On August 14, 2023, the Central Bank of Myanmar (CBM) approved the Thai baht (THB) as a permissible currency for international payments and settlement transactions. This announcement, which took immediate effect with the issuance of CBM Instruction No. 11/2023, reduces currency conversion complications for Thai businesses and investors in Myanmar. Under Myanmar’s current rules requiring conversion of foreign currency transfers and balances to local currency—in place since April 3, 2022—the US dollar (USD) is used for international payment and settlement transactions and must be converted at the official exchange rate (currently USD 1 to MMK 2,100). Subsequently, the CBM instituted a direct payment mechanism allowing THB to MMK conversion for Myanmar-Thailand border trade and other flows of capital. The CBM’s latest announcement now permits international payments and settlement transactions in THB through authorized dealer banks. Business owners and investors using THB for international payments are still required to obtain prior approval from the Foreign Exchange Supervisory Committee (FESC), the body overseeing foreign exchange and conversion matters in Myanmar. Capital-related transactions using THB also still require approval from the CBM before applying for approval from the FESC. For more details on these THB-MMK payment systems, or on any aspect of foreign exchange regulations in Myanmar, please contact Tilleke & Gibbins at [email protected].

Attorneys from Tilleke & Gibbins’ offices in Vietnam have provided the Vietnam chapter for the Aviation Finance & Leasing 2023 guide from Chambers and Partners. The guide covers the most important legal developments affecting aircraft lessors, lessees, and financiers in 32 jurisdictions worldwide. In addition to the Vietnam chapter, Tilleke & Gibbins also contributed the Thailand chapter for Aviation Finance & Leasing 2023. Each chapter provides in-depth details on the legal regimes affecting all aspects of aircraft sale and purchase, aircraft and engine leasing, and aircraft debt finance, including sale and lease agreement terms; taxation; lease registration and enforcement; lease assignment/novation; insurance and reinsurance; debt structuring; securities; liens; and many others that affect the day-to-day operations of leading players in the aviation industry. Chambers and Partners’ Global Practice Guides provide in-house counsel with expert legal commentary focusing on practical legal issues affecting business, enabling readers to compare legislation and relevant procedures across a range of key jurisdictions. The Vietnam chapter of Aviation Finance & Leasing 2023 is available as a PDF through the button below, courtesy of Chambers and Partners. The full guide is accessible for free on the Chambers and Partners website.

Aviation specialists from Tilleke & Gibbins’ Bangkok office have contributed the Thailand chapter for Aviation Finance & Leasing 2023 from Chambers and Partners. The guide covers the most important legal developments affecting aircraft lessors, lessees, and financiers in 32 jurisdictions worldwide. In addition to the Thailand chapter, Tilleke & Gibbins also provided the Vietnam chapter for Aviation Finance & Leasing 2023. Each chapter provides in-depth details on the legal regimes affecting all aspects of aircraft sale and purchase, aircraft and engine leasing, and aircraft debt finance, including sale and lease agreement terms; taxation; lease registration and enforcement; lease assignment/novation; insurance and reinsurance; debt structuring; securities; liens; and many others that affect the day-to-day operations of leading players in the aviation industry. Chambers and Partners’ Global Practice Guides provide in-house counsel with expert legal commentary focusing on practical legal issues affecting business, enabling readers to compare legislation and relevant procedures across a range of key jurisdictions. The Thailand chapter of Aviation Finance & Leasing 2023 is available as a PDF through the button below, courtesy of Chambers and Partners. The full guide is accessible for free on the Chambers and Partners website.

Cambodia imports a substantial amount of food products to meet its domestic demand. Most of these imported products are from nearby ASEAN countries, with Thailand, Malaysia, and Vietnam providing the bulk of these food imports. However, food products from markets further away are becoming more popular each year, including brands from Australia, Japan, China, the EU, South-Korea, and the US. Many food product owners and distributors do not realize that all types of prepackaged food products, including imports, require product registration before they are permitted to be sold in Cambodia. This usually requires an assessment against mandatory Cambodian Standards and local technical regulations. There are general Cambodian Standards that cover all types of prepackaged food products, as well as product-specific standards and regulations that may be applicable. Furthermore, any type of prepackaged food product sold in Cambodia must bear a Khmer language label that meets the minimum consumer information standards, and the Cambodian Standards. This label requirement is often overlooked, with many products on the market bearing only a foreign language label. Product Registration & Labeling Requirements Back in 2000, a Cambodian Standard on prepackaged food labeling was adopted, clearly mandating Khmer language labeling for all types of prepackaged foods. Unfortunately, this labeling standard was not widely adopted by the industry, and even today compliance is low. Low compliance, combined with a lack of widespread enforcement efforts, led to a misguided understanding that imported food products were not subject to any standards, did not require product registration, and were not required to bear Khmer language labeling. Recent legal developments related to consumer protection and food safety clarified several of these misunderstandings. For example, the regulations clearly state that all types of food product must meet the applicable standards and technical regulations, which is assessed through registration. The new Law on Food Safety clearly states Khmer

Foreign investment in Vietnam continues to be encouraging. The latest figures reported by the Foreign Investment Agency for 2023 note that nearly USD 5.45 billion in newly registered capital, adjusted and contributed capital for purchasing shares, and capital contributions from foreign investors was recorded from January 1 to March 20, with realized capital from foreign investment projects estimated to exceed USD 4.3 billion. These statistics highlight the increasing attractiveness of Vietnam as an investment destination and reflect its robust economic growth. Sectors such as technology, media and telecommunications are expected to experience increased deal-making due to rapid digitalization. The automotive and industrial manufacturing sectors are likely to see divestments related to sustainability. Since 2015, Vietnam has implemented various measures to strengthen its legal framework and enhance the efficiency of market governance. This has resulted in improved government management in taxation, investment, competition and e-commerce. Tax loopholes on indirect transfers have been closed, stronger rules on investment and competition are leveling the playing field, and clear frameworks for e-commerce have been established. Key Legal Issues Business activities are categorized according to the Vietnam Standard Industrial Classification. These classifications determine the necessary licenses, permits and regulations for operating businesses, as well as guidelines for foreign investors looking to invest in specific sectors. Foreign investment restrictions, which are based on business activities, include limitations on foreign ownership, and conditions imposed on foreign investors such as shareholding or operations requirements. These restrictions are governed by both international treaties that Vietnam has signed and domestic laws. Some examples of foreign investment restrictions include the following: Foreign investors can only own up to 99.99% of the capital of an advertising business; Foreign-invested enterprises may only purchase buildings for their own use and cannot sublease them to others; Foreign owners of 100% foreign-owned banks must have a

M&A transactions for private and public limited companies in Thailand can be achieved in many ways, including acquiring shares from existing shareholders of a limited company, subscribing to new shares issued by a limited company, an amalgamation of limited companies, acquiring all or part of the assets or business of a limited company, and a merger of private limited companies. The Civil and Commercial Code is the key legislation governing private limited companies, while public limited companies are mainly governed by the Public Limited Company Act of 1992, as amended, unless listed on the Stock Exchange of Thailand (SET), in which case the Securities and Exchange Act of 1992, the Securities and Exchange Commission (SEC) Rules, the Capital Market Supervisory Board (CMSB) Rules, and the SET Rules also apply. The legal framework for most M&A transactions concerning Thai limited companies is also provided in both the code and the Public Limited Company Act. New Type of Combination On 7 February 2023, the Act Amending the Civil and Commercial Code came into effect, introducing a new merger scheme as another approach to business combination for private limited companies. A merger under the amended Civil and Commercial Code is a merger of two or more companies, resulting in either a new company with all merged juristic entities ceasing to exist or one of the companies continuing to exist with the other companies ceasing to exist as juristic entities. The merger replaces the “amalgamation” in the previous version of the code, which merely prescribed a legal framework and identified the implications of mergers but did not specify a concrete legal framework for the acquisition of assets or businesses. Arguably, the first type of merger described above is the same as an amalgamation under the previous version of the code, while the end

Tilleke & Gibbins’ insurance specialists in Cambodia, Laos, Myanmar, and Thailand have contributed to the Law and Jurisdiction in Insurance and Reinsurance Contracts – Asia Pacific guide produced by RPC. The guide addresses how governing law, jurisdiction, and arbitration clauses are used in insurance and reinsurance contracts. For each jurisdiction in the Asia Pacific region, the guide addresses the following topics: Governing law; Arbitration; Mediation; and Limitations and time bars on claims. The Law and Jurisdiction in Insurance and Reinsurance Contracts – Asia Pacific guide is available below.

On July 13, 2023, Thailand’s Personal Data Protection Committee (PDPC) published a draft notification on the requirements for appointment of a data protection officer (DPO). Under the Personal Data Protection Act B.E. 2562 (PDPA), data controllers or data processors must appoint a DPO if: The data controller or data processor is a state agency as prescribed by the PDPC (the list of state agencies was published in the Government Gazette on July 18, 2023); The activities of the data controller or data processor in relation to the processing of the personal data require “regular monitoring of the personal data or the system,” by reason of “having large-scale personal data” as prescribed by the PDPC; or The core activity of the data controller or data processor is related to the processing of special categories of personal data (e.g., health-related data, biometric data, etc.). The draft notification’s criteria for determining whether a processing activity (1) requires regular monitoring of the personal data or the system, and (2) involves large-scale personal data are outlined below. General Principles When determining whether processing of personal data requires regular monitoring due to having large-scale personal data, it is likely that only the “core activity” of the data controller or data processor is to be taken into consideration. The term “core activity” denotes an essential and integral activity directly related to the primary operations of the data controller or data processor and does not include any supplementary business activities. Regular Monitoring of Personal Data or Systems According to the draft notification, activities related to processing personal data require regular monitoring of the personal data or the system if: The core part of the data controller’s or data processor’s activities consists of tracking, monitoring, analyzing, or predicting the behavior, attitude, or profile of individuals; and These activities generally involve the processing of personal data in a systemic manner