
On August 21, 2026, Thailand’s Securities and Exchange Commission (SEC) published two consultation papers that would broaden regulated access to crypto assets while tightening custody standards. The first proposes a framework for establishing crypto exchange-traded funds (crypto ETFs) in Thailand. The second proposes enhanced qualification requirements for foreign digital asset custodians serving mutual funds and private funds that invest in digital assets. The proposals seek to expand regulated access to crypto assets while strengthening custody, governance, disclosure, and investor protection, and they affect fund managers, trustees, and licensed digital asset operators. Comments on both papers are due by September 20, 2026, and the SEC expects the resulting rules to take effect later in 2026. Elevating Foreign Custodian Standards Under current rules in effect since January 16, 2025, mutual funds and private funds investing in digital assets may use foreign custodians that meet qualifications similar to those set for domestic digital asset business operators. The SEC now proposes that foreign digital asset custodians satisfy two cumulative requirements: Compliance with the existing baseline qualifications: demonstrated expertise, robust cybersecurity measures, segregation of client assets, controls preventing unauthorized asset transfers, and sound financial standing. Supervision by a regulator that is either (1) an IOSCO Signatory A member under the Multilateral Memorandum of Understanding, the international arrangement through which securities regulators share information and cooperate on enforcement, or (2) a regulator in a jurisdiction that the Thai SEC designates as having adequate supervisory and investor protection standards. The SEC is initially considering 11 jurisdictions for the approved-country list: France, Germany, Hong Kong SAR, Ireland, Japan, Liechtenstein, Luxembourg, Malaysia, Singapore, South Korea, and the United States. The SEC may expand this list over time based on its assessment of other jurisdictions’ regulatory frameworks governing custodian licensing, asset segregation, secure custody practices, client rights in insolvency,
August 20, 2026
As part of its membership in Lex Mundi, Tilleke & Gibbins has released the latest edition of its Guide to Doing Business in Thailand, providing an overview of the legal, regulatory, and commercial considerations for companies establishing or expanding operations in Thailand. The 2026 edition offers practical insight into the country’s business environment, investment framework, and operational requirements. The guide covers a wide range of topics relevant to foreign and domestic investors, including: Investment incentives and promotion schemes Financial facilities and banking regulations Exchange controls and money transfers Import and export regulations Business structures and incorporation options Requirements for establishing a business Operational and compliance considerations Business cessation and insolvency procedures Employment and labor laws Taxation Immigration and visa requirements Prepared by Tilleke & Gibbins lawyers across multiple practice areas, the publication outlines key aspects of doing business in Thailand, including foreign investment restrictions, regulatory compliance obligations, corporate structures, employment requirements, and recent legal and economic developments affecting investors. The publication forms part of Lex Mundi’s Country Guides series, a global collection of jurisdiction-specific reference materials prepared by member firms around the world. Together, these guides help companies evaluate opportunities, compare regulatory environments, and plan international business activities across multiple markets. The full Guide to Doing Business in Thailand 2026 is available through the button below.
August 4, 2026
Carbon markets have moved to the forefront of corporate and regulatory agendas as global attention to climate change and sustainability intensifies. Worldwide, many jurisdictions—including Thailand—are finding carbon markets to be promising tools in their efforts to combat climate-warming emissions and accelerate their net-zero pathways and sustainability commitments. According to the Thailand Greenhouse Gas Management Organization’s (TGO) 2025 Voluntary Carbon Market Survey, approximately 3.29 million tonnes of CO₂ equivalent (tCO₂eq) were traded under Thailand’s domestic standard between 2020 and 2024 with a cumulative market value of approximately THB 314.5 million (approximately USD 9.43 million), and 524 projects had been registered under the Thailand Voluntary Emission Reduction Program (T-VER) framework. Carbon Credits in Thailand Thailand’s carbon credit regime is, at present, entirely voluntary. There is not yet any obligation for businesses to purchase or retire carbon credits, although this may change once the draft Climate Change Act is enacted. The draft Climate Change Act, which is currently undergoing legal review before submission to Parliament, is expected to introduce a mandatory emissions trading system (ETS), under which  legal entities in designated sectors will be allocated emissions allowances and will be required to surrender sufficient allowances to cover their verified emissions, with penalties for shortfalls. Rather than imposing a blanket obligation on all businesses to purchase or retire carbon credits, the draft act is expected to allow ETS-covered entities to use eligible carbon credits (for example, those certified under T-VER) to meet only a limited, capped portion of their compliance obligation, with the applicable cap and eligibility criteria to be set out in subordinate regulations and the relevant allocation plan. The principal domestic framework for carbon credits is the T-VER, administered by the TGO. While some project developers in Thailand also operate under international standards such as Verified Carbon Standard or the Gold

Awards & Rankings

September 11, 2026
Tilleke & Gibbins has been named TMT Firm of the Year at the Asia Legal Awards 2026, presented by Law.com International. The winners were announced at an awards ceremony in Singapore on September 10, 2026. The TMT Firm of the Year award recognizes Tilleke & Gibbins’ work in the technology, media, and telecommunications sector, where its lawyers advise clients on complex legal and regulatory matters arising from technological development and the rapidly evolving digital economy. The Asia Legal Awards recognize significant transactions, cases, and legal work across Asia. Presented by Law.com International and open to law firms with offices in the region, the awards honor the firms, teams, and individuals demonstrating innovation, impact, and excellence in the legal industry. For more information, please see the full list of Asia Legal Awards 2026 winners and finalists.
August 13, 2026
Tilleke & Gibbins has been recognized in the inaugural Asia Top Cybersecurity & Data Law Firms 2026 list from Asian Legal Business (ALB), published in the magazine’s August 2026 edition. The new ranking highlights leading law firms across Asia with dedicated cybersecurity, privacy, and data regulation practices, recognizing firms with a proven track record of advising clients on complex cybersecurity and data law matters. Tilleke & Gibbins is one of only 21 firms included in the inaugural list, reflecting the firm’s strength in data privacy, cybersecurity, technology, and regulatory matters throughout Southeast Asia. According to ALB, the firms selected for inclusion are recognized for their capabilities in areas such as privacy compliance, incident response, digital investigations, and technology-enabled client service. The recognition underscores the continued growth and regional prominence of Tilleke & Gibbins’ data privacy and cybersecurity practice, which advises clients across a broad range of industries on data protection compliance, cybersecurity preparedness and response, technology transactions, digital platform regulation, and emerging regulatory developments. This latest honor reflects the firm’s commitment to helping clients navigate an increasingly complex digital and regulatory landscape and reinforces its reputation as a leading adviser on technology, privacy, and cybersecurity issues across the region.
July 22, 2026
Tilleke & Gibbins has been named Best Insurance Law Firm in Thailand in the InsuranceAsia News Country Awards for Excellence 2026. This is the firm’s first recognition from InsuranceAsia News, and Tilleke & Gibbins was the sole law firm honored in the Thailand awards. The award recognizes the strength of Tilleke & Gibbins’ insurance practice and the team’s work advising clients in the sector. InsuranceAsia News selected the winners based on submission reviews, independent research, market knowledge, and analysis by the publication’s judging panel. InsuranceAsia News provides news, analysis, and market intelligence for insurers and related organizations across Asia. For more information and to view the full list of winners, please visit the InsuranceAsia News website.

Other Professionals