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Tram Ngoc Bich Nguyen

Partner

Biography

Tram Ngoc Bich Nguyen is a partner with the Vietnam corporate and commercial team of Tilleke & Gibbins. Based in firm’s Ho Chi Minh City office, Tram’s practice focuses on foreign investment and corporate matters, mergers and acquisitions, real estate, e-commerce, fintech, and data privacy. Her expertise includes advising foreign and multinational clients on investment in Vietnam, ranging from market-entry stage to expansion, corporate governance, internal rules and regulations, fundraising, restructuring, commercial transactions, and employment.

Tram has advised in domestic and cross-border M&A transactions involving Vietnamese companies engaged in a broad range of business sectors including real estate, healthcare, pharmaceuticals, energy, education, and distribution. Clients also benefit from Ms. Tram’s solid legal background in development, construction, management, operation, and lease activities in respect of real estate projects in Vietnam.

She also provides advice to technology-based businesses, including e-commerce retailers, platform owners, social networks, payment intermediaries, and fintech entrepreneurs. She assists multinational corporations in their adherence to local data protection laws and advises on issues such as platform and social network operations, terms and conditions, vendor contracts, e-contracting, cybersecurity, and data privacy.

In 2023, Tram was honored by Asian Legal Business in its “Vietnam Rising Stars” list. Prior to joining Tilleke & Gibbins, she spent 16 years with one of Vietnam’s top local firms. Tram is a qualified lawyer in Vietnam and holds an LLM from the University of the West of England in Bristol, U.K.

Experience

  • Advised the Vietnamese branch of an international coatings company to transfer its land site with an area of 18,343 sqm in Binh Duong Province.
  • Advised a Vietnamese investment management firm on a land clearance and compensation agreement with provincial authorities in respect of its real estate project in Quang Nam Province.
  • Advised a top real estate investor on divestment from a joint venture company operating a serviced apartment building in Hanoi.
  • Advised a Vietnamese investment management firm on its potential investment in a hotel and resort project developed on land with a total area of 164 ha in Ba Ria – Vung Tau Province.
  • Advised a Vietnamese investment management firm on a transaction in which it acquired warehouses from a market expansion service provider and leased the acquired warehouses back to the same company.
  • Represented a capital management firm on a proposed acquisition of shares in offshore holding companies of three high-profile real estate projects in Vietnam.
  • Represented a Singapore-headquartered capital management firm on its investment in a chain of 11 eye and general hospitals.
  • Advised a Thai retail giant on the acquisition of a chain of retail outlets in Vietnam.
  • Represented a startup incubator in its investment in two pharmaceutical companies, including a wholesale business and a retail business.
  • Advised a Vietnamese investment management firm on investment and acquisition in a hospital in Dong Thap Province.
  • Represented a startup incubator in its investment in a retail business with more than 20 branches and more than 20 business locations.
  • Represented a Middle Eastern-Vietnamese joint venture investment fund on its investment into two solar power projects.
  • Represented a Middle Eastern-Vietnamese joint venture investment fund in its acquisition of shares in a hydropower company.
  • Advised on the proposed listing of a Singapore-based company on the Main Board of Singapore Exchange Securities Trading Limited, in connection with its shipyard subsidiaries in Vietnam.
  • Represented a Vietnamese agriculture and food group on their inaugural issuance of fixed-rate VND bonds, guaranteed by the Credit Guarantee and Investment Facility (CGIF), a trust fund of the Asian Development Bank.
  • Represented a ride-hailing technology company on its acquisition of an intermediary payment service provider from the founders and strategic shareholders in multiple tranches.
  • Advised an international university in Vietnam on its restructuring and obtainment of licenses and permits required for education operations.
  • Advised an American-funded university on various regulatory matters in respect of daily operation of education establishment in Vietnam.
  • Represented a Singapore-based education company in their indirect acquisition of an international K-12 school in Vietnam.
  • Advised on an offshore transaction for sale of shares in holding companies of an English training center in Vietnam.
  • Advised a Japanese tobacco company on tobacco regulations related to marketing, advertising, and labeling, and operation of its representative office in Vietnam.
  • Advised two leading FMCG companies on their day-to-day operations in Vietnam, commercial contracts with customers and service providers, advertising and promotion, antitrust, and termination of employment.
  • Advised a leading Asian airline on the operation of their representative office in Vietnam and the group’s loyalty campaign.
  • Advised a Japanese tobacco company and a multinational insurance company on building up the dawn raid policies for their Vietnam entities.
  • Advised banking and non-banking credit institutions in their banking products (e.g., entrustment lending, discounting, and factoring) and compliance matters (such as anti-money laundering and counter-terrorist financing).
  • Advised foreign investors on setting up their Vietnamese entities which engage in manufacturing of electronic devices and software, and corporate governance in Vietnam.
ABOUT Tram

Industries

Fintech

Technology

Practices

Capital Markets

Corporate/M&A

Real Estate

Location

Languages

    Vietnamese

    English

Education

    LLM, University of the West of England (Bristol, U.K.)

    LLB, Ho Chi Minh City University of Law

Insights

March 18, 2024
Vietnam’s new Telecom Law 2023 was promulgated on November 24, 2023, and will take effect on July 1, 2024, for most telecom services. For three newly introduced telecom services—OTT telecom services, internet data center services, and cloud computing services—implementation and compliance will be delayed until January 1, 2025. These new services will be explored briefly below. The Ministry of Information Communication (MIC) is currently in the process of developing a number of decrees and circulars that will detail the implementation of the Telecom Law 2023, including one main decree that guides the new law in general. This decree is scheduled for prompt promulgation to coincide with the law’s effective date of July 1, 2024. The draft version of this decree, dated February 22, 2024 (“Draft Decree”), was shared for consultation with international organizations, associations, and enterprises by the Vietnam Telecom Agency (VNTA) in early March 2024 to gather feedback. The Draft Decree is expected to undergo further revisions before being sent to relevant state agencies for input and submission to the Ministry of Justice for assessment by the end of March 2024. The MIC anticipates submitting the subsequent version to the government by April 15, 2024.   New Telecom Services: OTT Telecom Services, IDC Services, and Cloud Computing Services In comparison to the Telecom Law 2009, the Telecom Law 2023 has three new telecom services: Basic telecommunications services on the internet (OTT telecom services) are defined as services whose primary functions including the sending, transmission, and receipt of information between two persons or a group of people using telecommunications services on the internet (Article 3.8 of the Telecom Law 2023). By incorporating the term “primary functions” into the definition, the Telecom Law 2023 aims to exclude services such as ride-hailing platforms where the primary function is transportation, not telecom
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March 15, 2024
Vietnam’s fintech industry is booming, and the rapid emergence of tech startups and non-bank institutions offering innovative financial services has been outpacing existing regulations. This regulatory gap not only creates uncertainty for both innovators and consumers, but also poses a number of imminent risks in areas such as consumer protection, data privacy, cybersecurity, and anti-money laundering, among others. The State Bank of Vietnam (SBV) is stepping up to tackle these challenges by accelerating the promulgation of a long-awaited Fintech Sandbox Decree with the issuance of an updated draft (“Draft Fintech Sandbox Decree”) on March 4, 2024. The Draft Fintech Sandbox Decree establishes a controlled environment where fintech companies and financial institutions can test solutions that do not fall squarely within the parameters of existing regulations. The pilot activities will be limited in scope, scale, and duration, with a number of precautionary measures in place. The SBV will supervise this “sandbox” closely, effectively mitigating risks and gathering valuable data to inform future regulations. Who Can Participate in the Sandbox? Traditional financial institutions (credit institutions): Banks and other institutions licensed to provide financial services can participate in the sandbox to test new offerings or refine existing ones. Independent fintech companies: Startups and established companies specializing in fintech solutions can leverage the sandbox to pilot innovative ideas before seeking wider market adoption. Other relevant organizations involved in the pilot: Depending on the specific solution being tested, other entities may also be involved in the sandbox. Geographical scope: Limited to Vietnamese territory; cross-border testing is not allowed. Focusing on Three Solution Categories Earlier versions of the Draft Fintech Sandbox Decree included categories like blockchain technology and other innovative business models, but these were removed in the latest version. To allow the SBV to assess the associated risks and work on the solutions more
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January 19, 2024
On November 24, 2023, the National Assembly of the Socialist Republic of Vietnam adopted Law No. 24/2023/QH15 on Telecommunications (“Telecom Law 2023”) after a lengthy period of extensive discussions and revisions. The Telecom Law 2023 is set to take effect on July 1, 2024, except for the requirements relating to basic telecom services on the internet (otherwise known as over-the-top services, or “OTT”), data center services, and cloud computing services, which will take effect on January 1, 2025. Some important highlights of the Telecom Law 2023 are discussed below. Updates on Telecom License Requirements With a few exceptions and save for certain types of telecom services, enterprises in Vietnam are required to obtain Telecom Licenses in order to provide telecom services. There are two types of Telecom Licenses: licenses for the provision of telecom services, and licenses for telecom operations. Telecom Licenses can be granted in two forms. The first is separate licensing, which is for telecom services with network infrastructures that use radio frequencies or operate in areas with special requirements set by the government. The second is group licensing, which covers telecom services with network infrastructure (except in certain cases), telecom services without network infrastructure (except in certain cases), and telecom operations. New Regulations for OTT, Data Center, and Cloud Computing Services The Telecom Law 2023 provides the definitions for OTT services, data center services, and cloud computing services, recognizing them as different types of telecom services. It also outlines the rights and obligations of service providers in these fields. Regarding market-entry conditions, foreign direct investments in OTT services, data center services, and cloud computing services are subject to no restrictions on share ownership ratio or capital contribution. Foreign investors can establish 100% foreign-owned enterprises in Vietnam to offer these services. Enterprises offering these services are not
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January 11, 2024
Tilleke & Gibbins’ project finance specialists in Vietnam have contributed the Vietnam chapter to Project Finance 2024 from The Legal 500. The guide, which is part of The Legal 500’s Country Comparative Guides series, furnishes investors and businesses with key information related to project finance in jurisdictions around the world. Each Q&A-style chapter provides in-depth details on the legal regimes affecting a wide range of project financing topics, including: Ownership structures and corporate governance; Security interests, regimes, and enforcement; Regulatory requirements and consents; Foreign exchange considerations; Environmental, social, and governance (ESG) issues; Public-private partnerships; Foreign judgments; Tax considerations; Common funding structures; and Insurance law principles. Tilleke & Gibbins also authored the Thailand chapter of Project Finance 2024. The Vietnam chapter of the guide is available as a PDF through the button below, courtesy of The Legal 500. The full guide is accessible for free on The Legal 500 website.
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Awards & Rankings

March 12, 2024
Tilleke & Gibbins has been nominated for three esteemed awards at the upcoming Chambers Asia-Pacific and Greater China Region Awards 2024: Thailand Firm of the Year Vietnam Firm of the Year Outstanding Firm for Diversity & Inclusion The nomination for Thailand Firm of the Year marks Tilleke’s fourth consecutive nomination and 10th overall since 2010, with the firm previously clinching the award in 2014. The firm is also a repeat nominee for the Outstanding Firm for Diversity & Inclusion award, while this is the first time Chambers has shortlisted Tilleke for the Vietnam Firm of the Year category in these awards. The winners of the Chambers Asia-Pacific and Greater China Region Awards 2024 will be announced at an exclusive in-person event scheduled to take place in Hong Kong on May 29, 2024. To learn more about the Chambers Asia-Pacific and Greater China Region Awards 2024 and browse the full list of nominations, please visit the Chambers and Partners 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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