As the Thai stock market faces a downturn, Thai investors have shown increased interest in depositary receipts (DRs), which offer the same tax benefits as Thai stocks while providing access to foreign securities. However, recent speculation in the media has raised concerns among regulators and the market, raising questions about whether DR issuers actually hold the underlying foreign securities purported to be backing the DRs. This has brought the structural integrity of DR programs under scrutiny. Why This Question Matters In global practice, DRs are understood to be backed by the foreign securities they reference, giving investors economic exposure that closely mirrors direct ownership. When the issuer does not hold the underlying securities directly, the risk profile shifts to the strength of its custodial, hedging, and liquidity arrangements. Those arrangements determine whether DR holders receive equivalent economic and voting rights, how corporate actions are transmitted, and whether conversions or redemptions can be completed in full and on time. In Thailand, the standardized DR disclosure templates and the express allowance for global custodians indicate a regulatory focus on transparency and structural safeguards that preserve these outcomes, even if the issuer’s name does not appear on the foreign share register. Thai Rules for DR Offerings Thai DR offerings are governed by specific Securities and Exchange Commission (SEC) notifications and standardized prospectus forms. These instruments establish the disclosure regime for DR structures, risk factors, and the issuer’s arrangements to support the DR program. The framework expressly contemplates the use of a global custodian, indicating that DR issuers are not required to hold the underlying foreign securities directly in their own name if sufficient controls and operational arrangements are in place for the issuer to deliver economic benefits and, where applicable, underlying securities to DR holders when required. More broadly, the relevant SEC notifications and DR disclosure forms do

Employment law specialists from Tilleke & Gibbins in Vietnam have contributed the Vietnam chapter to the Guide to Restructuring a Cross-Border Workforce from International Employment Lawyer. This comprehensive global guide, covering 50 jurisdictions worldwide, addresses the complex issue of workplace restructurings, with a particular focus on the needs of multinational companies. The Vietnam chapter was authored by partner Kien Trung Trinh, counsel Sarah Galeski, and associates Dung Thi Phuong Le and Nguyen Thi Huong Nguyen. The Q&A-style chapter provides in-depth analysis of key areas related to workplace restructuring, including: Reduction in workforce; Restructuring or reorganization of the business; Changing terms and conditions; and Areas to watch. A PDF of the Vietnam chapter can be downloaded through the button below. Tilleke & Gibbins also contributed the Cambodia, Laos, Myanmar, and Thailand chapters to the Guide to Restructuring a Cross-Border Workforce 2026. To browse the full guide for all 45 jurisdictions, please visit the International Employment Lawyer website.

Employment law specialists from Tilleke & Gibbins’ office in Bangkok have contributed the Thailand chapter to the Guide to Restructuring a Cross-Border Workforce from International Employment Lawyer. This comprehensive global guide, covering 50 jurisdictions worldwide, addresses the complex issue of workplace restructurings, with a particular focus on the needs of multinational companies. The Thailand chapter was authored by Pimvimol (June) Vipamaneerut, Chusert Supasitthumrong, Dusita Khanijou, and Chomanut Arif. The Q&A-style chapter provides in-depth analysis of key areas related to workplace restructuring, including: Reduction in workforce; Restructuring or reorganization of the business; Changing terms and conditions; and Areas to watch. A PDF of the Thailand chapter can be downloaded through the button below. Tilleke & Gibbins also contributed the Cambodia, Laos, Myanmar, and Vietnam chapters to the Guide to Restructuring a Cross-Border Workforce 2026. To browse the full guide for all 45 jurisdictions, please visit the International Employment Lawyer website.

Tilleke & Gibbins’ office in Yangon has contributed the Myanmar chapter to the Guide to Restructuring a Cross-Border Workforce from International Employment Lawyer. This comprehensive global guide, covering 50 jurisdictions worldwide, addresses the complex issue of workplace restructurings, with a particular focus on the needs of multinational companies. The Myanmar chapter was prepared by Kyaw Min Tun, an associate in the firm’s Myanmar office. The Q&A-style chapter provides in-depth analysis of key areas related to workplace restructuring, including: Reduction in workforce; Restructuring or reorganization of the business; Changing terms and conditions; and Areas to watch. A PDF of the Myanmar chapter can be downloaded through the button below. Tilleke & Gibbins also contributed the Cambodia, Laos, Thailand, and Vietnam chapters to the Guide to Restructuring a Cross-Border Workforce 2026. To browse the full guide for all 45 jurisdictions, please visit the International Employment Lawyer website.

Employment law specialists from Tilleke & Gibbins’ office in Vientiane have contributed the Laos chapter to the Guide to Restructuring a Cross-Border Workforce from International Employment Lawyer. This comprehensive global guide, covering 50 jurisdictions worldwide, addresses the complex issue of workplace restructurings, with a particular focus on the needs of multinational companies. The Laos chapter was prepared by associates Naiyane Xaechao and Sayphin Singsouvong. The Q&A-style chapter provides in-depth analysis of key areas related to workplace restructuring, including: Reduction in workforce; Restructuring or reorganization of the business; Changing terms and conditions; and Areas to watch. A PDF of the Laos chapter can be downloaded through the button below. Tilleke & Gibbins also contributed the Cambodia, Myanmar, Thailand, and Vietnam chapters to the Guide to Restructuring a Cross-Border Workforce 2026. To browse the full guide for all 45 jurisdictions, please visit the International Employment Lawyer website.

Employment law specialists from Tilleke & Gibbins’ office in Phnom Penh have contributed the Cambodia chapter to the Guide to Restructuring a Cross-Border Workforce from International Employment Lawyer. This comprehensive global guide, covering 50 jurisdictions worldwide, addresses the complex issue of workplace restructurings, with a particular focus on the needs of multinational companies. The Cambodia chapter was authored by Jay Cohen, partner and director of Tilleke & Gibbins’ Phnom Penh office, and Chanvisal Lok, associate. The Q&A-style chapter provides in-depth analysis of key areas related to workplace restructuring, including: Reduction in workforce; Restructuring or reorganization of the business; Changing terms and conditions; and Areas to watch. A PDF of the Cambodia chapter can be downloaded through the button below. Tilleke & Gibbins also contributed the Laos, Myanmar, Thailand, and Vietnam chapters to the Guide to Restructuring a Cross-Border Workforce 2026. To browse the full guide for all 45 jurisdictions, please visit the International Employment Lawyer website.

Employers operating in Thailand can enforce post-employment noncompete covenants, but success depends on precise drafting and strong evidentiary support. Thai courts will uphold restraints that protect legitimate employer interests and are fair and reasonable in duration, geographic reach, and substantive scope. Overbroad covenants, however, draw judicial skepticism and may fail unless they are drafted in severable, defensible components tied to the employee’s actual role. This article synthesizes recent trends in Thai case practice, explains how Thai courts assess reasonableness in employment restraints, and provides a practical litigation-focused framework for drafting enforceable covenants, preparing evidence, and pursuing relief through the Labor Court. The Legal Framework and Its Practical Implications Thai courts evaluate noncompete covenants under general principles of contract enforceability and public policy, with particular focus on whether a restraint is necessary to protect a legitimate employer interest and proportionate to that objective. In employment matters, this analysis is shaped by the employee-protective tenor of Thai labor law and by the Labor Court’s equitable discretion in determining appropriate remedies. The practical takeaway is that standardized or broadly drafted covenants rarely survive scrutiny. Courts look for a demonstrable nexus between the employee’s actual exposure to confidential information, trade secrets, or customer relationships and the scope of the restraint. Where that nexus is weak or the restraint operates as a blanket prohibition, courts are inclined to decline enforcement or limit relief to a narrowly tailored prohibition. The employer interests most commonly recognized as legitimate in Thai practice include the protection of trade secrets, confidential business information, and goodwill tied to identifiable customer segments or territories. Courts are more likely to enforce restraints where employers can clearly document what information is at risk, why particular customer relationships matter, and how the employee was involved with those assets. Judges also look closely at the employee’s seniority and level of

Myanmar’s Ministry of Finance and Revenue has introduced new procedures allowing companies to temporarily export raw materials and semifinished goods for overseas processing before reimporting the finished products for domestic sale. The procedures are detailed in Notification No. 143/2025, which was issued on December 23, 2025, taking effect on February 1, 2026. The new procedures define outward processing as the temporary export of domestically circulating or manufactured goods for manufacturing, processing, treatment, or repair abroad, followed by reimportation. Core elements include the temporary export of the goods, the continuity and identifiability of the exported and reimported items, and the assessment of duties based on the value added abroad. Upon reimportation, customs duty, commercial tax, specific goods tax, and advance income tax are applied only to the foreign value added, rather than to the full value of the goods. No advance income tax applies at the time of export. Before these procedures, Myanmar lacked a unified outward processing system. The closest existing practice was the “repair and return” mechanism, used for goods such as machinery parts that required repair abroad. The definition covers a broader range of operations than simple repair. Eligible Goods and Shipment Points Outward processing is permitted only for goods that satisfy specific eligibility criteria. The scheme expressly excludes: Goods that are prohibited from export or import Goods that can be processed domestically within Myanmar Precious stones Goods that would lose their essential characteristics after processing Export and reimport activities related to outward processing must be conducted through designated ports, airports, or dry ports located within Yangon Region. Eligible Companies Only companies that are legally registered in Myanmar and authorized as exporters or importers—specifically, businesses holding a valid export/import registration certificate—are eligible to engage in outward processing activities. The Myanmar Customs Department serves as the governing authority responsible for administering and overseeing the new procedures. Application Process and Compliance To obtain