Asia Business Law Journal names the country’s top law firms. Lim Miran and Putro Harnowo report
Recovering global demand is softening the impact of the pandemic on Thailand. While travel restrictions continue taking a heavy toll on the tourism sector, a major contributor to the economy, the country has rolled out an extensive and comprehensive package to kick-start a rebound.
The cabinet approved economic stimulus and investment incentives last September to attract highly skilled and wealthy foreigners, including a wide range of incentives relating to visas, employment, tax and real estate ownership that would require amendments to the current legal framework.
Economic growth for 2022 is now expected to be 3%-3.5%, recovering from 0.8% last year and led by the rebound of business activities and purchasing power. Earlier this year, Thailand’s Fiscal Policy Office also encouragingly announced that private investment will continue to rise with anticipated domestic and external demand.
Foreign direct investment has always been crucial for Thailand to build its development strategy and integration in global value chains. Regional and international law firms have established their presence in Bangkok for decades, providing full-service offerings and capabilities to act for multinational enterprises in cross-border mandates.
The country’s strong domestic prowess has also made it possible for local law firms to shine and expand their presence outside the border, catering for demand from Thai conglomerates and businesses in the competitive regional market.
Encompassing all of these developments, Asia Business Law Journal presents the Thailand Law Firm Awards 2022, recognising the country’s best over the past year. We have identified four law firms that have proven to be the best of the best in the country, and among them, one firm has risen to the top as Law Firm of the Year.
We also recognise the Best New Law Firm, and in 22 other categories we have four winners, each of equal standing.
- Law firm of the year
- Best overall law firms
- Best new law firm
- Arbitration & ADR
- Banking & finance
- Capital markets
- Competition & antitrust
- Corporate & commercial
- Data compliance
- Insurance & reinsurance
- Intellectual property enforcement
- Intellectual property protection
- Labour & employment
- Mergers & acquisitions
- Private equity & venture capital
- Projects & infrastructure
- Real estate
- Restructuring, refinancing & insolvency
- Shipping & maritime
- Structured finance & securitisation
- Technology, media & telecoms
Established in Thailand for more than 40 years, Baker McKenzie has become the largest international law firm in the country, with more than 250 lawyers and 60 partners across all practice areas. It is no wonder the firm managed to win 14 categories and secure the law firm of the year award.
Internally, Thinawat Bukhamana returned as managing partner in the Bangkok office, succeeding Wynn Pakdeejit for his second term, after previously holding the role from 2014 to 2017. Last year also saw the promotion of six new principals and two new partners across five practice groups. Three of the promotions were women, reflecting the firm’s commitment to global aspirations in diversity and inclusion, which targets 40% women, 40% men and 20% flexibility.
In key business involvement, the firm advised Bank of Thailand in collaboration with Singapore’s monetary authority on a digital payment linkage between the two countries via Thailand’s PromptPay and Singapore’s PayNow real-time retail payment systems.
The firm also advised SCG Packaging on its spin-off and IPO of 1.127 billion shares on the Stock Exchange of Thailand, valued at THB39.5 billion (USD1.3 billion). In project financing, it represented five syndicated lenders in the THB29.5 billion financing of seven power plants across the country, as part of third-generation small power producer programmes of the Electricity Generating Authority of Thailand.
“The work of Baker McKenzie is superb, both for their professionalism and their business acumen,” says Peeranuch Piembundhit, legal department general manager at Toyota motor Thailand in Bangkok. “The team assisted us with all their strength and energy. We developed the relationship as one team when we studied the case in-depth, took ownership and went the extra mile to find the best arguments for the case together.”
Janunya Neetiwattanapong, associate legal director at Yum Restaurants International (Thailand) in Bangkok, praises the firm for providing service beyond being legal counsel, “but also as business partner, ensuring client’s best interests”.
“They understand your business and offer practical advice,” says Neetiwattanapong. “Partnering with them in our complex M&A projects were absolutely pleasant experiences.”
Nongnapat Saisuthi, manager of business development at Thai Oil in Chon Buri, agrees: “Baker McKenzie is one of the most reliable and trustworthy law firms. We are very satisfied with its team for delivering quality services as well as valuable advice within the schedule.”
Jutamas Suttisirikul, director of legal department at AIA Thailand in Bangkok, is similarly impressed, saying: “they are the experts that enable the businesses to make a decision within an acceptable legal risk.”
Magic circle firm Allen & Overy has been established in Thailand for more than 23 years as a ‘one-stop-shop’ for domestic and cross-border offerings, integrating a regional network of six offices extending to Singapore, Ho Chi Minh City, Hanoi, Jakarta and Yangon.
Among business highlights, Allen & Overy advised United Overseas Bank (UOB) on acquiring Citigroup’s consumer banking franchise in Indonesia, Malaysia, Thailand and Vietnam for approximately SGD5 billion (USD3.7 billion). PTT Exploration and Production, Thailand’s national petroleum exploration and production company, was advised on establishing its medium-term note programme with a THB6 billion (USD180 million) public offering of digital bonds, in Asia’s first fully digitalised corporate bond via a digital wallet.
Indorama Ventures was advised on the issuance of a triple-tranche THB10 billion sustainability-linked bond (SLB) – the largest and first SLB in Thailand offering sustainable investment opportunities not only to institutional investors but also to individual high-net-worth investors in Thailand.
Leading regional law firm Tilleke & Gibbins has been established in Bangkok since 1890, growing across Southeast Asia with more than 200 lawyers and consultants in Cambodia, Indonesia, Laos, Myanmar, Thailand and Vietnam.
With co-managing partners Darani Vachanavuttivong and Tiziana Sucharitkul at the helm, the Bangkok office has seen an upward trajectory amid the global pandemic, hiring 23 more legal professionals, including partner and co-head for China, Derrick Khoo.
Highlights included assisting Swedish IT company BIMobject’s USD15.6 billion joint venture with Bangkok-based Concrete Products and Aggregate Co (CPAC); and advising Volvo Group on Thai elements of its global strategic alliance with Isuzu Motors, including its JPY243 billion (USD2.3 billion) acquisition of Volvo’s UD Trucks.
The firm worked closely with Taiwanese law firm Tsar & Tsai, representing CTBC Bank, one of the largest privately owned banks in Taiwan, in its THB4.2 billion stake in LH Financial Group, which owns LH Bank, among other Thailand subsidiaries; and worked with Hogan Lovells advising IBM on Thai elements of the global spin-off of its managed infrastructure services business, forming a new company called Kyndryl.
Siraprapha (Khim) Claassen, global head of legal at jewellery maker John Hardy in Bangkok, nominated Tilleke & Gibbins for being “highly competent, professional, diligent and responsive”.
“They are eager to listen and always come up with creative and practical solutions that meet our business needs,” says Claassen. “The firm’s notable reputation as a leading Southeast Asia regional firm does not even come close to how good they really are.”
Charmayne Ong, a partner at Malaysian law firm Skrine in Kuala Lumpur, praises Tilleke & Gibbins as the ‘go-to’ firm in Thailand: “They are very responsive and great to work with.”
Weerawong Chinnavat & Partners (Weerawong C&P) has grown into a team of more than 100 legal professionals since establishing in Bangkok in 2009, led by senior partner Weerawong Chittmittrapap, with broad experience in banking and finance, capital markets, corporate governance, M&A, restructuring and insolvency, and public-private partnerships.
In early 2021, the firm established a new international trade and trade remedies practice group led by counsel Apisith John Sutham, and a competition and antitrust group practice led by partner Chumpicha Vivitasevi.
Especially noteworthy highlights included advising PTT Oil and Retail on its IPO to domestic institutional and retail investors as well as international institutional investors, and THB54 billion listing on the Stock Exchange of Thailand.
Thai Beverage was advised on six separate term loan facility agreements for THB40 billion with Kasikornbank, Krung Thai Bank, Bank of Ayudhya, Mizuho Bank (Bangkok) and Sumitomo Mitsui Banking Corporation (Bangkok). The firm also represented The One Enterprise, a leading content creator and major digital television channel operator in Thailand, with its THB4.2 billion IPO on the Stock Exchange of Thailand.
“In many cases, our projects are dynamic in nature and involve tight timelines, but we are fortunate enough to have the Weerawong C&P team helping us through these challenging assignments,” says the general manager of a Thai conglomerate, who prefers to remain anonymous. “The team worked diligently to help us meet the timeline and also provided sensible and practical legal recommendations to allow us to efficiently solve outstanding issues.”
Headquartered in Bangkok and Singapore, BH2I is a real estate and hospitality law firm established in 2020 to focus on the Asia-Pacific region, with a strong affiliate network of offices in 37 countries.
Founder and managing partner Benjamin Hirasawa is well known for his decades of experience in the hospitality, corporate and real estate industries, representing many of the world’s global luxury hotel operators and institutional investors. This includes appointment as a panel member representing Capella Hotel Group and Hilton Worldwide on global and regional development; in addition to representing BlackRock, Oaktree Capital and Oxford Properties on their investments in Asia.
Recently, the firm advised InterAsia Asset Management on all aspects of pipeline development of acquisitions and asset management for 11 hotels in Japan, including joint venture, financing and property acquisition.
Sherman Ho, vice president of development at serviced apartments and hotels operator Oakwood Worldwide in Singapore, nominated BH2I for his longstanding relationship with Hirasawa.
“He has always been upfront with us at Oakwood and quick to respond,” says Ho. “His knowledge and expertise have been invaluable for us as we move forward in several new directions. I have sat across the table from Ben before and know that I would rather him sitting on our side of the table.”
Vishal Daga, vice president of business development at Capella Hotel Group in Singapore, is another satisfied client. “Capella Hotel Group has been using the services of BH2I for a few years, and to date we are very pleased with their diligence, market knowledge, professionalism and responsiveness,” says Daga.
Daniel Yip, a partner at boutique real estate investment and asset management company High Street Holdings in Singapore, was grateful for BH2I’s support for a transaction project in Thailand. “Combined with their local knowledge and real estate expertise, Ben Hirasawa and his team at BH2I are an excellent law firm and advisory practice,” says Yip.
Global law firm DLA Piper established in Bangkok in 2004 with a strong reputation in insurance and real estate, led by co-managing partners Timothy Tan and Waranon Vanichprapa.
Recently, DLA Piper advised Siam Commercial Bank on its THB10 billion (USD330 million) acquisition financing for Gulf Energy Development, Thailand’s largest private power producers, in acquiring shares through a bidding process in Intouch Holdings, a Thai holding company with investments in the telecoms, media and technology sector, including digital businesses.
International law firm Watson Farley & Williams (WFW) opened its doors in Bangkok in 2001 and has grown into the leading firm for dispute resolution, corporate and finance practices with six partners, counsel and 22 senior associates and associates.
The office is led by partner Steven Burkill who specialises in complex international disputes. Last year, the firm welcomed corporate lawyer Piyanuj Ratprasatporn, former head of corporate and commercial department at Tilleke and Gibbins, as partner in its corporate and M&A group.
Chandler MHM was established in 2017 when one of the leading law firms in the country, Chandler & Thong-ek Law Offices (CTLO), merged with Japanese firm Mori Hamada & Matsumoto. However, the firm’s history can be traced back to 1974, when CTLO was established to represent Thai and international clients.
Currently, Chandler MHM has more than 100 lawyers led by co-managing partners Jessada Sawatdipong and Chisako Takaya, assisting clients in a wide range of practice areas and industries. The firm continued to grow by a series of lateral hires over the past year, including the new head of disputes practice, partner Waree Shinsirikul, new senior counsel Isorn Chandrawong, and counsels Tip-apa Limvicha and Tanai Porasupattana.
Among highlights, the firm assisted numerous aircraft creditors of local airlines Thai Airways and Nok Air in their rehabilitation proceedings and debt restructuring. A Chinese aircraft firm was also advised on an operating lease agreement with a Thai chartered flight operator.
In the energy sector, Chandler MHM advised B.Grimm Power on non-recourse financing for development of seven small gas-fired power plants.
Linklaters is another leading ‘magic circle’ law firm that has built a strong presence in Thailand since 1998, with the firm’s Bangkok office advising across a wide range of practice areas in various sectors. Managing partner Pichitpon Eammongkolchai is widely acknowledged as a leading banking lawyer in Thailand.
Recent significant transactions include advising auto finance and insurance services provider Ngern Tid Lor on its IPO and listing on the Stock Exchange of Thailand, and advising the major shareholders, Siam Asia Credit Access and Bank of Ayudhya, on the sale of its existing shares as part of the IPO.
The firm also assisted SCB 10X, an arm venture of Siam Commercial Bank, on its investment and joint venture with Indonesia’s unicorn Traveloka to set up a new online financial services platform in Thailand. Charoen Pokphand Group was assisted on its USD10.6 billion acquisition of Tesco’s businesses in Thailand and Malaysia, and various related banking facilities.
PTT Global Chemical (PTTGC) was advised on complex structuring and legal issues on proposed combination of PTTGC and AGC interests in chlor-alkali and PVC businesses in Thailand and Vietnam, a transaction requiring consultations with regulators and innovative solutions to overcome.
Kudun Sukhumananda founded Kudun and Partners in 2015 with only four partners, and has grown to 12 partners, with support of 47 associates and business professionals. The firm is well known for advising issuers, underwriters and placement agents in capital market transactions across various industries, including energy, telecoms, financial services and real estate sectors.
The firm continued growing last year despite the global economic slowdown, adding 14 new lawyers including Phawana Niemloy, a former general counsel at Bank of Ayudhya, and former deputy attorney general Virapon Panabut as senior counsel.
The firm recently represented B.Grimm Power, through its subsidiary, in a cross-border acquisition of a 49.9% shareholding in KOPOS, a South Korean green energy company, for about THB116 million (USD3.5 million). BG Energy Solution was represented on its project refinancing of My Son 1 and My Son 2 solar power projects in Vietnam for VND1.4 trillion (USD61.6 million) from Vietcombank.
Thanathip & Partners was founded in 2005 by senior partner Thanathip Pichedvanichok, who is well known for his expertise in handling domestic and international IPOs. The firm is currently headed by managing partner Chawaluck Sivayathorn Araneta, who advises on public and private M&A, joint ventures and foreign direct investments.
Supported by a senior associate and 25 associates, the five-partner firm has risen to the top legal echelons in Thailand in corporate finance, capital markets, foreign direct investment and securities; while also focused on internal IT development, including AI-driven document review assisting with due diligence.
Recently, Eastern Power Group was represented in the complex THB12.4 billion sale of its power plants to Univenture BGP, a joint venture between real estate developer Univentures and conglomerate B.Grimm, via internal restructuring.
The firm also assisted mall operator Central Pattana in acquiring a THB13.34 billion majority interest in its rival, Siam Futures Development, from cinema operator Major Cineplex Group and other shareholders.
“Thanathip & Partners is a very professional, experienced and dedicated law firm,” says Phumiwat Nanthavanich, chief investment officer at electric power generator Eastern Power Group. “I was particularly impressed with their negotiation skill and commercial understanding. Their practical approach and guidance also played a crucial role in the successful signing and completion of this complex transaction in a timely manner.”
Siam Premier International Law Office has been advising foreign and local clients on the full spectrum of domestic and cross-border corporate transactions since 1990.
Founding partner Phisud Dejakaisaya is renowned for his experience in banking and finance, foreign investment, government contracts, dispute management and litigation.
Since establishing with six lawyers and staff, the firm has grown to 60 lawyers, including 15 partners. In 2020, the firm appointed Chatchavej Chitvarakorn as managing partner to succeed Dejakaisaya, who had been at the helm for 30 years.
ILCT, formerly known as International Legal Counsellors Thailand, was once a part of multi-domestic law firm Russin & Vecchi. Since establishment in 1966 by US lawyer Charles Warren Kirkwood, ILCT has earned a reputation for being multilingual with diverse technical expertise in legal, foreign affairs, business management, IT and engineering. It is now led by managing director and senior partner Jayavadh Bunnag.
The firm recently assisted German ophthalmic lens maker Rodenstock in selling its Thailand business from its owner, Compass Partners, to London-headquartered private equity firm Apax Funds. It also assisted New York-based investment firm Bow Wave Capital Management in acquiring USD150 million of newly issued shares in Thailand-based digital payment firm Ascend Money; and advised Thai real estate developer All Inspire Development in a USD164 million joint venture deal with Kyushu Railway Company and Hoosiers Asia Pacific.
London-headquartered Kennedys is an international law firm specialising in insurance, dispute resolution and advisory services, established in Bangkok in 2018 to provide defendant claims services and coverage advice to the region’s international insurance community.
Partners Ian Johnston, Supreedee Nimitkul and Suraphon Rittipongchusit advise on commercial issues related to insurance and reinsurance, complex project financings, joint ventures, M&A, bankruptcy and restructuring.
The firm has also represented clients in a wide range of complex, high-profile matters in other jurisdictions such as Indonesia, Hong Kong, Malaysia, the Philippines, India, Vietnam, Saudi Arabia, Qatar, South Korea, Macau, China, England, Mexico and Jersey.
IP law firm Domnern Somgiat & Boonma was founded in 1947 by Ina Wilhelmina Jorgensen as Jorgensen & Co, specialising in trademarks and copyright law. Following Jorgensen’s retirement in 1981, Domnern Garden assumed leadership, with the firm later named Domnern Somgiat & Boonma after the remaining partners.
Currently, the firm is run by five partners, and 107 staff are helmed by managing partner Rutorn Nopakun. The law firm has also expanded its practice into corporate, banking and real estate matters.
International IP services firm Rouse was established in London in 1990, and made its way to Bangkok in 2000 to handle all aspects of IP and acts as the patent hub for clients in Southeast Asia. The Thailand office team has a strong track record in patent drafting, prosecution and litigation, trademark and other IPR protection and enforcement, led by principal Manoon Changchumni as country manager.
With its integrated network of more than 600 professionals in 13 countries, the firm focuses exclusively on IP, from strategic consulting, patents and trademarks through to domain names, copyright, designs and geographical indications.
Satyapon & Partners was established by managing partner Satyapon Sachdecha in 1995, bringing his more than 30 years of expertise in IP law. The full-service IP firm comprises three partners and more than 25 IP attorneys, providing advice in all areas of IP law, including prosecution and enforcement of patents, trademarks, designs and copyright, as well as IP searches and watches.
The firm has pushed strongly into regional portfolio management, handling matters for local and international clients in Cambodia, Laos, Myanmar and Vietnam.
Ananda Intellectual Property is established as a top-tier IP law firm in Thailand, having represented more than 2,000 clients including global leaders in the pharmaceutical, automotive, cosmetics and consumer goods industries.
Managing partner Franck Fougere founded the firm in 2011, after years of practising IP law in Thailand. The firm also has a China desk in Hong Kong to bolster its global network with European and Asian expertise.
Regional powerhouse ZICO Law established a full-service law firm in Thailand in 2006 to advise private and public companies, government agencies, international companies, and high-net-worth individuals locally and internationally. In 2015, the Bangkok office rolled out ZICO IP, specialising in all IP matters from registration, litigation and enforcement to transactional and regulatory advice.
Nuttaphol Arammuang, managing partner of the Bangkok office, is a leading IP lawyer with more than 15 years’ experience advising clients on contentious and non-contentious IP matters locally and internationally. As part of the ZICO Law network, the firm has the ability to combine its services into integrated solutions to tackle the most complex challenges in Thailand and across Southeast Asia.
SCL Nishimura & Asahi was formed from Japanese law firm Nishimura & Asahi’s acquisition of local Thailand firm SCL Group in 2019. Prior to the partnership, the Japanese firm first opened a Bangkok office in 2013 under the name Nishimura & Asahi (Thailand).
Chavalit Uttasart founded SCL Law Group in 2005, and is managing partner of the new alliance comprising more than 100 lawyers and professional staff, providing top-quality legal and business advisory services.
SCL Nishimura & Asahi advises local and foreign companies, statutory boards and government agencies on a range of M&A transactions, joint ventures, foreign direct investments and international corporate finance matters.
International law firm Herbert Smith Freehills opened its Bangkok office in 1998 as a premier commercial litigation and arbitration practice, offering Thai litigation and regulatory advice alongside international disputes expertise.
The firm is led by managing partner Chinnawat Thongpakdee, a former secretary to the director general and senior state attorney at the attorney general’s office of Thailand. He has 30 years’ experience in administrative law, antitrust, white-collar crime, telecommunications, corporate activities, bankruptcy, litigation and arbitration.
Another partner, Warathorn Wongsawangsiri, is a seasoned litigator with more than 16 years’ experience in Thailand and other Asia region countries.
“We have a very impressive and excellent experience working with Herbert Smith Freehills,” says Salil Charuchinda, senior vice president, GC and company secretary office at satellite operator Thaicom in Bangkok.
R&T Asia (Thailand) is a member of Singapore-headquartered regional firm Rajah & Tann Asia. The Bangkok office was established in 2011, and is currently headed by former judge Surasak Vajasit as managing partner.
The team of 60 including 12 partners has expertise in highly regulated industries such as banking and finance, food and beverage, insurance, manufacturing and infrastructure, providing full support in large-scale litigation, transactions and investigations.
With well-known experience in technology, media and telecoms, the firm also serves multinational tech companies and domestic telecoms providers in nascent areas such as over-the-top services and data privacy.
Somboon Rittichai Panuwat Passawan (SRPP) was founded in 2019 by Somboon Kitiyansub, Rittichai Ngodngam, Panuwat Chalongkuamdee and Passawan Navanithikul, combining their experience in global and national law firms for more than 20 years to create an integrated corporate finance and banking practice.
Supported with two counsel, two senior associates and 10 associates, the firm recently represented Vimarn Suriya, a joint venture between Thai hotelier Dusit Thani and mall operator Central Pattana, on the THB46 billion (USD1.42 billion) engineering, procurement and construction megaproject Dusit Central Park in Bangkok.
Real estate developer Country Group Development was represented in restructuring of the land lease where Four Seasons Hotel Bangkok at Chao Phraya River, Four Seasons Private Residence and Capella Bangkok are located.
Sivinee Thanapase, legal director at Thai multinational hospitality company Dusit International, praises co-founder Chalongkuamdee for his skill in M&A transactions.
“He is an excellent lawyer, and has especially good negotiation skills,” says Thanapase. “He not only provides legal advice, but also has very useful recommendations on commercial terms. It is indeed my pleasure to work with him on many M&A transactions.”
American firm Hunton Andrews Kurth set up its Bangkok office in 1997. Led by managing partner Edward Koehler, the firm comprises more than 30 local and international lawyers offering transactional advice to domestic and international companies for both inbound and outbound investments.
The firm expanded its international corporate practice last year with the hire of partner Maythawee Sarathai, bringing more than two decades of experience advising clients on a range of M&A and corporate restructuring matters.
Recently, the firm advised Thailand’s energy company Banpu on the divestment by its subsidiary, Banpu Infinergy, of a 47.5% (USD364 million) equity interest in Singapore’s Sunseap Group to EDP Renováveis, a subsidiary of Portugal’s largest power utility. The firm also assisted International Finance Corporation in providing a three-year loan of up to USD100 million to Thailand’s non-bank financial institution, Ngern Tid Lor.
Norton Rose Fulbright in Bangkok advises on Thai law issues relating to investments from regional and international organisations, particularly in the financial institutions and infrastructure sectors. Heading the office, partner Tassanai Kiratusountorn is a banking and finance lawyer with extensive experience representing lenders and borrowers in numerous high-profile transactions, with the support of eight associates.
In January, the firm hired corporate M&A counsel Teerin Vanikieti, bringing more than 13 years’ experience advising on complex transactions throughout Southeast Asia. She was previously an associate at DLA Piper in Singapore.
Recently, the firm advised British multinational oil and gas company BP on its USD2.6 billion sale of a 20% stake in Oman’s Block 61 to PTTEP MENA, a subsidiary of Thailand’s PTT Exploration and Production.
Independent law firm Blumenthal Richter & Sumet has been operating in Thailand since its establishment in 1976 by founding partners Ira Blumenthal, Andreas Richter and Sumet Mingmongkolmit.
With five partners and 25 associates, the Bangkok-based firm advises international commercial and industrial enterprises, governments and other international law firms in Thailand and Southeast Asia.
Charin & Associates is notable for its work on real estate investment trusts (REITs), real estate development, M&A, capital markets, banking and finance and private wealth.
Managing partner Charin Satchayan has been practising law for almost 30 years and has advised on several landmark transactions in various industries in Thailand and overseas, including Asean and Europe. The two-partner law firm is supported by counsel and 13 associates.
JTJB International Lawyers is a part of Singapore-based Joseph Tan Jude Benny’s (JTJB) global network of over 100 professionals in various legal practices in 10 countries. The Bangkok office was opened in 2005, headed by managing partner Naiyachon Tathong, and supported by two partners, a senior associate and seven associates.
The firm is renowned in various legal practices, especially shipping and maritime, dispute resolution, corporate and M&A, project development, tax and customs.
Regional law firm DFDL was first established in Vientiane by David Doran in 1994, and opened its Bangkok office in 2005 to serve its growing client base in Thailand. The firm has also developed desks to serve clients from Singapore, China and India.
The Bangkok office is headed by managing partner Audray Souche, leading 25 fee earners including eight partners. The city is also where a number of DFDL’s regional advisers are based, all with extensive and longstanding experience in complex multi-jurisdictional matters.
DFDL partner Vinay Ahuja is praised as a versatile lawyer by Ashish Jejurkar, partner and co-manager of the India desk at Japanase law firm Atsumi & Sakai in Tokyo.
“Vinay understands the technicalities of law and how to marry them with business needs,” says Jejurkar. “He is always available in times of need.”
LawAlliance was founded in 2002 by tax lawyer Piphob Veraphong to serve clients from various industries. With deep knowledge and experience in tax law and litigation, the firm offers strategic advice in tax audits and court disputes involving unprecedented tax issues.
The firm has pioneered use of highly tax-driven structures for the transfer or acquisition of businesses, profits distribution, tax-loss utilisation and refreshment for group companies, and has also acted on various M&A matters for a wide range of clients.
Lorenz & Partners specialises in integrated legal, tax and business advisory services for foreign companies investing in Southeast Asia. Michael Lorenz formed the firm in Bangkok in 1995 and it has since expanded into many jurisdictions, including Berlin, Hong Kong and Vietnam.
Managing partner Till Morstadt heads the Bangkok office with more than 30 staff and lawyers qualified and registered in Germany, Thailand, Vietnam, Hong Kong and China.
Formichella & Sritawat was founded in 2018 in Bangkok by partners John Formichella and Numlapyos Sritawat to provide international clients with advisory services on commercial and regulatory matters in the technology, media and telecoms (TMT) industries.
Formichella is an expert in Thailand’s TMT sector, with more than 25 years’ experience. Sritawat heads the litigation and dispute resolution practice across various industries including technology, industrial, banking, media and construction.
The three-partner law firm regularly advises on current legal structures regarding the rapid development of technology and commercial practices.
Silk Legal was founded in 2015 with dedicated practice areas in corporate and commercial, restructuring and insolvency, and regulatory matters. Led by managing partner Jason Corbet, the firm is experienced in advising startups to multinational corporations, with renown in all things related to decentralised finance, in addition to its traditional services.
Silk Legal has joined fast-growing professional network PrivacyRules to grow its data compliance and data privacy practice. The firm has handled more than 180 blockchain technology projects in recent years and is seeking more involvement in crypto-related projects, including token launches.
“Silk Legal offers knowledge and expertise across a variety of practice areas,” says Azmul Haque, managing director at Singapore law firm Collyer Law. “They exhibit excellent customer service and take the time to understand the client’s needs and goals.”
Padraig Walsh, a partner at Tanner De Witt in Hong Kong, says: “Silk Legal is always my first recommendation when our clients have issues on Thai law, especially in the sphere of technology and data protection. I know they will give thoughtful analysis and present it in a coherent and practical manner.”
The pandemic has impacted almost all sectors of the economy since it first emerged in 2020. Many businesses across the world have experienced supply chain disruption and input shortages, decreased demand for their products and services, and government-mandated closures – and Thailand is no exception.
Not since the 1997 Asian Financial Crisis has the spotlight been focused so brightly on Thailand’s bankruptcy and business rehabilitation laws, for good reason. According to the National Economic and Social Development Council, the country’s GDP shrank by 6.1% in 2020 – the steepest decline since the 1997 regional financial crisis started in Thailand.
Among the early high-profile casualties of this latest downturn was PACE Development, one of the country’s leading property developers, which filed a business rehabilitation petition with the Central Bankruptcy Court in late April 2020.
Next came long-embattled national carrier Thai Airways International, which filed its own business rehabilitation petition on 26 May 2020, citing financial difficulties resulting from the pandemic. Once seen as a shining corporate beacon and the pride and joy of the nation, the airline is now burdened by debts totalling a staggering THB354 billion (USD11.2 billion) – which is destined to be the largest and most talked-about business rehabilitation case in Thailand’s history.
While the business landscape is predicted to be on the uptick in tandem with the re-opening of borders, the pandemic’s impact in the past two years has prompted many companies to explore new ways to stay afloat and get the most effective returns from their resources. Some have begun restructuring their businesses or resorting to business rehabilitation to stave off insolvency.
Although the current situation remains dire for many, there are also opportunities amid the ongoing crisis. In recent years, countless businesses have come to realise that their traditional operational structures were ill-suited to the modern economy, as frequent technological innovations have brought about rapid change across industries.
By forcing many companies to restructure for financial reasons, the pandemic has cleared the way for a more purposeful transformation – away from static hierarchies and towards more vibrant and agile operational models.
Corporate restructuring and business rehabilitation come with their own sets of challenges, and it is worth exploring each process separately to understand what a successful effort involves.
This procedure is often initiated following a sharp decline in revenue, although there may be other reasons, such as a change in company ownership. Corporate restructuring begins after the business appoints a legal and financial adviser, and various options are discussed. In cases where the entity is financially distressed, these options typically include a reduction in overall operations and a formal debt restructuring process.
Structural adjustments can take many forms, and the optimal path forward will depend on the specifics of any given case. For some organisations, a more lenient debt-servicing schedule can provide enough leeway to allow for future growth. For others, shifts in equity or cross-holding patterns may be necessary as part of a larger effort to free up more liquidity.
There are mergers, demergers, divestments, joint ventures, takeovers and many more – each involving subtle legal and procedural issues, accounting aspects, taxation requirements, valuation and funding details to be determined, and more. Mistakes or oversights in these areas can lead to costly delays or penalties for businesses whose resources are already in limited supply.
In all such cases, corporate restructuring should represent an accurate and proportional response to the needs of the company. When the appropriate course of action is agreed upon, it should be carried out promptly and smoothly to patch up the underlying financial issues while causing minimal disturbance to business.
The main purpose of a business rehabilitation proceeding is to assist a debtor facing liquidity problems by giving it an opportunity for rehabilitation before becoming insolvent; allowing the debtor or business owner to go through a court administered process to suspend debt repayments and protect the debtor from litigation, as well as from demands for repayment by specific creditors.
Business rehabilitation and insolvency proceedings in Thailand are principally governed by the 1940 Bankruptcy Act, as amended, and can be initiated through formal court proceedings. A legal test will be required to be submitted to the Bankruptcy Court to commence both types of proceedings under the act.
A business rehabilitation proceeding in Thailand commences when a debtor that may potentially go insolvent, one or a group of its creditors, or a competent government authority, files a rehabilitation petition in respect of that debtor with the court, pursuant to section 90/3 of the act. If the court accepts the rehabilitation petition, it will set a hearing date to consider whether or not to allow the debtor to proceed with its rehabilitation and to choose the person or persons who will prepare the rehabilitation plan. Typically, the preliminary court hearing will take place two to three months after filing the rehabilitation petition.
At the preliminary court hearing, the court will consider two matters: (1) whether to allow the debtor to proceed with its proposed business rehabilitation; and (2) appointment of the person or persons who will prepare the debtor’s rehabilitation plan, the “plan preparer”.
In deciding whether or not to allow the debtor to proceed with its business rehabilitation, the court will take into account the matters and apply the legal tests specified in the act. The overall time necessary for all proceedings might be extensive, taking into account all conceivable arguments that could be disputed by dissenting parties and any witness testimony that the court may require.
Thailand’s insolvency and rehabilitation regime is often regarded as pro-creditor. However, because foreign creditors’ rights to participate in repayment and treatment by Thai courts are mainly based on the principle of reciprocity between relevant foreign nations and Thailand, there may be some prejudice against foreign creditors in insolvency procedures.
As for rehabilitation proceedings, the courts will not allow such an approach due to the appointment of a creditors’ committee. For example, the authors have been appointed to lead the creditors’ committee of Thai Airways International’s business rehabilitation plan and oversee its implementation to ensure fairness and transparency.
No fundamental changes to Thailand’s restructuring or insolvency rules have occurred as a result of the pandemic. In a recent endeavour to speed up insolvency processes and ensure adherence to the statutory schedule, the legal execution department of the Ministry of Justice has adopted electronic filing or meeting technology.
TAKING THE LONG VIEW
The pandemic marks the end of one business era, but also the start of another. As vaccine distribution leads to the re-opening of society, a new and sustained growth period will almost certainly begin as businesses in Thailand are seeing a glimmer of hope on their horizons.
While the latest wave of covid-19 infections continues to hammer the global economy, Thailand had already administered more than 120 million doses of vaccines by February 2022, boosting its defence against the omicron variant as it further eases travel restrictions on tourists.
Yet businesses cannot afford to take the return of their customer base for granted. Market expectations have changed drastically, and habits have been disrupted. Companies should not presume that the key to success is simply to reheat their leftover 2019 strategies. Inertia is never a good policy in the business world, but is even more fatal during periods of rapid change elsewhere.
Companies making good use of the current crisis by streamlining their operations, re-evaluating their products and services and building up internal innovation engines to develop new ideas will be the ones that benefit most from tomorrow’s economic growth.
These restructuring projects require careful planning and constant attention to detail. The authors have the experience and the know-how to guide businesses and enterprises forward – and put them in the best position for future growth.
KUDUN & PARTNERS
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Digital assets have become rapidly popular among Thai investors in the past few years as their value tends to rise dramatically higher than other traditional assets, yet with higher risks. According to the Emergency Decree on Digital Asset Businesses, 2018, digital assets consist of cryptocurrencies and digital tokens. Digital assets, especially cryptocurrencies, can yield incredible returns and profits, and are easy to trade via online applications.
The 2022 Digital Global Overview Report, published by creative agency We Are Social and social media management platform Hootsuite, has revealed that 20.1% of the Thai population are crypto holders, while the global average rate is 10.2%. Despite high volatility in the crypto market, investing in cryptos is extremely attractive to Thai investors.
Another asset, the digital token, is starting to catch Thai entities’ interest, as they aim to expand their fundraising strategies beyond the common IPO of a company’s ordinary shares. Entities are offering digital tokens through the Initial Coin Offering (ICO) Portal approved by the Securities and Exchange Commission (SEC) of Thailand. Investors in digital tokens may receive benefits attached to the tokens as specified in the prospectus or white paper, e.g. income or profit-sharing under an investment token, or the right to use a product or service under a utility token.
When income, profits or benefits arise from digital assets, taxation is inevitable. The Revenue Code of Thailand provides five types of taxes applicable to those dealing with digital assets:
Only profits derived from the trading of cryptocurrency and digital tokens (e.g. sale and exchange), and profits or remuneration derived from farming digital tokens are subject to withholding tax.
- 15% if an investor is an individual;
- 15% if an investor is a foreign company or juristic person who does not conduct business in Thailand, but receives assessable income paid from or in Thailand.
If the transaction is conducted via digital asset exchanges approved by the SEC and the Minister of Finance (MoF), the payer does not have to deduct withholding tax.
PERSONAL INCOME TAX
Any person who earns an income from digital assets in the following ways will be deemed to receive “assessable income” and thus be subject to personal income tax:
- Cryptocurrency or digital token trading. Profits derived from cryptocurrency or digital token sale or exchange are considered “assessable income”. The cost of crypto and digital tokens must be calculated by applying a method recognised in the accounting standards, such as first-in first-out (FIFO) or moving average cost (MAC), which must be calculated separately for each digital asset. The chosen method must be applied consistently throughout the entire tax year.
- Cryptocurrency mining. Profits derived from cryptocurrency mining are considered “assessable income”. The process of mining cryptocurrency, that is creating new crypto by “solving mathematic puzzles”, will not be considered “assessable income” until the cryptocurrency is traded. The cost of cryptocurrency and digital tokens must be calculated by applying a method recognised in the accounting standards, such as FIFO or MAC, which must be calculated separately for each digital asset. The chosen method must be applied consistently throughout the entire tax year.
- Cryptocurrency earnings as salary or wages. The value of cryptocurrency income received as salary or wages can be treated as cost when it is sold, while the value at the time of acquisition or the average price on the date of acquisition is used to calculate revenue, which shall be a reliable reference price. The chosen method must be applied consistently throughout the entire tax year.
- Gift or airdrop of cryptocurrency or digital tokens. The value of cryptocurrency or digital token income received as gift or airdrop can be treated as cost when cryptocurrency or digital tokens are sold, while the value at the time of acquisition or the average price on the date of acquisition is used to calculate revenue, which shall be a reliable reference price. The chosen method must be applied consistently throughout the entire tax year.
- Cryptocurrency or digital token farming (e.g. yield farming, or staking). The same concept as the previous two cases applies to determine benefits or remuneration derived from farming cryptocurrency or digital tokens.
The taxpayer can use the withholding tax amount as a tax credit to offset against the calculated personal income tax when a tax return is filed.
On 8 March 2022, the cabinet of Thailand approved that, for personal income tax calculations, a loss from digital asset trading can be offset against profits incurred in the same tax year if such trading is conducted through the digital asset exchanges approved by the SEC and MoF, from 14 May 2018 onwards.
CORPORATE INCOME TAX
The corporate income tax rate is 20% of net profit. Juristic persons who have received investment promotion may receive a reduction of the corporate income tax or may be exempted from paying the tax under the laws or regulations for investment promotion (i.e. the Board of Investment, or Eastern Economic Corridor).
VALUE ADDED TAX (VAT)
According to section 77/1 (10/1) of the Revenue Code, electronic services means services including intangible assets that are delivered via the internet or any other electronic networks. The service must be substantially rendered automatically and impossible to render without information technology.
A digital asset is considered a type of electronic service, therefore business operators that sell products or provide services to clients or customers related to digital asset transactions must collect VAT at 7% of the sale price from clients or customers.
On 8 March 2022, the cabinet approved a VAT exemption for the transfer of digital assets via digital asset exchanges approved by the SEC and MoF, and for the transfer of crypto issued by the Bank of Thailand (Retail Central Bank Digital Currency, or Retail CBDC), in connection with a cryptocurrency development and testing programme issued by the Bank of Thailand for public use from 1 April 2022 to 31 December 2023. Digital tokens issued in the primary market or ICO portals are still subject to VAT, but the revenue department is now considering whether this should also be exempted.
SPECIFIC BUSINESS TAX
In the future, the revenue department may consider changing the type of tax from VAT to specific business tax for some types of digital assets.
Since digital assets have only recently become popular and widespread around the world and in Thailand, the relevant Thai laws and regulations, especially for taxation, are still being reviewed and amended to keep up with the fast-growing digital asset businesses.
It is important that crypto and digital token investors, and digital asset business operators, closely monitor the status of the regulations and upcoming amendments, which are expected to be implemented this year or in future years.
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