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Jay Cohen

Partner and Director, Cambodia

Biography

Jay Cohen is a partner and director of Tilleke & Gibbins’ Cambodia practice, leading the Phnom Penh office’s commercial and intellectual property practices. Based on the quality of his client service and legal expertise, Jay is ranked as a leading commercial lawyer in Cambodia by Asialaw, Chambers Asia-Pacific, IFLR 1000, and The Legal 500 Asia Pacific.

With over 15 years of experience in Asia, Jay is an authority on inbound investments in the region. His practice covers every stage of the investment process, beginning with offshore structuring issues and market entry into Cambodia, including advising on appropriate entities, tax considerations, licensing requirements, intellectual property protection, and labor compliance matters. He also regularly assists clients with implementing appropriate corporate and investment structures, advising on ongoing operations, and negotiating and drafting commercial contracts.

Jay has particular expertise in the energy industry, in which he frequently assists clients with acquisition of energy resources and infrastructure, handles upstream licensing and transactional work, and advises on regulatory compliance in emerging Southeast Asian markets. He is also a well-respected practitioner to the technology industry, frequently advising innovative technology companies on their Southeast Asian operations, with a particular focus on the regulatory framework applicable to FinTech and other professional services technology. He is an active member of the firm’s Technology Industry Group.

More broadly, Jay is a trusted advisor to businesses on a variety of general corporate, commercial, intellectual property, and compliance matters in Cambodia, including licensing and regulation; civil aviation compliance procedures (including aircraft registration and deregistration); real estate investment structuring; resource development project licensing and concessions; trademark and patent registration and enforcement; labor and employment matters; and mergers and acquisitions.

Jay is a truly global practitioner, entrusted with high-value commercial matters by both local clients in Cambodia and international clients from across Asia, Europe, and the United States alike. He consistently provides practical, innovative solutions to the dynamic challenges that arise within a developing legal framework. Recognized for his knowledge and insights on the legal environment for business in Cambodia, Jay currently serves on the Board of Governors for the American Chamber of Commerce in Cambodia, is a member of the Executive Board of Cambodia’s National Commercial Arbitration Centre, and was named to the Cambodia Leadership Review Top 50 2025 from Cambodia Investment Review and the the International Business Chamber of Cambodia.

Jay earned his JD from Washington University School of Law in St. Louis, Missouri, alongside an MA in East Asian Studies, and is licensed to practice law in the state of California. He is conversant in Chinese (Mandarin).

Experience

  • Served as a sole arbitrator in a complex dispute in front of the National Commercial Arbitration Centre of Cambodia.
  • Assisted with an EPC agreement for the construction of a jet fuel depot as part of the development of Phnom Penh’s new international airport.
  • Retained to assist a Thai state-owned bank in preparing a suite of template agreements under the umbrella of the client’s uncommitted credit facility agreement for use in the Cambodian market.
  • Advised numerous world-leading banks, investment firms, and financial services providers on the marketing of offshore debt and equity securities and funds, and the provision of financial services (e.g., remittance and clearance services) to clients in Cambodia.
  • Represented a leading Cambodian utilities company in procuring a USD 2.3 million loan facility to expand its water treatment plants and provide working capital.
  • Advised the operator of a leading third-party mobile and online payment platform on regulatory issues and approvals required to introduce and operate the client’s widely-used payment platform in the Cambodian market.
  • Acted for a Singapore-based impact investment firm on leading a pre-series A round for an agricultural supply chain startup in Cambodia.
  • Advised a leading energy-as-a-service company in Asia on business model structuring issues and assisted with preparing a template equipment lease agreement for its planned launch of a rooftop solar business in Cambodia.
  • Advised the Southeast Asian regional franchisee of a world-leading clothing retailer on the expansion into the Cambodian market.
  • Represented a client on the provision of a USD 500,000 convertible loan to a Cambodian water authority. Work involved extensive investigations into the holding company and four subsidiary water companies, reviewing and providing extensive input on the loan agreement, and advising on the successful completion of the loan.
  • Advised multinational clients on the acquisition of oil and gas blocks in Cambodia, Vietnam, Kazakhstan, and the United Kingdom.
  • Represented a major global energy company in negotiating the terms of a transnational gas pipeline in Southeast Asia.
  • Drafted and advised on the service and process agreements for one of Asia’s largest refineries.
  • Drafted license and service agreements for telecom platforms in Indonesia, Israel, Kazakhstan, The Netherlands, Thailand, the United States, and Vietnam.
  • Advised on and drafted original design manufacturing transactions for a major global consumer electronics company for the production of mobile phones.
  • Advised banks and Fortune 500 companies on know your customer and anti-corruption requirements in Southeast Asia.
  • Drafted and advised on loan and security agreements, and banking opinions in Cambodia for international banks.
  • Advised real estate developers on all aspects of real estate development projects from initial structuring issues, land acquisition, security issues, real estate development rules, condominium management rules and commercial agreements with buyers.
  • Acted as legal advisor to the administrator in the first insolvency proceeding filed in Cambodia for Nautisco Seafood Manufacturing.
  • Represented creditor and participated in the creditor’s committee in connection with Cambodia’s second insolvency proceeding for Mfone.
ABOUT Jay

Industries

Aviation

Energy

Fintech

Technology

Practices

Banking and Finance

Capital Markets

Compliance and Investigations

Corporate/M&A

Employment

Intellectual Property

Real Estate

Location

Languages

    English

    Chinese

Education

    JD, Washington University School of Law

    MA, Washington University School of Law

    BA, Emory University

Insights

June 4, 2025
On April 2, 2024, the Cambodian Competition Commission (CCC) issued Decision No. 087 on Requirements and Procedures of Exemptions under the Law on Competition, outlining the requirements and procedures for requesting exemptions for agreements or activities that could prevent, restrict, or distort competition in Cambodia. Franchise agreements often include clauses such as price fixing, exclusive supply arrangements, or territorial restrictions, which could potentially raise concerns under the Law on Competition. Therefore, it is necessary for both franchisors and franchisees to understand how the law applies to their agreements and whether an exemption request may be required. Some arrangements under franchise agreements may fall within the scope of prohibited practices under the Law on Competition. These include horizontal and vertical agreements, abuse of dominant position, and anti-competitive business combination. If a business owner contemplates that their franchise agreement could be interpreted as anti-competitive, they must assess whether to apply for an exemption. Key Criteria for Exemption Under Decision No. 087, the CCC may grant an exemption if the applicant can demonstrate that the proposed agreement or activity meets all four of the following conditions: Significant and identifiable benefits: The agreement must provide clear technological, social, or economic benefits such as cost efficiencies, qualitative efficiencies, initiations of new technologies, or environmental and sustainable benefits. Necessity of the agreement/activities: These benefits must not be achievable without the proposed agreement or activity. The applicant must show that prevention, restriction, or distortion of competition are essential to realizing the benefits. Benefits outweigh harm: The positive impacts must significantly outweigh any adverse effects caused by the prevention, restriction, or distortion of competition, and the benefits should be likely to materialize within one year. No elimination of competition: The agreement must not eliminate competition in any substantial aspect of goods or services. Application and Supporting Documents
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May 28, 2025
On May 6, 2025, Cambodia’s Ministry of Labor and Vocational Training (MLVT) issued Prakas No. 112/25 on Overtime Work, Work on Paid Holidays, and Suspension of Weekly Days Off, which outlines specific conditions, formalities, and procedures in relation to working overtime, work on paid holidays, and suspension of weekly days off. Overtime Work Employees may be requested to perform overtime work based on the operational needs of the employer, particularly in the following circumstances: When undertaking special assignments related to inventory and balance sheets, liquidation deadlines, and closing of accounting books. In cases of excessive workload arising from exceptional circumstances where alternative measures are not feasible for the employer. However, the overtime work must be conducted voluntarily and must not be enforced through coercion or disciplinary action. Although this new prakas on overtime work does not specify the maximum allowable hours of overtime work, the Labor Law states that overtime must not cause total working hours to exceed 10 hours per day, except in cases of disaster prevention or rectification. Work on Paid Public Holidays Employees are entitled to paid public holidays announced annually by the MLVT. However, when work cannot be suspended, employees may be requested to perform work on paid public holidays on a voluntary basis. Suspension of Weekly Days Off When urgent work is required to prevent imminent accidents or to repair damage to materials, facilities, or buildings, weekly days off may be suspended for up to two nonconsecutive days per month. This applies to both employees of the affected enterprise and those of external entities engaged in the repairs of the affected enterprise. Reduction of Weekly Days Off Due to Weather Certain categories of enterprises are permitted to reduce employees’ weekly days off by up to two nonconsecutive days per month as compensation for working
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April 18, 2025
On March 31, 2025, Cambodia’s Ministry of Labour and Vocational Training (MLVT) issued Notification 009/25, which grants an extension for the renewal of foreign workers’ work permits and employment books in 2025. This extension is to ensure that those who have not yet applied for the renewal of their work permits are provided with sufficient time to complete the application process, as there have been delays in the submission of work permit extension requests. The new deadline for the submission of renewal applications for work permits and employment books is April 30, 2025. Applications and renewals must be processed via the MLVT’s online Foreign Workforce Centralized Management System before the specified deadline. Failure to extend the validity of work permits and employment books for foreign workers before the deadline may result in significant monetary penalties for both employers and foreign nationals. All foreign workers should renew their work permits and employment books within the extended deadline to ensure continued validity for working in Cambodia.
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March 13, 2025
The recent freeze on US foreign aid has led to the suspension of billions of dollars in foreign assistance as well as widespread layoffs at contracting organizations around the world. Under this situation, USAID-funded offices in all jurisdictions, including Cambodia, may face the challenge of determining whether they need to lay off their employees. Employers in Cambodia may take different steps in response to this and other instances of sudden financial stress in order to manage their workforce in accordance with Cambodian laws and regulations. Suspension Cambodia’s Labor Law allows employers to suspend employment contracts due to a major economic or material issue or any unexpected difficulty that results in the suspension of operations. To impose this employment contract suspension, the employer must initially submit a suspension request to the Ministry of Labor and Vocational Training (MLVT), detailing the reasons for the requested suspension. If the reasons are deemed valid and the request is approved, the suspension period cannot exceed two months. During the suspension period, the employer must continue providing accommodation for employees if this benefit is already being provided. In some circumstances, the suspension period can be extended if necessary (as happened during the COVID-19 pandemic). However, financial difficulties alone may not be a valid reason for extension. The decision is at the discretion of the MLVT labor inspectors on a case-by-case basis. Therefore, given the uncertain timeline of financial difficulties that may significantly impact the employer’s budget, suspending employment contracts might be ineffective. Mass Layoffs Under Cambodia’s Labor Law, mass layoffs due to a significant reduction in an establishment’s operation or an internal reorganization foreseen by the employer are permissible. The layoff order must be based on professional qualifications, seniority period, and family burdens of the employees. The first employees to be laid off must be
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Awards & Rankings

April 18, 2025
Asian Legal Business has released its 2025 “Employer of Choice” rankings, and Tilleke & Gibbins has once again secured top honors as a premier employer in the legal sector in both Thailand and Vietnam. This marks the 13th consecutive year that the firm has been recognized as Employer of Choice in Thailand and the 11th time in Vietnam.
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January 30, 2025
The newly released 2025 edition of the annual WTR 1000 rankings from World Trademark Review once again give high marks to Tilleke & Gibbins across the region. The rankings, which showcase the leading firms and lawyers for trademark work around the world, again confirm Tilleke & Gibbins’ reputation as a powerhouse for trademark-related matters in Southeast Asia. In the 2025 rankings, the firm’s offices in Thailand and Vietnam have retained their top-tier Gold Band rankings, while the Indonesia office achieved Silver Band rankings in both the Prosecution and Strategy (Silver Band) and the Enforcement and Litigation (Bronze Band) categories. In the Cambodia rankings, Tilleke & Gibbins was placed in the top tier (Highly Recommended), while the firm’s Yangon office again appeared in the single-tier Myanmar rankings of recommended firms. World Trademark Review does not currently publish rankings for Laos. Tilleke & Gibbins attorneys in all offices also earned a record 25 individual accolades in the 2025 edition of the WTR 1000: The WTR 1000 is a trusted resource for companies and individuals seeking world-class legal assistance with trademark-related matters. The directory’s rankings are based on in-depth research to identify key firms and individuals leading the way in trademark-related legal practice. Depth of expertise, positioning in the market, level of activity, and peer and client feedback are all factored into the rankings. For more information about the rankings and to browse the full results, please visit the World Trademark Review website.
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January 16, 2025
Tilleke & Gibbins has maintained its strong regional presence in the 2025 edition of The Legal 500 Asia Pacific rankings, demonstrating continued excellence across all six jurisdictions where the firm operates. The rankings, which were recently released, showcase the firm’s consistent high performance with 30 practice rankings and 30 individual recognitions.
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