In-House Insights with Kenneth Wong of LINK REIT

April 25, 2024
We recently asked Kenneth Wong, Chief Legal Officer and Company Secretary at LINK REIT, to share more about his remarkable professional journey. As a co-winner of the IHC Counsel of the Year in 2023, Kenneth highlights his approach to becoming a successful in-house counsel in this Q&A… Tell us a bit about your legal journey that has led you to your role as chief legal officer and company secretary at LINK. I took my law degree in the UK and was trained as a solicitor in Hong Kong. I co-founded a corporate and commercial law firm in Hong Kong when I had only seven years of PQE and acted as its Managing Partner for fifteen years until my retirement from the partnership in 2016. During that period, the firm grew from three fee earners to fifty fee earners and eventually merged with an international law firm. After resting for a while to take a Masters Degree, I joined a Chinese conglomerate (HNA Group) as its International General Counsel to set up a strong team of transactional lawyers at its International Headquarters in Hong Kong to make acquisitions around the world. During the three years at HNA, my team completed more than HK$300 Billion of acquisitions and related financing. Hence, HNA became a Fortune Global Top 100 company. I also set up a Virtual Global Legal Centre to link up all the general counsels of the newly acquired companies around the world. The Virtual Global Legal Centre oversaw more than 300 in-house lawyers in the larger HNA Group. In 2019, I took up my current role at the largest REIT...

M&A Arbitration in Vietnam

April 25, 2024
Evaluating Admissibility of Confidential Information as Evidence in Disputes BUI NGOC HONG, LE THANH CONG AND NGO DINH THIEN To start a legal due diligence (LDD) investigation, it is customary for the purchaser to be bound by confidentiality obligations under a Non-Disclosure Agreement (NDA) signed with the target/sellers. The NDA is expected to prevent the purchaser from disclosing the confidential information gained during the LDD process. When an M&A dispute arises, the following questions become practical for dispute resolution: • Is the disclosure of information to the arbitral tribunal or arbitration center considered a breach of the NDA? • Will the arbitral tribunal accept the confidential information as evidence for resolving the dispute? The following case in this article will offer practical insights into the legal considerations surrounding the disclosure of confidential information in arbitration proceedings in Vietnam. Case Background The M&A transaction in this case involves a purchaser contemplating to acquire a majority stake in a target that operates an international hospital in Vietnam. Before commencing the LDD investigation, the parties executed an NDA specifying that all information provided must remain confidential, with the sole exception being disclosure required by State authorities. During the LDD investigation, a misdiagnosis incident was disclosed to the purchaser. However, it was asserted by the sellers/target that this incident does not qualify as medical malpractice and accordingly, the sellers warranted that, to the best of their knowledge, no medical malpractice involving the target has occurred. Nevertheless, after closing, the purchaser became aware of other documents raising concerns about this incident potentially being a medical malpractice. The purchaser then sought to terminate this transaction,...

Investment Opportunities in the Philippines

April 25, 2024
MA. CARLA P. MAPALO, AMBER SHAWN A. GAGAJENA, MA. ANDREA V. NAGUIT The Philippines has exhibited a strong and positive momentum in 2023 with the implementation of key legislative and regulatory measures in a bid to steer the economy to stability. These measures, primarily aimed at attracting foreign direct investments, played a pivotal role in engendering investor confidence by eliminating bureaucratic hurdles and streamlining regulatory complexities. Foreign Players in the Retail Trade Industry At the behest of the Philippine government, Republic Act (“RA”) No. 11595 was passed, which amended the Retail Trade Liberalisation Act (“RTLA”) and relaxed the basic requirements for a foreign retailer to engage in retail business in the Philippines. A foreign retailer refers to a foreign national, partnership, association, or corporation of which more than 40% of the capital stock outstanding and entitled to vote is owned and held by a foreign national, engaged in retail trade. Prior to the amendment of the RTLA, a foreign retailer may only engage in retail business if it has a minimum paid up capital of USD 2,500,000.00. With the amendment, the prescribed minimum paid up capital for retail trade enterprises with foreign equity has been lowered to PHP25,000,000.00 (approximately USD 500,000.00). For foreign retailers with more than one physical store, the amendment decreased the minimum investment per store from USD 250,000.00 to USD200,000.00. The amendment also removed certain pre-qualification requirements which foreign retailers must secure from the Board of Investments. Similarly, under the Foreign Investments Act (“FIA”), micro and small domestic market enterprises with paid-in equity capital of less than USD 200,000 are generally reserved for Filipinos and corporations...

Navigating the Borrowing Landscape in Vietnam

April 25, 2024
NHUT NGUYEN HUU MINH In our recent survey of in-house counsel, Russin & Vecchi was selected as a Law Firm of the Year in the Banking & Finance category. Nhut Nguyen Huu Minh, a partner in the Ho Chi Minh City office shares his views on the borrowing landscape in Vietnam. What Are Your Observations Regarding The Borrowing Trends Within The Vietnamese Market Currently And For The Next 12 Months? After a low-slung 2022, offshore borrowings turned around and gained an uptick in 2023. Offshore borrowings by the private sector in 2023 reached around 26% of the GDP, surpassing 2021’s figure of 23%. The FDI segment remains the key player, taking most of the big ticket borrowings. For example, we acted in several construction financings in 2023, like the financing for the construction of the largest water purifier production facility in Vietnam by Kangaroo International JV. The momentum is expected to continue for the next 12 months, as many FDI companies make efforts to come back when the world recession improves. How Does The Regulation Of Offshore Borrowing Compare To That Of Onshore Borrowing In Vietnam? Offshore borrowing is regulated differently than onshore borrowing in a number of aspects. The government regulates offshore borrowings mainly from the perspective of managing the volume of foreign currency inflows and outflows. One key difference is offshore loans must be used for a limited number of specific purposes, for example, as one of the permitted purposes, an offshore loan can only be used to refinance an existing offshore debt (not an onshore debt) of the borrower. Generally, medium or long-term offshore loans (having...

The Greater China IP Updates – April 2024

April 19, 2024
Science and Technology Advisory Board Meets in Taiwan After a 12-year hiatus, a meeting of a high-level science and technology advisory board was held in Taipei in early December, 2023.  The Executive Yuan Science and Technology Advisory Board Meeting was held over three days, convening top scientists and industry leaders to offer advice on a path forward for Taiwan’s technology development over the next ten years.  The conference will focus on two main themes.  One is green technologies amid the global effort to move toward carbon neutrality, and the other is the possible mutual enhancement between artificial intelligence (AI) and the semiconductor industry.  The advisers consist of leading figures from academia and the private sectors who have in-depth knowledge of Taiwan’s industries and supply chains and how they are being affected by various geopolitical strains.  It is expected that the meeting will come up with both mid-term and long-term development strategies to guide Taiwan on the path to maintain its top-notch technical capabilities.  President Tsai, who will leave office in May 2024, gave a speech announcing that the country will invest NT300 billion in a chip-driven industrial innovation plan that will look at ways to combine generative AI with Taiwan’s semiconductor development.  Also, for the development of green technologies, the government will mobilize the resources of different ministries, academia, industry, and civil groups to push for technologies that can help Taiwan achieve net-zero emissions by 2050.  The Executive Yuan Science and Technology Advisory Board meeting was first convened in 1980 and was held 31 times up to 2011.  The revived grouping is expected to meet annually in the future....

Insurance and Trusts as Tools for Private Wealth Planning

April 15, 2024
Insurance and Trusts as Tools for Private Wealth Planning John F. Kennedy once said: “The time to repair the roof is when the sun is shining,” and this rings particularly true with regard to private wealth/estate planning. Estate planning is one of the legal instruments for preventing undue concentration of wealth through a tax-efficient asset distribution prior to death.1 It depends largely on determining the right time as well as the right mode for the transfer of assets. There are a number of tools in estate planning, which includes, among others: (i) executing a will; (ii) entering into life insurance policies; and (iii) establishing a trust. As jurisprudentially established, a taxpayer has the legal right to decrease the amount of what otherwise could be his taxes or altogether avoid them, by means which the law permits.2 These tools provide an opportunity for a taxpayer to avoid the burden of substantial estate tax liabilities on the part of his heirs. Upon the death of the decedent, succession takes place and the right of the State to tax the privilege to transmit the estate vests instantly upon death.3 Estate tax is a tax on the right of the decedent to transmit his estate to his lawful heirs and beneficiaries at the time of death and on certain transfers, which are made by law as equivalent to testamentary disposition.4 Under the National Internal Revenue Code, as amended (the “Tax Code”), the net estate of every decedent, whether resident or non-resident of the Philippines, shall be subject to an estate tax at the rate of six percent (6%) based on the value of such net estate.5 One...