Recent deals

Apolat Legal advised on investment and establishment of a industrial zone infrastructure development company

APOLAT LEGAL played the role as a Vietnamese legal advisor for the Korean Investor as Client in the progress of applying for the Investment Policy of the Government for the project of industrial park infrastructure development in Quang Ngai Province with the scale more than 245ha and the total investment is more than 54 million USD.

APOLAT LEGAL understands that provide the accuracy and effective consultancy shall protect the rights and benefits of the Investor, on the other hand, build the transparency for the investment market of Vietnam and continues to attract foreign investors to make the investment into Vietnam. Therefore, APOLAT LEGAL has built the plans and provided the advisory, guidance and expertized the documents of Client carefully and effectively in the progress of Investment policy from the Government with all the experienced as well as knowledge. Throughout the performance, with the accurate and swiftly consultancy of APOLAT LEGAL, the Investor has handled many legal issues as well as the policy issues of the State agencies.

Moreover, APOLAT LEGAL represents for Investor in the progress to work with the State agencies to make explanations and respondents the questions which are related to the project for the project approval.

The notable legal issues shall be listed as: The case authorization belongs to the Prime Minister which requires a long time of approval, this could affect the estimation of the Investor by the policy amendment, price amendment.

Apolat Legal advised on restructuring State assets

APOLAT LEGAL is a trusted company which is chosen to perform legal advisory for an enterprise which has 100% capital from the Municipal Party Committee – the leading organization of the Communist Party of Vietnam in municipality and province city in Vietnam – to perform changes to the enterprise structure, to down-sizing the enterprise, to handle the large debts cannot afford to pay and to prepare the plan of transferring operation rights of the restaurant, hotel chains which belong to the Municipal Party Committee.

With the amount of transferred and rented assets from the Municipal Party Committee for decades and the change of according to the management level, the business efficiency of the enterprise does not develop in the good direction, therefore the Municipal Party Committee desires to handle current assets of the enterprise to pay the debts and to transfer the restaurant, hotel chains to experienced individual/organization to develop and bring revenue to the owner company and has the ability to pay the current debts of the enterprise. Moreover, all current employees of the enterprise shall be transferred to the individual/organization received restaurant, hotel chains.

The notable legal issues in this case shall be listed as: Assets assessing, assets value of the Municipal Party Committee, assets value of the enterprise. This issue must be done with the Auditing and Valuation companies. Long-time of operation, the specialty of the enterprise so the legal system changes from time to time, the study and the choice of applicable law and adjustment law is also a complicated problem.

With years of experienced in the fields of enterprise, labor, civil, APOLAT LEGAL has advised and supported the owner company in the plan and offer many greatest solutions to make sure the benefits of the owner company on finance, time and to make sure the hundreds of employees in the enterprise to receive the same benefits after transferring the project to other individuals/organization.

Apolat Legal advised on copyright dispute between a famous singer and the Vietnam biggest online music streaming site

APOLAT LEGAL is a company which serviced for legal advisory and prosecution representative to conciliate copyrights and related rights between a famous singer and the largest music streaming site of Vietnam about uploading, streaming songs which are protected by copyrights and related rights without permission from copyrights owner. In pursuant to published information, this case shall be considered as the first dispute between a famous singer and the largest music streaming site of Vietnam which was dominating the music market, and also operating as a social network.

In this case, the key is to determine the formula to calculate the number of the views and how to charge them when the parties do not have any formal agreement. Moreover, the case developed complexly under circumstance of Vietnam still does not have transparent Intellectual Property regulations and close to the international standard about responsibilities of the intermediary organizations on the internet.

The question is “Shall the intermediary organization take responsibilities to a song which is uploaded into the organization’s network by another user?”

As the organization which represents for the plaintiff, all lawyers in APOLAT LEGAL have taken steps to review the case, represent to negotiation, conciliate at the court and achieved certain results. The result of this case shall be considered as the first step of the effort to execute effectively the regulations of Intellectual Property law in Vietnam internet environment.

Apolat Legal advised on a successful M&A deal in financial sector

APOLAT LEGAL has a major role as the legal advisor for Selling Shareholders in the share acquisition deals of selling all of their shares in a fund management company that is established and operating under the Vietnam law with the operating license issued by the State Securities Commission of Vietnam in 2008.

In this transaction, Selling Shareholders are Vietnamese enterprise and individual, whose total capital take up 100% voting rights of the fund management company, and the Investor is a Korean Enterprise.

Critical legal issues to consider in this deal can be named as: Selling Shareholders both authorize to one individual to receive purchase amount from the Investor. On the other hand, the Investor must have approval from the Financial Services Commission of Korea before entering this acquisition.

As the legal advisor for Selling Shareholders, APOLAT LEGAL has advised necessary conditions for Selling Shareholders before entering the transaction; accompanying with the Investor and Selling Shareholders in the negotiation meetings as well as drafting and preparing internal dossiers acquired by the fund management company to make sure the transaction is fully approved before implementing the acquisition. Moreover, APOLAT LEGAL has reviewed and amended the context of share transfer agreement to ensure all legal rights and benefits of Selling Shareholders in the deals.

Apolat Legal has advised on business structure for apartment building project of Coastal Living Land

Coastal Living Land operates in the field of investment and development of real estate projects, real estate investment consulting, real estate broker trading, hotel accommodation and resort services.

With nearly 20 years of operation in the real estate industry, Coastal Living Land has successfully developed residential, urban and commercial center projects in Ba Ria Vung Tau Province, Vietnam.

Apolat Legal has advised on the structure of transaction and conditions to operate real estate development project under the management of Coastal Living Land, which builds and sales commercial apartment building in Ba Ria – Vung Tau Province, Vietnam from the stage of advising the structure of project development, the form of capital mobilization in accordance with the legal status and implementation status of the project; and preparing the transaction documents (deposit agreement, sale and purchase agreement, etc.) according to the structure advised as well as proceeding administrative procedures at competent authorities for approving transaction documents.

Apolat Legal team

M&A and Investment – Le Tien Dat (Senior Partner), Thieu Thi Kieu Thu (Associate), Dao Trung Thong (Associate) and Le Thi Anh Thu (Senior Paralegal).

Apolat Legal has conducted a legal due diligence (Legal DD) and advised on a merger and acquisition (M&A) deal over a 50MW wind power project in Soc Trang province, Vietnam

Apolat Legal has advised a Private company limited by shares registered in Hong Kong for providing a legal due diligence and M&A legal advisory over the target 50MW wind power project in Soc Trang province, Vietnam and carrying out the M&A agreements.

The legal due diligence and M&A legal advisory include the form of above project investment in Vietnam, the approval levels, necessary licenses and approvals of wind power investment project, legal status of project lands, taxes and other financial obligations, electricity price for grid-connected wind power projects, the electricity transmission network, the power purchase agreement (PPA), etc.

Apolat Legal has also advised on the legal issues/potential legal risks related to the establishment and operation of the above project, the legality of its current licenses/approvals, our legal risk assessment and recommendation for the purpose of the M&A transaction.

Apolat Legal team

M&A and Investment – Le Tien Dat (Senior Partner), Dao Trung Thong (Associate).

Apolat Legal advised one of the world’s leading diversified turnkey solutions provider on solar power projects

Apolat Legal is a legal consultancy in Vietnam for the CLIENT who is the manufacturer, distributor of solar modules and one of the world’s leading diversified turnkey solutions provider for solar power projects with its head office in China and have numerous branches in the US, Japan, Thailand, and Vietnam. The Client products and services have been provided successfully to more than 50 countries in the world.

We are the only legal consulting unit that trusted by the Client in providing legal advice as well as carrying out the procedure related to the establishment of a company in which the Client invested and owned 100% of the capital for developing Vietnam Market, and participate in potential solar energy power development projects in Vietnam.

With the knowledge as well as experience in providing legal advice to foreign investors, Apolat Legal has carefully advised, guided, and appraised the Client’s documents steady yet effectively in the entire process of preparation and development of the Client’s project.

We believe that by providing accurate and practical advice, on the one hand, would help to protect the rights and interest of the Client and on the other hand, would make the investment environment transparent in order to attract foreign investor to invest in Vietnam Market.

Apolat Legal advised on Gas Distribution

Gas Nam Sao Joint Stock Company is a company with a gas distribution network in Ho Chi Minh City, Binh Duong, and Dong Nai provinces. They are one of the scarce companies with conditional business lines and restrictions on the Vietnamese Market.

Gas Nam Sao has trusted and chosen Apolat Legal as a companion alongside with the development of the company as well as a legal advisor for shareholders offering shares to Investors. With an effective long-term business strategy that has attracted the attention of Japanese Investors, Apolat Legal has assisted existing shareholders in consulting legal issues in changing the organization structure, restructuring capital when Japanese Investors became its shareholders.

In addition, Apolat Legal applies current legal regulations on investment and enterprises and contributes to perfecting plans, determining investment and cooperation directions to bring about financial efficiency, limiting administrative procedures or application for licenses that foreign-fun company must carry out when operating in the retail sector, creating a safe and reliable environment for Japanese Investors for the business performance of Gas Nam Sao.

With an experienced legal team, Apolat Legal has helped the project “called for Investors” to succeed and progress in line with the existing schedule plan of Shareholders. Japanese Investors have trusted and invested a large amount of capital to promote the growth of the gas distribution network of Gas Nam Sao in the southern region of Vietnam.

Apolat Legal advised on the merger & acquisition deal of Phu My Vinh Joint Stock Company

Apolat Legal is the legal advisor of a leading company in the field of exploitation, treatment and supply of clean water in Long An Province, Vietnam (“Target Company“) and shareholders owning shares of the Target Company in the share purchase transaction with the Malysian Investor who indirectly owned by the Rohas Tecnic Berhad Group (“Investor“).

At the time of opening the deal, the Target Company is the investor, manager, and owner of 02 projects of water treatment plants in Long An Province, Vietnam. In this share acquisition deal, there are 02 critical legal issues: the first issue is whether the Target Company has to change the form of land use from allocation to annual lease when being invested by the foreign investor or not, because, under Vietnamese Law, the foreign-invested enterprise is not allowed to use land in the form of land allocation. On the other hand, it is unclear under current land laws what procedures to follow for the change of the legal status of the land in this specific case; the second critical issue is how to divide the precedent conditions into groups to be completed in each particular stage corresponding to the disbursement progress of the investment capital to ensure the interests of Sell Shareholders and the Target Company as well as increase the success ability of the acquisition.

As a consultant for the Target Company, Apolat Legal has reviewed the internal legal documents as well as the compliance of the Target Company under applicable Vietnamese laws to minimize legal risks that may prevent the share acquisition between the Parties. Besides, Apolat Legal has also participated in negotiation meetings with Investors to provide direct advice at the meeting for representatives of the Target Company, as well as advise on contents of the share purchase agreement between Shareholders of the Target Company and the Investor.

Apolat Legal is the legal advisor of a leading company in the field of exploitation, treatment and supply of clean water in Long An Province, Vietnam (“Target Company“) and shareholders owning shares of the Target Company in the share purchase transaction with the Malysian Investor who indirectly owned by the Rohas Tecnic Berhad Group (“Investor“).

At the time of opening the deal, the Target Company is the investor, manager, and owner of 02 projects of water treatment plants in Long An Province, Vietnam. In this share acquisition deal, there are 02 critical legal issues: the first issue is whether the Target Company has to change the form of land use from allocation to annual lease when being invested by the foreign investor or not, because, under Vietnamese Law, the foreign-invested enterprise is not allowed to use land in the form of land allocation. On the other hand, it is unclear under current land laws what procedures to follow for the change of the legal status of the land in this specific case; the second critical issue is how to divide the precedent conditions into groups to be completed in each particular stage corresponding to the disbursement progress of the investment capital to ensure the interests of Sell Shareholders and the Target Company as well as increase the success ability of the acquisition.

As a consultant for the Target Company, Apolat Legal has reviewed the internal legal documents as well as the compliance of the Target Company under applicable Vietnamese laws to minimize legal risks that may prevent the share acquisition between the Parties. Besides, Apolat Legal has also participated in negotiation meetings with Investors to provide direct advice at the meeting for representatives of the Target Company, as well as advise on contents of the share purchase agreement between Shareholders of the Target Company and the Investor.

Apolat Legal has successfully advised and supported A&J Products on the acquisition of Thuan Thien Phuc Wood Company

Apolat Legal has successfully advised and supported A&J Products via its major shareholder to acquire 100% capital contribution of a giant wood manufacturer company – Thuan Thien Phuc Wood Company Limited, who own the land use ownership of more than 24,000 square meters of land and factories in Binh Duong Province, Vietnam (“Target Company”) with the deal value approximately USD 2,150,000 (Two million one hundred and fifty thousand US Dollars). The purpose of the deal is to expand factories to produce and export A&J Products to customers in the United States of America and Europe.

The deal was started by a legal consultation on possible approaches to get the land use and factories ownership of the Target Company. After considering all pros and cons of each option suggested by Apolat Legal team, the Client decided to purchase all capital of the Target Company to indirectly own the land use and factories ownership.

The most major tasks of the deal where Apolat Legal played the key role as a professional consultancy are conducting due diligence and providing advice on legal issues in regard to the Target Company as well as its assets. The tasks are for the purpose of ensuring the safety of the Client once he becomes the new owner of the land, factories and the Target Company. Also, relevant transactional and administrative documents were well prepared and provided to the Client by Apolat Legal team.

The deal was processed under the most thorough performance of Apolat Legal team, aligning with the goal and favour of the Client. Apolat Legal also promptly updated the progress of the deal to the Client accompanied by a set of advice and proper recommendation to avoid potential risks or to tackle obstacles.

Partner Le Tien Dat and Associate Thieu Thi Kieu Thu advised this deal.

Apolat Legal has advised on closing deal of an offshore acquisition of shares in Jana Link Co., Ltd. (Japan)

Apolat Legal has advised and supported a Client who is a company in Khanh Hoa, Vietnam to successfully conduct a cross-border M&A transaction over Jana Link Co., Ltd., a company established in Japan and operating in the field of trading in agricultural machines and equipment.

In the course of providing legal services, as Client’s critical legal advisor, Apolat Legal has counselled to review the shares acquisition agreement and ensure that Client complies with statutory regulations on obtainment of outbound investment registration certificate (Outbound IRC) and foreign exchange management during the implementation of offshore investments as well as the implementation of other necessary procedures under the laws on investment.

Besides, while performing foreign exchange registration so that Client can transfer funds into the target company, we have assisted Client in explaining to the State Bank for issues arising from the differences between the Vietnamese and the Japanese legislation on investment management.

Apolat Legal has been conscientious and aligned with Client ‘s goals and interests. Apolat Legal also promptly updates Client a step-by-step process accompanied by appropriate advices and proposals to prevent potential risks or resolve problems throughout the performance.

Managing Partner Le Tien Dat advised this deal, with assistance of Associate Dao Trung Thong.