Thailand and the United States signed a memorandum of understanding (MOU) titled “Cooperation to Diversify Global Critical Minerals Supply Chains and Promote Investments” on October 26, 2025, signaling a new strategic alignment aimed at developing Thailand’s mineral sector, particularly in rare earth elements (REEs). The MOU has implications for investments in technology, manufacturing, and other related sectors. This update outlines the key provisions of the MOU and the potential opportunities and legal navigating points for businesses. Objectives The primary driver of this agreement is the US initiative to diversify global supply chains for critical minerals and reduce reliance on current market leaders, particularly China. For Thailand, it represents a major opportunity to attract high-tech investment and develop its downstream processing industries. The cooperation is set to focus on five main areas: Technical knowledge: Exchange of technical expertise and international best practices to strengthen Thailand’s mining and processing sector. Joint cooperation: Establishing workshops, seminars, and scientific collaboration to boost innovation. Regulatory practice: Promoting good governance and streamlining regulatory and licensing procedures. Information sharing: Sharing data on potential projects and global market prices. Full-value chain: The MOU covers the entire mineral lifecycle, from exploration and extraction to processing, refining, and recycling. “First Opportunity to Invest” Clause The most debated provision within the MOU states that “participants expect to have the first opportunity to invest . . . in critical minerals assets that may be sold in Thailand.” Business implications: This clause is widely interpreted as granting US companies a first look or preferential access to investment opportunities in Thailand’s critical minerals sector. This could be a significant advantage for US-based or affiliated companies in mining, technology, and energy seeking to secure a foothold in a developing REE supply chain. Thai government position: Thai officials, including the prime minister, have publicly clarified that the MOU is not legally binding and is not a treaty under

Tilleke & Gibbins has contributed the Vietnam chapter to the latest edition of the Global FinTech Guide published by Multilaw. The guide provides a comprehensive overview of the legal and regulatory framework governing financial technology across major jurisdictions around the world. Compiled by experienced practitioners from Multilaw member firms, the Global FinTech Guide examines how technological innovation is transforming financial services and how regulators are adapting to developments such as digital payments, virtual assets, and online financial platforms. The publication offers comparative insights into regulatory regimes and presents detailed, jurisdiction-specific analysis for companies, investors, and entrepreneurs active in the FinTech sector. The Vietnam chapter, prepared by lawyers in Tilleke & Gibbins’ technology, media, and telecommunications team, surveys the key legal and regulatory developments shaping the country’s FinTech ecosystem. It covers the following areas: Payment services Asset and portfolio management Financial advisory and broking services (including robo-advisory and auto-trading) Trading platforms, social trading platforms, and signal following Crowdfunding, crowdinvesting, and crowdlending Distributed ledger technology (DLT) and cryptocurrencies Loan services, factoring, loan broking, and finetrading Identification Online banking services Initial coin offerings (ICOs) and token sales Insurtech Regtech and compliance management Know-your-customer (KYC) requirements Tilleke & Gibbins also contributed the Thailand chapter to the Global FinTech Guide. The full guide is available on the Multilaw website.

Tilleke & Gibbins has contributed the Thailand chapter to the latest edition of the Global FinTech Guide published by Multilaw. The guide offers an overview of the legal and regulatory environment for financial technology across key jurisdictions worldwide. Prepared by leading experts from Multilaw member firms, the Global FinTech Guide explores how innovation is reshaping the financial sector and how governments and regulators are responding to emerging technologies such as digital payment services, cryptocurrencies, and online financial advisory platforms. The publication enables quick comparison of regulatory frameworks and provides detailed country-level insights for investors, startups, and established financial institutions engaging in FinTech activities. The Thailand chapter, authored by lawyers in Tilleke & Gibbins’ technology and financial services teams, outlines the country’s evolving regulatory landscape for fintech operations. It addresses the following topics: Payment services Asset and portfolio management Financial advisory and broking services (including robo-advisory and auto-trading) Trading platforms, social trading platforms, and signal following Crowdfunding, crowdinvesting, and crowdlending DLT and cryptocurrencies Loan services, factoring, loan broking, and finetrading Identification Online banking services Initial coin offerings (ICOs) and token sales Insurtech Regtech and compliance management Know-your-customer (KYC) requirements Tilleke & Gibbins also contributed the Vietnam chapter to the Global FinTech Guide. The full guide is available on the Multilaw website.

Attorneys in Tilleke & Gibbins’ regulatory affairs team have produced the Cannabis and Hemp Business Guide – Thailand, a primer on the rapidly developing cannabis industry in Thailand.

On September 29, 2025, Thailand’s Office of the Personal Data Protection Committee (PDPC Office) published its Regulations on the Review and Certification of Binding Corporate Rules B.E. 2568 (2025) (the Regulations). The Regulations provide clarity on the PDPC Office’s approach to reviewing and certifying binding corporate rules (BCRs) under Section 29 of the Personal Data Protection Act B.E. 2562 (2019) (PDPA), and aim to facilitate international data transfers within a group of undertakings or enterprises (a “corporate group”). In conjunction with this development, the PDPC Office also approved BCRs for two companies operating in Thailand on September 30, 2025. This milestone represents the first concrete progress since the PDPC’s Notification on Criteria for the Protection of Personal Data Sent or Transferred to a Foreign Country pursuant to Section 29 of the PDPA B.E. 2566 (2023) came into effect in March 2024. Some key features of the Regulations are set out below. Categorization of BCRs BCRs are classified into two types: (1) BCRs for Controllers (BCR-C) and (2) BCRs for Processors (BCR-P). The category must be clearly specified when submitting the BCRs to the PDPC Office. Documentation Requirement The applicant must prepare and submit the application (a standard template may be provided by the PDPC Office in the future) along with supporting documents for review and certification in the Thai language. If the supporting documents are in a foreign language, a certified Thai translation should be provided. The translation must be notarized by a notary public or qualified person. Supporting documents may include, among others, a binding instrument such as an intra-group agreement, or a list of entities subject to the BCRs. Expedited Process Requirement Organizations with existing BCR approvals under the EU or UK GDPR, or from countries announced by the PDPC under Section 28, may apply through an expedited process, provided they submit required documents, including

Recent events at a Thai listed company, where a proposal to remove the director was not successful, amid claims that a competitor was attempting to gain control of the company, illustrate how disputes over corporate control can unfold differently at the board level and shareholder level. At the board level, removing directors of a listed company mid-term to gain corporate control is not an easy task under Thai law, as it requires a higher threshold than appointing a new director, which typically only requires a simple majority vote in a listed company. At the shareholder level, Thailand’s tender offer and competition regimes add complexity where different shareholder groups act in concert to remove opposing board representatives or otherwise influence control. In this article, we will explore why the attempted removal of a director may fail, and how the tender offer regime may apply. Key Issues at a Glance Shareholder groups may seek to convene meetings to propose changes to board composition or company authority. Such proposals can be delayed or complicated by regulatory requirements and the need for additional disclosures. Regulatory authorities and minority shareholders may raise concerns when major shareholders coordinate to influence board control, especially if such actions could trigger tender offer or merger control obligations. Companies often respond by seeking further information on shareholder relationships and potential conflicts before proceeding. Why the Director Removal Failed Under Section 76 of the Public Limited Companies Act B.E. 2535 (as amended), the early removal of a director requires two conditions to be satisfied at the same meeting of shareholders: Headcount test: At least 75% of shareholders attending and entitled to vote must vote in favor. If multiple shareholders appoint the same person as proxy, each proxy is counted as a separate head for the purpose of the headcount test, even if only one authorized person attends

Thailand has introduced a comprehensive overhaul of its tax litigation procedures that will significantly impact how tax disputes are handled. The Regulations for Tax Cases B.E. 2568 (2025) take effect on November 24, 2025, and repeal the prior B.E. 2544 (2001) regulations in full. These regulations support the implementation of the Act on the Establishment of the Tax Court and Tax Case Procedure (No. 3) B.E. 2568 (2025), which expands the Tax Court’s jurisdiction to certain criminal tax matters. Published in the Government Gazette on October 14, 2025, the regulations have been reorganized into three parts covering civil cases, criminal cases, and forms, and are designed to accelerate proceedings, tighten evidentiary discipline, and modernize court operations. Structural Reform and Scope The prior regime governed only civil tax disputes. Under the new framework, the regulations introduce a dedicated chapter for criminal cases alongside updated civil procedures, as the Tax Court now has express authority to adjudicate specified criminal tax offenses. Select mechanisms applied in civil case proceedings, such as electronic communication, recording testimony, and appointing experts, also apply to criminal proceedings mutatis mutandis where they do not conflict with criminal procedure. Civil Cases: Evidence Submission, Deadlines, and Scheduling Parties must submit, together with the witness list, originals of all documentary evidence, media, or electronic data (such as files, USB drives, or CDs), and all physical evidence in the party’s possession. Failure to submit any original within the deadline (see below) results in a loss of the right to adduce that item at trial, subject only to narrow exceptions where submission is impossible due to force majeure or where receipt of the evidence is indispensable to the interests of justice. The practical impact is that parties are now obligated to assemble and verify all original documents and data at the very start of the case

On September 15, 2025, Thailand’s Senate approved a draft amendment to the Labor Protection Act (LPA), which is currently awaiting publication in the Government Gazette. The amendment, which will take effect 30 days after publication, extends labor protections to certain service contractors working for state entities, enhances maternity and spousal support leave, and updates employer reporting obligations. Expanded Protections for State-Contracted Service Providers The amendment adds a section to the LPA that extends core labor protections to individuals engaged by government bodies under service contracts. This provision covers workers hired by central, regional, and local government agencies; state enterprises governed by the State Enterprise Labor Relations Act; public organizations; and other state agencies when these entities retain individuals under service procurement contracts (or similar arrangements) and exercise supervision, direction, and control over their work. In such cases, the hiring agencies must provide terms no less favorable than those required under the LPA for remuneration, weekly holidays, traditional holidays, annual leave, sick leave, maternity leave, working days and hours, and rest periods. Ministerial regulations will establish specific criteria for implementation. Disputes regarding rights and duties under this provision will fall under Labor Court jurisdiction. This change aligns the treatment of controlled service contractors with that of regular employees, addressing a longstanding coverage gap in the public sector. Enhanced Maternity Leave and New Caregiving Provisions The amendment includes a maternity leave entitlement of up to 120 days per pregnancy (an increase from the previous 98 days), unless otherwise prescribed by royal decree, and also introduces a new postnatal caregiving leave for mothers in complex medical situations who have used their childbirth leave, granting up to 15 additional days to care for children who are at risk of complications, have abnormalities, or have disabilities. This supplemental leave requires support from a medical certificate issued by a modern medicine