ESG In Vietnam: Legal Framework And Path To Compliance.

Tram Ngoc Bich Nguyen – Partner,
tram.n@tilleke.com

BIOGRAPHY

Tram Ngoc Bich Nguyen is a partner with the Vietnam corporate and commercial team of Tilleke & Gibbins. Based in firm’s Ho Chi Minh City office, Tram’s practice focuses on foreign investment and corporate matters, mergers and acquisitions, real estate, e-commerce, fintech, and data privacy. Her expertise includes advising foreign and multinational clients on investment in Vietnam, ranging from market-entry stage to expansion, corporate governance, internal rules and regulations, fundraising, restructuring, commercial transactions, and employment.

Tram has advised in domestic and cross-border M&A transactions involving Vietnamese companies engaged in a broad range of business sectors including real estate, healthcare, pharmaceuticals, energy, education, and distribution. Clients also benefit from Ms. Tram’s solid legal background in development, construction, management, operation, and lease activities in respect of real estate projects in Vietnam.

She also provides advice to technology-based businesses, including e-commerce retailers, platform owners, social networks, payment intermediaries, and fintech entrepreneurs. She assists multinational corporations in their adherence to local data protection laws and advises on issues such as platform and social network operations, terms and conditions, vendor contracts, e-contracting, cybersecurity, and data privacy.

Prior to joining Tilleke & Gibbins, Tram spent 16 years with one of Vietnam’s top local firms, where she had been a partner since 2019. Tram is a qualified lawyer in Vietnam and holds an LLM from the University of the West of England in Bristol, U.K., and an LLB in Commercial Law from the Ho Chi Minh City University of Law.

EXPERIENCE

• Advised the Vietnamese branch of an international coatings company to transfer its land site with an area of 18,343 sqm in Binh Duong Province.
• Advised a Vietnamese investment management firm on a land clearance and compensation agreement with provincial authorities in respect of its real estate project in Quang Nam Province.
• Advised a top real estate investor on divestment from a joint venture company operating a serviced apartment building in Hanoi.
• Advised a Vietnamese investment management firm on its potential investment in a hotel and resort project developed on land with a total area of 164 ha in Ba Ria – Vung Tau Province.
• Advised a Vietnamese investment management firm on a transaction in which it acquired warehouses from a market expansion service provider and leased the acquired warehouses back to the same company.
• Represented a capital management firm on a proposed acquisition of shares in offshore holding companies of three high-profile real estate projects in Vietnam.
• Represented a Singapore-headquartered capital management firm on its investment in a chain of 11 eye and general hospitals.
• Advised a Thai retail giant on the acquisition of a chain of retail outlets in Vietnam.
• Represented a startup incubator in its investment in two pharmaceutical companies, including a wholesale business and a retail business.
• Advised a Vietnamese investment management firm on investment and acquisition in a hospital in Dong Thap Province.
• Represented a startup incubator in its investment in a retail business with more than 20 branches and more than 20 business locations.
• Represented a Middle Eastern-Vietnamese joint venture investment fund on its investment into two solar power projects.
• Represented a Middle Eastern-Vietnamese joint venture investment fund in its acquisition of shares in a hydropower company.
• Advised on the proposed listing of a Singapore-based company on the Main Board of Singapore Exchange Securities Trading Limited, in connection with its shipyard subsidiaries in Vietnam.
• Represented a Vietnamese agriculture and food group on their inaugural issuance of fixed-rate VND bonds, guaranteed by the Credit Guarantee and Investment Facility (CGIF), a trust fund of the Asian Development Bank.
• Represented a ride-hailing technology company on its acquisition of an intermediary payment service provider from the founders and strategic shareholders in multiple tranches.
• Advised an international university in Vietnam on its restructuring and obtainment of licenses and permits required for education operations.
• Advised an American-funded university on various regulatory matters in respect of daily operation of education establishment in Vietnam.
• Represented a Singapore-based education company in their indirect acquisition of an international K-12 school in Vietnam.
• Advised on an offshore transaction for sale of shares in holding companies of an English training center in Vietnam.
• Advised a Japanese tobacco company on tobacco regulations related to marketing, advertising, and labeling, and operation of its representative office in Vietnam.
• Advised two leading FMCG companies on their day-to-day operations in Vietnam, commercial contracts with customers and service providers, advertising and promotion, antitrust, and termination of employment.
• Advised a leading Asian airline on the operation of their representative office in Vietnam and the group’s loyalty campaign.
• Advised a Japanese tobacco company and a multinational insurance company on building up the dawn raid policies for their Vietnam entities.
• Advised banking and non-banking credit institutions in their banking products (e.g., entrustment lending, discounting, and factoring) and compliance matters (such as anti-money laundering and counter-terrorist financing).
• Advised foreign investors on setting up their Vietnamese entities which engage in manufacturing of electronic devices and software, and corporate governance in Vietnam.

Education

• LLM, University of the West of England (Bristol, U.K.)
• LLB, Ho Chi Minh City University of Law