Diep Hoai Nam

Corporate – M&A – Restructuring

• Advised Vietnam National Oil and Gas Group (PVN) and PetroVietnam Exploration Production Corporation (PVEP) in the acquisition of upstream Vietnamese assets from Conoco Phillips;
• Advised Vietnam National Oil and Gas Group (PVN) in the structure of Vung Ang I Thermal Power Plant Project and establishment of a joint venture with a Thailand state-owned electricity company to own and operate Vung Ang I Thermal Power Plant Project;
• Advised PVI Holdings (PVI) on the transaction of establishment of a life insurance joint venture company with Sun Life Assurance Company of Canada;
• Advised TNK-BP, a Russian company, in the acquisition of assets of BP in Vietnam;
• Advised Qatar Petroleum International Limited in the acquisition of a major share in a joint venture oil refinery complex in the south of Vietnam;
• Advised Nui Phao Mining Company in the due diligence exercise and acquisition of the biggest wolfram ore mining of Vietnam with the counter party being an investment fund of Dragon Capital;
• Advised PT Semen Gresik (Persero) Tbk, a leading Indonesian cement company, in the purchase of 70% shares in Thang Long Cement Joint Stock Company from Hanoi General Export Import Joint Stock Company (Geleximco);
• Advised Leader Group in the purchase of 70% shares in 5 mini hydro power plants totaling to 50MW of installed capacity in Lao Cai province;
• Advised Alibaba Group Holding Limited on a potential acquisition of a majority stake of Lazada Group S.A., the owner of Lazada Vietnam;
• Advised Posco Engineering & Construction Co., Ltd., – one of the top 4 construction companies in the world, in the potential sale of 50% shares in An Khanh New City Development Joint Venture Company Limited – project company of North An Khanh New City Project to Phu Long Real Estate Corporation – an affiliate of Sovico Holdings along with Vietjet Air and HDBank; and
• Advised Tasco International (Hong Kong) Ltd. in the acquisition of COLAS S.A.’s shares in two subsidiaries which are the leading companies in asphalt import, manufacturing and distribution in the Vietnamese market.

Foreign Investment

• Advised PVI Holdings (PVI) in the selection of strategic sales consulting organisation;
• Advised PVI Holdings (PVI) on the sale of strategic stake in PVI to foreign investors;
• Advised PetroVietnam Finance Corporation (PVFC) in the transaction of PVFC’s listing on the Singapore Stock Exchange;
• Advised Vinaconex in the sale of its Cam Pha cement project to strategic foreign investors; and
• Acted as local counsel to multi-national companies operating in Vietnam: Procter & Gamble, Hanesbrands, IBM, Metro Cash & Carry and many more.

Litigation

• Co-headed the YKVN legal team in the representation of Vinh-Son Song Hinh JSC (as co-counsel with Drew & Napier (Jimmy Yim SC)) in a US$200 million VIAC arbitration against a consortium of Chinese contractors arising from the construction of the Thuong Kontum hydro-project;
• Represented Hyundai Engineering & Construction Co. in its claim for outstanding progress payment incurred during the construction of a resort in Hanoi. This is probably one of the most complex construction cases in Vietnam. The case went through all stages of proceedings under Vietnamese civil procedures law and lasted for more than 4 years. Hyundai was paid the full amount ordered by the Vietnamese Supreme Court of Appeal;
• Advised Ban Phuc Nickel Mines Limited Liability Company in the settlement of the disputes between Ban Phuc Nickel Mines Limited Liability Company and Lien Viet Post Joint Stock Commercial Bank – Dong Do Branch in relation to one credit contract, two credit line contracts and 36 foreign currency sale and purchase contracts (the dispute was finally resolved between the two parties without legal proceedings);
• Represented Thang Long Cement Joint Stock Company (TLCC) before Quang Ninh People’s Court in the lawsuit initiated by Mr. Nguyen Thanh To requesting for cancellation of the decisions of the shareholders of TLCC from 2007 to 2014 (the lawsuit was suspended as Mr. Nguyen Thanh To withdrew the statement of claims);
• Represented Raj Exim, an Indian company, in the process of enforcement of two arbitral awards by the Arbitral Tribunal of Vietnam International Arbitration Centre;
• Advised Hitachi Engineering (a Japanese sub-contractor) in settling several issues relating to a sub-contract with the consortium Vinci-Sumitomo-Mitsui for the development and construction of the VTV Television Tower; the sub-contract between Hitachi Engineering and the consortium was made based on the FIDIC 1999;
• Advised Hyundai E&C and represented Hyundai E&C in both the first-instance and appellate hearings in connection with its various disputes with the owner of Lien West Lake Hotel under the construction contract which was made based on the FIDIC 1999;
• Assisted Hyundai E&C during enforcement of the final and binding court judgment against the owner of Lien West Lake Hotel;
• Advised a Taiwanese structural contractor in a dispute against the owner of Pacific Place Building in Hanoi (the dispute was finally resolved between the two parties without legal proceedings);
• Advised Pacific Link (a Singapore design firm) in a dispute against the hotel owner under a design contract (FIDIC short form);
• Advised Sam Kyoung Vina Company Limited in a dispute against Digitech Vietnam Joint Stock Company in relation to the plant lease contract;
• Advised a former member of Kyoei Steel Vietnam Company Limited (KSVC), in the dispute with Kyoei Steel Singapore Corporation Pte. Ltd. (KSSC) with regards to his transfer of 30% capital contribution in KSVC to KSSC;
• Advised Vietnam Railways in the dissolution of a container transportation joint venture between Vietnam Railways and a New Zealand company and in the settlement of disputes relating thereto;
• Represented a U.S. oil company in a commercial dispute arising out of a distribution contract with a Vietnamese company; and
• Acted as lead Vietnamese lawyer representing the Singapore branch of an international bank in a complex maritime dispute in Vietnam.

Real Estate/Construction/EPC

• Advised Mapletree on a joint venture with Saigon Co-op Investment-Development Joint Stock Company and Saigon Transportation Mechanical Corporation to develop a major mixed use project in Saigon South modelled on VivoCity;
• Advised MOIT in the Nghi Son II BOT Power Project;
• Advised People’s Committee of Hanoi regarding the build and transfer contract (BT contract) with Gamuda Berhard on the construction of a US$ 300 million sewage treatment plant in Hanoi;
• Advised T.H.T Company, a consortium of five Korean companies (Daewoo Engineering & Construction Company, Daewon Company, Dong Il Highvill Co., Keangnam Enterprises and Kolon Engineering & Construction Company) during the process of land clearance and compensation for the development of a new urban town in Hanoi;
• Advised Mapletree (Singapore) on the acquisition of Pacific Place, a mixed use building located in the centre of Hanoi, via the on-shore and off-shore purchase of all shares in the project developer;
• Advised a real estate fund on its proposed acquisition of certain real estate assets developed by Indochina Capital in Vietnam;
• Advised Bitexco on the negotiation of various hotel management contracts with Marriot for the management of Marriott Hotel, a 5-star hotel owned by Bitexco in Hanoi;
• Advised Au Lac Company, the developer of the Tuan Chau Island in Quang Ninh Province, to structure its hotel and resort business and to negotiate management contracts with a Korean hotel management company;
• Advised Asian Development Bank, ANZ Bank, Credit Lyonnais, Fortis Bank and Export-Import Bank of Malaysia Berhad in the financing of the Thu Duc BOT Water Treatment Plant;
• Advised UREC (a Chinese contractor) in a EPC contract for My Duc cement plant (FIDIC 2000);
• Advised Vinashin Shipbuilding Industries Company in negotiations with CMEC (China National Machinery & Equipment Import & Export Corporation, a Chinese contractor) with respect to a EPC contract for the Nha Trang shipyard;
• Advised Vinashin Dung Quat in negotiations with UREC (a Chinese contractor) with respect to a EPC contract for the Dung Quat shipyard;
• Advised AES (the owner) in various matters relating to the EPC contract for the Mong Duong BOT Power Project in Quang Ninh;
• Advised LG Display Co., Ltd. in review of the construction contract;
• Advised various foreign invested companies in various construction contracts and procurement contracts for the construction of their plants and manufacturing facilities;
• Advising a publicly listed Japanese general trading company on a joint venture with a leading Vietnamese green developer to establish a joint stock company in order to engage in the investment, development and management of a luxury apartment building with up to 380 housing units in Ho Chi Minh City; and
• Advising a Mitsubishi Corporation on a joint venture with Bitexco Corporation to establish a joint stock company in order to engage in the investment, development and management of The Manor Central Park with up to 240 low-rise housing units and two high-rise condominiums (comprising 1,036 apartment units) in Hanoi estimated to be US$1.3 billion in total project valuation and US$ 300 million for the investment of Mitsubishi Corporation.

Rankings

Vietnam’s Top 100 Lawyers | Asia Business Law Journal | 2023, 2022, 2021
Band 4 | Corporate and M&A | Chambers | 2023, 2022, 2021
Highly regarded | M&A | IFLR 30th Edition | 2023, 2022, 2021
Highly regarded | Restructuring and Insolvency | IFLR | 2023, 2022, 2021
Asia Best Lawyers | IFLR | 2021

Comments

“Highly capable”
“Good-quality work”
“Client focus and smart negotiation skills”
“A dependable lawyer who provides reliable advice”
“Understanding our business operations and being commercially minded”
“She’s a fierce negotiator and held in very high regard.”
“Patient and great under pressure”
“Strategic advice”
“Recommended wholeheartedly”
(Chambers)

• Vietnam Chapter | Corporate M&A | Chambers (2021)
• Co-authored the Vietnamese chapter of Mergers and Acquisitions 2004, International Financial Law Review, 2004;
• Co-authored Dispute Resolution 2003/2004 – Global Counsel Handbook;
• Co-authored BOT Project Financing in Vietnam, Asia Law, 2003;
• Co-authored US Anti-dumping Law: What Does the Vietnamese Seafood Industry Have to Know, 2003;
• Lectured on principles of international business law at the College of Business Administration for corporate executive officers in Ho Chi Minh City, 2002; and
• Spoke on US anti-dumping law at the seminar organised by the Finance Institute under the Ministry of Finance in December 2003 and various other seminars.