Bangkok International Associates

Providing legal advice and representation
to international and Thai clients since 1988.

 
     
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Indicative transactions: Corporate and commercial


 

Commercial

•  Representing a foreign client joining a manufacturing company as Marketing Director, purchasing 5% of the shares and taking an option for a further 5%, drafting Share Purchase Agreement, Share Option Agreement, Employment Agreement and Shareholders Agreement

•  Representing another foreign client joining the same company above as a director, purchasing 5% of the shares and taking a Distribution Agreement for the company's products in two specific countries

•  Advising a foreign company negotiating a joint venture and supply agreement with a foreign photographic products company, drafting a Joint Venture Agreement, a Supply Agreement, and an internal Shareholders Agreement for the client

•  Representing a foreign financial services company providing guarantees and performance bonds, negotiating a contractual joint venture with an international re-insurer and two Thai insurers

•  Acting for multinational airplane manufacturer on retainer basis with respect to their business activities in Thailand

M & A and joint ventures

•  Representing foreign buyer in connection with the takeover of an international chemicals manufacturer, dealing with due diligence on the Thailand subsidiaries and approving the Share Purchase Agreement and associated documents (Transaction value for Thailand assets portion – Baht 1.8 billion)

•  Acting as Thai counsel for the purchaser, in connection with the acquisition of the two Thailand group companies in an international M & A transaction (total transaction value US$2.8 billion, Thailand assets US$55 million)

•  Acting as Thai counsel for the foreign purchaser of an electronics manufacturer in Thailand (transaction value US$100 million)

•  In connection with the takeover of a regional environmental services company, dealing with due diligence on the Thailand subsidiaries and approving the Share Purchase Agreement and associated documents

•  In connection with the takeover of a regional training and seminars company, dealing with due diligence on the Thailand subsidiaries and approving the Share Purchase Agreement and associated documents

•  In connection with the sale by tender of a distressed Thai manufacturing company, conducting due diligence on the target on behalf of the foreign buyers

•  Acting as Thai counsel for the purchaser, in connection with the purchase of a regionally based electronics manufacturing business

•  Acting as Thai counsel for the seller, preparing the Thailand chapter in the due diligence ‘book’ in connection with the sale of an international plastics manufacturer with 140 worldwide subsidiaries

•  Acting for purchaser of 60% of the shares in a Thai private company, conducting due diligence on the target, revising Share Purchase Agreement and drafting Shareholders Agreement

•  Acting for a foreign company entering into a joint venture with a Thai company, drafting the Joint Venture Agreement and forming the company in accordance with the joint venturers' intentions

•  Acting for a foreign company entering into a joint venture with a Thai company, revising the Shareholders Agreement and forming the company in accordance with the joint venturers' intentions

•  In connection with a transfer of assets (contracts and employees only) in a closing civil engineering company, drafting/revising Assignment of Contract and Assignment of Employment Agreement; then drafting a Shareholders Agreement for the two withdrawing partners taking contracts and employees into a newly formed company

•  In connection with a corporate reorganization, advising on transfer of contracts and transfer/redundancy of employees by one Thai company to its sister company in Asia or its joint venture partner in Thailand, and drafting bespoke contracts

Restructuring and due diligence in connection with IPOs

•  In connection with its listing on the Hong Kong stock market, advising a Taiwanese manufacturer, and preparing a full due diligence report on its subsidiaries in Thailand, and answering questions raised by the Hong Kong securities regulator

•  In connection with its listing on the Malaysian stock market, advising a Malaysian manufacturer, and preparing a full due diligence report on its subsidiaries in Thailand, and answering questions raised by the Malaysian securities regulator

•  In connection with the listing of a Thai company on AIM, providing advice to the NOMAD in connection with the company’s corporate structure and land ownership compliance

•  Restructuring of two Thai companies, in connection with the parent company’s IPO in Singapore including preparing a due diligence report on the Thailand subsidiaries

•  In connection with the IPO of a company in Australia, carrying out due diligence on the two Thailand group companies, and writing/reviewing the Thailand section of the IPO prospectus

•  In connection with the IPO of a company in Singapore, carrying out due diligence on the two Thailand group companies, and writing /reviewing the Thailand section of the IPO prospectus

•  In connection with the IPO of a company in Hong Kong, advising them on the due compliance of their activities in Thailand with Thai securities laws

•  In connection with the IPO of a company in Hong Kong, carrying out due diligence on the Thailand group company, and writing/reviewing the Thailand section of the IPO prospectus

 

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