Services

As the real estate market develops strongly, particularly with deeper international economic integration through free trade agreements, the number of businesses and investors entering the market is increasing rapidly.

However, a promising market also presents challenges and risks, especially in housing, apartments and offices for lease, as well as the tourism and resort property segment, which has emerged and grown strongly in recent years.

Recognising the real estate market’s direct links with other markets, including finance, credit and construction, Penfield prioritises real estate advisory services to help investors operate safely within the legal framework and avoid risks and disputes during investment.

Penfield’s lawyers also have many years of experience in real estate law and have directly advised projects of different sizes throughout Vietnam, providing quality advice that meets clients’ needs.

Our advisory services include:

• Advising developers on real estate and urban development projects in Vietnam, covering every stage of project implementation;
• Advising domestic and foreign individuals and organisations on transactions involving real estate projects or their products;
• Advising on project fundraising and product sales and preparing standard transaction documents for project fundraising;
• Advising on investment capital contributions and project transfers;
• Advising on legal issues arising during investment and business activities involving real estate projects.

Globalisation and Vietnam’s economic reform and integration have created a favourable environment for diverse, active domestic investment. Multinational groups and foreign investors increasingly see Vietnam as a safe and promising destination for their capital. Demand for information on legal policy, the investment environment and investment procedures in Vietnam is therefore growing.

Penfield’s skilled lawyers have many years of experience advising projects involving domestic investment, foreign direct investment into Vietnam and Vietnamese investment abroad in Southeast Asia, Asia and Europe. Together with strategic partners in those regions, including law firms and financial companies, Penfield is ready to help clients establish and improve the effectiveness of their investments and eliminate legal risks through compliance with, and flexible application of, the law.

Our investment advisory services include:

• Advising on investment sectors, locations, forms and the establishment of investment projects;
• Advising on investment and project structures;
• Advising on procedures for investment in Vietnam and Vietnamese investment abroad;
• Advising on legal issues arising during project implementation;
• Advising on project acquisitions and transfers, including transfer methods, legal arrangements such as division, merger and consolidation, and documents relating to the transfer of project development rights;

Assessing a business’s legal characteristics for the implementation of an investment project.

Mergers and acquisitions (M&A) have become familiar in Vietnam in recent years, particularly as globalisation has become widespread. Broadly, M&A is a useful tool for expanding business markets and restructuring companies, offering investors many benefits.

M&A also involves risks. In Vietnam, its legal framework is not consolidated but spread across different laws, including the Law on Enterprises, Law on Investment and Commercial Law, which can create uncertainty for investors during implementation.

Penfield’s lawyers have extensive experience in many forms of M&A, including transactions between domestic businesses and cross-border transactions.

We focus particularly on legal issues and corporate risk management to offer multidimensional, safe and effective M&A solutions, save costs, minimise investors’ risks and ensure transactions proceed on a sound legal foundation.

Our advisory services include:

• Advising on and conducting legal due diligence on the business involved in an acquisition and assessing transaction risks relating to assets, markets, employment, tax, intellectual property and other matters;
• Advising clients throughout negotiation of M&A terms through to signing the M&A agreement;
• Assessing market risk appetite to advise on an effective, suitable and cost-efficient M&A structure and limit potential legal issues;
• Supporting legal procedures to obtain the licences, consents and approvals required for M&A.

Corporate governance focuses on building internal rules and mechanisms applying to individuals, units and departments, through which a business is managed and controlled effectively in accordance with its leadership’s intentions.

As the market economy develops strongly, businesses increasingly need a rigorous, effective governance system as a foundation for stable, long-term development and stronger competitiveness against domestic and international companies. Wasting money and personnel on a cumbersome, ineffective management structure threatens any business’s success.

Penfield’s lawyers have many years of experience in in-house legal practice and as heads of legal divisions at major Vietnamese businesses, giving them a deep understanding of how businesses of different types and sizes operate. Penfield has also advised a number of state-owned enterprises on corporate governance.

We can therefore work alongside clients as a trusted partner to improve governance and operations, address management issues consistently and coherently, and help businesses develop and achieve their shared objectives.

Our corporate advisory services include:

• Advising on business organisation to meet owners’ and managers’ requirements for capital and governance structures;
• Developing, reviewing and improving internal management regulations;
• Developing delegated-authority systems between positions and departments and advising on legal issues relating to their powers and responsibilities;
• Establishing mechanisms to inspect and control business activities;
• Advising on ways to limit risks in business management and operations.

Population growth, housing needs and increasing attention to amenities drive demand for urban infrastructure and projects to improve the environment and support sustainable urban development. Construction and tendering are closely connected. Tendering is an established form of business in a developed market economy and a specialised transaction method for large projects requiring efficiency and transparency.

Penfield’s lawyers have extensive construction and tendering experience, advising on contracts of different sizes. We focus on legal issues to provide safe, effective construction solutions and support transparent, fair tendering.

Our advisory services include:

• Advising project owners on compliance with tendering requirements and procedures;
• Advising on legal matters arising in tendering;
• Advising and helping address issues and changes between contractors and project owners during implementation of tendered work;
• Advising on commercial disputes arising during performance of tendered contracts.

Every investor entering a market is concerned with attracting capital for investment and business activities. Borrowing from banks and other credit institutions is a common funding channel. Credit conditions, loan structures, cash-flow management, security registration, and assessment of legal frameworks and financial risks in project finance and international trade finance are increasingly important.

Penfield’s lawyers have many years of in-house legal experience and have held senior legal positions in major Vietnamese banking systems. They have deep expertise in finance and banking, foreign exchange, fundraising and borrowing, and issuing certificates and instruments suited to each project’s funding requirements.

Penfield is confident in its experience and professional capabilities to develop legal solutions suited to each client’s needs and circumstances.

Our advisory services include:

• Researching and developing solutions for commercial banks financing infrastructure, construction and real estate projects;
• Advising on, drafting and reviewing credit, pledge, mortgage, financial leasing, insurance, loan and project finance agreements, and providing lawyers for negotiations;
• Advising on and preparing security transaction documentation and registering security transactions;
• Developing internal governance and operational procedures for banks and finance companies;
• Advising on loan insurance and risk management in banking and finance;
• Advising on debt restructuring and securing debt purchase and sale transactions.

Investors inevitably encounter disputes arising from relationships with partners or customers. Such disputes often arise when parties’ interests conflict, principally because one or more parties fail to perform their agreed obligations correctly or fully.

Preventing and resolving commercial disputes effectively helps businesses develop sustainably and makes investment and business activities safer and more effective. In many cases, handling disputes properly can protect a business from bankruptcy or severe financial loss.

Penfield is ready to defend and protect clients when such disputes arise. We advise and support dispute resolution through negotiation, mediation, arbitration or courts, including:

• Advising on business and commercial dispute resolution strategies to protect clients’ lawful rights and interests;
• Representing clients in direct discussions with counterparties to seek agreement and negotiate settlement through negotiation or mediation;
• Advising on resolution strategies and representing clients in proceedings before competent adjudicatory bodies, including arbitration and People’s Courts;
• Seeking recognition and enforcement in Vietnam of foreign court judgments and decisions in business and commercial matters, or non-recognition of such judgments and decisions where enforcement in Vietnam is not sought;
• Seeking recognition and enforcement in Vietnam of foreign arbitral decisions in business and commercial matters.