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TRUNG, Luong Van

Managing Partner
Securities & Capital Market, Banking & Finance; Corporate and M&A, Funds, Dispute Resolution

PROFILE SUMMARY

Trung has over 15 years of experience in legal practice related to direct investment, securities and capital transaction, project financing, private equity, commercial and corporate matters, and 6 years of general and investment compliance.

Trung started his legal career by joining two leading local law firms, where he earned knowledge and experience in FDI projects, M&A, commercial practice and litigation.

He later joined a multi-national FMCG company as an in-house counsel and was responsible for commercial, regulatory and corporate matters of the company and its joint-venture with the largest tobacco corporation of Vietnam. He then moved to Manulife Financial as legal counsel and compliance officer, where he was in charge of legal and corporate matters of the life insurance company and its subsidiary being a local fund manager and was involved in legal and regulatory preparation for a public fund. He was also responsible for general compliance and investment compliance of both companies, including building and implementing key policies inherent to their respective business.

Trung had been General Counsel and Chief Operating Officer at Saigon Asset Management (SAM), who manages two funds listed on Frankfurt Stock Exchange with total asset value of US$125 million investing in private equity, OTC and listed stock and real estate projects, for 4 years (2007 – 2011). He then resigned from full-time management at SAM but still acted as an external advisor of the company before he has become a member of its Board of Advisors since 2014.

Trung is an arbitrator at Vietnam International Arbitration Center (VIAC) (investment, finance, real estate & construction, corporate and commercial matters).

Trung is also a member of Board of Representatives of MB Capital Vietnam Bond Fund (MBBF) and MB Capital Value Fund (MBVF) managed by MB Capital.

AREAS OF PRACTICE

Capital Market; Corporate and M&A; Finance; Insurance; Investment and Real Estate & Construction; Dispute Resolution.

PROFESSIONAL MEMBERSHIP

  • Arbitrator of Vietnam International Arbitration Centre (VIAC)
  • Member of Inter-Pacific Bar Association (IPBA)
  • Member of Ho Chi Minh City Bar Association (Vietnam)
  • Vietnam Bar Federation
  • Member of Vietnam Intellectual Property Association (VIPA)

EDUCATION AND TRAINING

2004 – 2005: College of Law, United Kingdom

Graduate Diploma in Law (Commendation), a conversion course providing for legal background for qualification as a solicitor or barrister of England and Wales.

1994 – 1998: Hanoi University of Law (Hanoi, Vietnam) - LLB (Law)

LIST OF KEY DEALS

Capital Market and Finance

  • Taking part in drafting placement memorandum (prospectus) for two investment funds to raise successfully US$125 million and subsequently listed on Frankfurt Stock Exchange;
  • Working with a leading law firm in the USA and one in Cayman Islands for 4 years on the laws of USA, Germany and Cayman Islands related to forming and operation of 2 funds, their investment manager and 11 SPVs;  
  • Taking part in drafting placement memorandum (prospectus) for other 5 funds: Media Fund, Smart Money Fund, Distress Asset Fund, Infrastructure Fund and Energy Fund;  
  • Advising and assisting a local fund management companies on forming 2 member funds of equity and real estate;  
  • Advising and assisting a local fund management companies on forming a mutual fund of fixed income;  
  • Reviewing custodial services agreement and supervisory services agreement with various top foreign banks operating in Vietnam, such as HSBC, Citibank, Deutsche Bank, etc.

M&A, Investment and Corporate Matters

  • Advising and preparing the term sheet and draft of the Joint Venture (Shareholder) Agreement for a corporation in Vietnam who was selected to be the first investor in a project of investment and operation of an express way with total estimated investment of US$780 Million. This is the first project implemented in the form of Public Private Partnership (PPP) in accordance with Decision No. 71/2010/QĐ-TTg dated 9 November 2009 by the Primer Minister of Vietnam;  
  • Acting as member of Investment Committee of 2 funds investing in equity and real estate with US$125 Million;  
  • Responsible for all legal and corporate matters of Cayman Islands investment management company managing two investment funds with 12 subsidiaries established in both Cayman Islands and Vietnam for 4 years;  
  • Responsible for all legal matters and investment compliance relating to investment management of US$125 million investing in private equity, merger & acquisition, equity and real estate projects for 4 years;  
  • Advising a leading smart phone and electronic products company headquartered in Korea in technology transfer and applying for new business activities related to manufacturing and distribution;  
  • Advising and assist a Chinese animal food producer in restructuring its ownership and capital in its 3 subsidiaries in Hanoi, Ho Chi Minh City and Dong Thap and registration of such changes;  
  • Advising and reviewing a capital transfer contract between a leading local bank and an investment fund for an acquisition by the bank of 70% capital in a foreign-invested company with the transaction value of over US$12 Million;  
  • Participating in negotiation process and preparing contracts and necessary documents for investment cooperation to implement a project of construction of a complex apartment and trading center with total of 5,400 m2 in Ward 11, Tan Binh District, Ho Chi Minh City between a local company and a foreign real estate investment fund with the transaction value of over US$18 Million; 
  • Participating in negotiation process and preparing contracts and necessary documents for investment cooperation to implement a project of construction of a complex apartment and trading center with total area of 14,000 m2 in An Phu Ward, District 2, Ho Chi Minh City between two local companies and a foreign real estate investment fund with the transaction value of over US$12 Million;  
  • Participating in negotiation process and preparing contracts and necessary documents for investment cooperation of a real estate investment fund to invest into Mo Plaza project in Hanoi with the core investor being Vinaconex with the transaction value of over US$40 Million;  
  • Participating  in  negotiation  process  and  preparing  share sales contracts in order to acquire more than 19% of shares in a real estate company ready to list its shares on Ho Chi Minh City Stock Exchange with the transaction value of over US$5 Million;  
  • Drafting contract of sale of ice cream business between a multinational company and a Vietnamese company;  
  • Advise a leading smart phone and electronic products company headquartered in Korea in applying for new business activities related to manufacturing and distribution;  
  • Advise a leading automobile maker from Japan in applying for new business activities related to manufacturing and distribution and setting up new branch in Ho Chi Minh City with total investment capital of US$53 Million;  
  • Assisting over 20 foreign investors in establishing their subsidiary in Vietnam to do business in distribution, education & training, software and production and advise on legal matters related to their post-licensing operation;  
  • Advising a state-owned hospital and a private pharmaceutical company in Vietnam on a business cooperation contract (BCC) project of medical services with the total investment of total US$15 Million;  
  • Drafting and implementing corporate and investment compliance policies related personal investing, trade allocation, best execution, conflicts of interest, third party related transaction, valuation, anti-money laundering and anti-terrorist financing, corporate reputation risk, procurement procedures, etc. for 1 life insurance company, 1 local fund manager, 1 offshore investment manager and 3 funds under their respective management.

Dispute Resolutions

  • Advising and assisting a listed company in confectionary in Bien Hoa in dispute with insurer in a claim of insurance compensation for factory fire with the claim value of over US$8 Million;  
  • Acting as legal advisor and defending lawyer in a legal action in relation to payment guarantee obligation for a local leading real estate developer in Ho Chi Minh City with the value in dispute of US$14 Million;  
  • Advice and assist a listed company in industrial zone in Long An province in a claim by its contractor for variation work at value of over US$800,000;  
  • Advising and assisting a construction company, that is sub-contractor, in Can Tho City in a dispute between its contractor association and the owner of a project financed by German Government with the value in dispute of EUR208,989.64;  
  • Advising a hydro power joint stock company in 3 legal actions for claiming advance based on advance refund guarantees by a local bank for a construction company in 2 hydro power project in Lam Dong province with the value in dispute of over US$2 Million;  
  • Advising and representing for hydro power joint stock company in site clearance compensation with a tea planting and processing company in Lam Dong province with the value in dispute of over US$12 Million;  
  • Advising and representing a multinational auditing company in 3 debt recovery claims against its clients in Vietnam with the value in dispute of over US$100,000;  
  • Acting as an authorized representative of a 100% foreign-owned company producing and distributing lubricants in two civil litigations of debt recovery before Vietnamese courts;  
  • Acting as an authorized representative of a 100% foreign-owned company producing and distributing under-wares in labour litigation before Vietnamese court;  
  • Acting as defending lawyer for a leading foreign-owned company producing cement in an economic litigation with the disputed value of over $5 million before Vietnamese courts;  
  • Acting as defending lawyer for a leading foreign-owned company doing business in hotel in an economic litigation with the disputed value of over $4 million before Vietnamese courts;  
  • Advising an Australian diplomat in a claim of obstetrics malpractice against an international SOS service provider/clinic in Ho Chi Minh City with the damages of over US$2 Million;  
  • Representing a life insurance company in over 10 lawsuits related to insurance claims before court of various provinces within Vietnam.

PUBLICATIONS

  • The Rights of purchasing shares and of setting up shareholding company by foreign investors [in Vietnam]” in Magazine of Club of Foreign-invested Companies, 2000 (No.: 15, October 2000, dated 10/10/2000, page 13, 14 and 24); (Available in Vietnamese Only)
  • An interview published on Securities Magazine (Ministry and Planning and Investment of Vietnam) in the title: “Many investors interested in shares of foreign invested shareholding companies [in Vietnam]” (No.: 49, dated 10/11/2000, page 21);

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