Kudun & Partners

Topic Content Kudun and Partners Facilitates Maguro Group’s Successful Listing on the SET   Kudun and Partners have successfully represented Maguro Group Public Company Limited in the offering of 21 million ordinary shares through an initial public offering (IPO) on the Market for Alternative Investment (mai). The offering totaled approximately THB 541 million on the first trading day, June 5, 2024, making MAGURO the second Thai-listed Japanese restaurant on the stock exchange. The team, led by Kom Vachiravarakarn, partner and co-head of Capital Markets Practice, Supatra Kerinsaguna, senior associate, and Napassaporn Trakulroong, associate, played pivotal roles in the successful listing of MAGURO. Kudun and Partners Teams Up with IEAT To Launch Industry Legal Co., Ltd.   Kudun and Partners has recently signed a joint venture agreement with Industry Alpha Limited, a holding company of Industry Promotion Limited, which is an affiliate of the Industrial Estate Authority of Thailand (IEAT), to provide comprehensive legal services and support to IEAT. This collaboration aims to streamline and enhance IEAT’s role as a one-stop service provider for both foreign and local companies conducting business with the authority.   The Industrial Estate Authority of Thailand is tasked with the development and management of industrial estates, organizing areas for factories in a systematic and orderly manner. As a government entity, IEAT’s goal is to distribute industrial development across the country using industrial estates as a key tool. IEAT provides end-to-end support for businesses investing in industrial estates, facilitating everything from land acquisition and factory setup, facilitating easy access to permits, authorizations, and credit applications, as well as providing strategic advice on securities trading. Currently, IEAT operates 68 industrial estates across 16 provinces, with 15 managed directly by IEAT and 53 operated in partnership with developers.   Kudun and Partners is the first and only law firm currently collaborating with IEAT in this venture and will play a leading role in advising on investments, particularly regarding the Industrial Estate Authority of Thailand Act, B.E. 2522 (1979). Leading this initiative is Thanyaluck Thongrompo, Partner and Head of Permits and Licensing. With over 20 years of experience, Thanyaluck excels in a wide range of legal issues, including establishing and registering legal entities, advising on foreign ownership structures and restrictions, corporate and commercial matters, conducting legal due diligence, and managing licenses, permits, and contracts related to IEAT and Board of Investment (BOI) incentives. Recognized as one of Thailand’s Top 100 lawyers by Asia Business Law Journal in 2023, Thanyaluck brings a wealth of expertise to this venture.   Kudun and Partners Represents Dusit Thani in a THB 570 million Joint Venture Project   Kudun and Partners is pleased to announce its successful representation of Dusit Thani Public Company Limited (DUSIT) in a significant joint venture arrangement valued at approximately THB 570 million. Dusit Thani, a prominent Thai listed company renowned for its expertise in properties, hotels, and residential developments, entered this strategic partnership through its subsidiary, Dusit Hospitality Services Company Limited with a subsidiary company of one of the largest and oldest listed companies in the construction materials sector in Thailand and Southeast Asia. This collaboration aims to develop, construct, and sell or lease residential buildings and villas for a multi-generation living project located in the picturesque Cha-am District of Phetchaburi Province, Thailand, a famous tourist destination.   The negotiation process for this joint venture was intricate, involving detailed discussions and reconciling differing perspectives to reach a mutually beneficial agreement, spearheaded by our partner, Kongkoch Yongsavasdikul. He was ably supported by a dedicated team, including Supatra Kerinsaguna, senior associate, and our associates, Napat Adulyanubap and Thanchon Phetroocheang. Kudun and Partners is proud to have played a pivotal role in facilitating this joint venture, which promises to enhance the residential development landscape in Thailand.   Kudun and Partners Represents an Affiliate of B.Grimm Power, and Energy China, for the 35 MW Solar Rooftop Project with Zhongce Rubber (Thailand)   Kudun and Partners has represented an affiliate of B.Grimm Power Public Company Limited and Energy China in entering into a significant energy management contract with Zhongce Rubber (Thailand) Co., Ltd., a subsidiary of the renowned Chinese tire manufacturer Zhongce Rubber. This landmark project involves the development, installation, and management of energy for a 35-MW solar rooftop system at Zhongce Rubber’s manufacturing facilities in Thailand.   The meticulous execution and successful completion of this complex matter were spearheaded by Kudun Sukhumanada, founding partner, Chai Lertvittayachaikul, partner and co-head of the projects and energy practice at Kudun and Partners. They were ably supported by a dedicated team, including Yanin Sirilak, senior associate, Korapat Sukhummek and Panupong Wongmueang, associates. Kudun and Partners Navigates Tri Petch Isuzu Sales Co., Ltd. in THB 159 million Used Car Business Expansion   Kudun and Partners has successfully represented Tri Petch Isuzu Sales Co., Ltd. in a significant expansion of its used car business. This expansion was achieved through a strategic acquisition and investment, which involved acquiring shares from shareholders of one of Thailand’s leading distributors of high-quality used cars, and the subscription of newly issued shares.   The total investment, amounting to approximately THB 159 million, has resulted in Tri Petch Isuzu Sales Co., Ltd.’s investment arm, i.e. TPG X Co., Ltd., holding approximately 85% of the shares in the target company and its two subsidiaries.   The matter was led by our partners, Kongkoch Yongsavasdikul and Emi Rowse. They were ably supported by a dedicated team, including Supatra Kerinsaguna, senior associate, Sirivipa Kittisubun, Teerachai Boonyaratgalin and Thanchon Phetroocheang, associates. Their dedication and expertise were instrumental in driving this transaction to success. Kudun and Partners Advises Prima Marine in Strategic THB 200 Million Acquisition of V.C. Shipping   Kudun and Partners has successfully led Prima Marine Public Co., Ltd. (PRM), a leading public listed company in Thailand’s integrated marine transport sector, through the acquisition of all equity interest in V.C. Shipping and Services Co., Ltd. (V.C. Shipping), a key player in logistics and shipping valued at THB 200 million.   The transaction is led by Kom Vachiravarakarn, partner and co-head of the Corporate and M&A Practice, and supported by a team of associates; Natdanai Chitsakdanon, Natthamol Dechpokked, and Thamonwan Koosuwan.   Kudun and Partners Advises Interroyal Engineering (IROYAL) on IPO Launch on Thailand’s Market for Alternative Investment   Kudun and Partners successfully represented Interroyal Engineering Public Company Limited (IROYAL), a provider of engineering services and specialized products, in its initial public offering (IPO) on the Market for Alternative Investment (mai). The IPO filing, submitted to Thailand’s Securities and Exchange Commission on November 5, 2024, offers up to 58 million ordinary shares at THB 0.50 each, marking a milestone in IROYAL’s mission to drive innovation in sustainable electric power solutions.   The transaction was led by partner, Thitawan Thanasombatpaisarn, with support from associates Supajit Koosittiphon and Sirivipa Kittisubun, ensuring a successful listing for IROYAL.  

The ‘E’ in ESG (Environmental, Social, and Governance) has become a critical driver of business success worldwide.

Obtaining a business license is a crucial step for anyone looking to establish and operate a business in Thailand.

Mergers and acquisitions (M&A) can be exciting ventures, but they can also lead to a whole range of disagreements between the parties post acquisition.

The direct power purchase agreement between an energy producer and a consumer (the “Direct PPA”) in Thailand are currently restricted to very limited circumstances.

Thailand is generally not known to be a litigious country, yet when it comes to labour related disputes, it is a different story.

After the fundamental changes to the Civil and Commercial Code of Thailand (the “CCC”) under the Civil and Commercial Code Amendment No. 23 B.E. 2565 (2022) (the “Amendment”),

Thailand's government is on the process of launching a groundbreaking multiple-entry Medical Treatment visa ("non-MT visa") with a generous one-year validity period,

Since 2022, Thailand has been steadfast in its pursuit of the “30@30” policy, which aims to promote the electric vehicle industry in Thailand and achieve a 30% share of Zero-Emission Vehicles (“ZEV”) in overall vehicle production by 2030.

Kudun and Partners is proud to announce its successful representation of BGC Packaging Co., Ltd. in the strategic acquisition of 4,518,000 shares,

Kudun and Partners, as a co-counsel together with Jipyong LLC, a Korean firm, has successfully represented B. Grimm Power Public Company Limited,

Kudun and Partners represented the sponsors and shareholders of Hausen Bernstein Co., Ltd.,

Kudun and Partners has successfully represented Tiong Woon Crane and Transport Pte. Ltd. — a leading integrated heavy lift specialist and service provider and a subsidiary of Tiong Woon Corporation Holding Ltd.,

On June 9, 2022, Thailand delisted both cannabis and hemp plants, their unprocessed parts, and carved out extracts containing low tetrahydrocannabinol (THC) level (i.e. < 0.2% by weight) and seed oils derived from cannabis or hemp plants in Thailand from the Narcotics Code, officially becoming the first country in Asia to legalize the cultivation, sale and utilization of the plant for medical and other permitted purposes. For centuries, cannabis was used in Thailand in the form of traditional medicine, until it was banned in the 1930s due to international pressure. In 1979, Thailand’s Narcotics Act specifically designated cannabis and hemp as Category 5 illegal substances. Under this Act, the production, trade or possession of cannabis and hemp was considered a criminal act punishable by heavy fines and/or prison sentences. Thereafter, all activities related to cannabis plants and their derivatives have been highly regulated until a gradual relaxation of the applicable laws over the last few years.

Since the lifting of the strict lockdown in the first quarter of 2022 and the decrease in the number of COVID-19 cases, the Thai economy has shown signs of recovery. However, Thailand still faces a battle in bringing its economy back up to pre-pandemic levels in order to compete with its ASEAN neighbors, not to mention the world. Therefore, in June this year, the Royal Gazette formally announced of the introduction of an initiative between the Ministry of Interior (“MOI”), the Ministry of Labour (“MOL”), and the Board of Investment (“BOI”) in the form of a Long-Term Resident (LTR) visa that is designed to attract a new wave of foreign direct investment (“FDI”) and knowledge transfer experts.

There are often many reasons cited as to why international arbitration should be the preferred method of dispute resolution for parties: it can be quicker, cheaper, the process is private, the award is final and the parties have more autonomy over the process. Whilst some of these factors are debatable (especially in highly complex commercial cases), the fact that parties to an arbitration can have more autonomy than in traditional court litigation is usually less controversial. Party autonomy in arbitration is often a significant factor that persuades contractual parties to consider arbitration over other methods of dispute resolution. This is not surprising, as the need to have control and certainty is an innate human desire that often brings us security and peace.

According to Thai labour laws, an employer is empowered to terminate an employee’s employment at its will, except for members of the Employee Committee which requires a court order for dismissal. However, the consequences of dismissal with and without statutory causes under the Labour Protection Act B.E. 2541 (the “Labour Protection Act”) will be different in terms of the statutory payments for which the employer is legally required to pay the employee. In this regard, the question “how much statutory payment does the employer have to pay to the employee due to dismissal?” becomes one of the most concerned and critical issues for all employers.

With its increasing population and urbanization, Thailand cannot escape from the mountains of solid waste generated in households and in communities across the country. The inappropriate disposal of solid wastes will cause serious ramifications which would be a national nightmare, such as air pollution, water pollution and contagious diseases. All of these issues are harmful not only in the environmental scale, but also in respect of the public health of each domestic sector.

On 23 May 2022, the latest amendment to the Public Limited Companies Act (No. 4), B.E. 2565 (2022) (the “PLC Amendment”) was published in the Government Gazette and it became effective on May 24, 2022. The PLC Amendment aims to facilitate public limited companies by allowing greater use of electronic communications in their business operations. The latest amendment is a follow-up to the proposed amendments of the same, which we covered last year in our article Technological Advancements Enable Amendments to the Public Limited Companies Act.

January 17, 2022: It is with great pleasure that we announce the promotion of Thitawan Thanasombatpaisarn and Kongwat Akaramanee to partners of Kudun and Partners. Thitawan, our new capital markets partner, and Kongwat, our new dispute resolution partner, have been valued members of our team for many years, and has consistently demonstrated exceptional legal acumen and a deep commitment to our clients. We are certain that our new partners will play a vital role in shaping the direction of the firm and driving our sustained growth.

Kudun and Partners represented Yong Concrete Public Company Limited, one of the largest manufacturers and distributors of precast and ready-mixed concrete products in central and western Thailand, with respect to its IPO with a market capitalization of THB 1.7 billion (approx. USD 47.15 million). At the opening of this first trading day, the company received an 80% increase in its IPO subscription price from THB 2.50 per share to THB 4.50 per share.

Kudun and Partners represented two high-net-worth Thai individuals on their acquisition of approximately 61% shares in Nation Broadcasting Corporation Public Company Limited from Nation Group (Thailand) Public Company Limited for a total value of THB 898 million.

Kudun and Partners represented Platt Finserve Co., Ltd. in the sale of 50% of the total issued shares from Cash Machine Capital Company Limited to Sabuy Technology Public Company Limited (SABUY) for a total value of THB 1.13 billion. The acquisition is part of SABUY’s business expansion into automated teller machines (ATMs) as Platt Finserve Co., Ltd. holds the right to install 10,000 in front of 7-Eleven convenience stores across the country for 10 years.

Kudun and Partners represented Ichitan Group Public Company Limited—a leading and hugely popular Thai beverage company that manufactures a wide range of beverages such as green tea, herbal, fruit, and energy drink—with respect to the acquisition of newly issued ordinary shares of Predictive Co., Ltd. for a total value of THB 122.6 million.

Kudun and Partners represented Quantifi Photonics Limited, a company headquartered in New Zealand and an expert in harnessing, manipulating, and measuring the physical properties of light, with respect to the indirect share acquisition of SmarTest Thailand Ltd., a designer and manufacturer of high-speed test and measurement equipment used in optical communication, semiconductor manufacturing, and defense and aerospace industries.

Following the abolition of the requirement to pay personal income tax on capital gains from cryptocurrency and digital asset trading on authorized digital asset exchanges in March 2022, the Thai Government has further eased tax rules by suspending the requirement to pay 7% value-added tax (“VAT”) on income derived from cryptocurrency and digital token trading until the end of 2023.

Following the launch of a real estate investment trust with buy-back condition (the “REIT buy-back”), which we extensively covered in our last article, “Overview of REITs with buy-back conditions: The new mechanisms to help real estate owners survive in the midst of Covid-19”, aiming to alleviate the woes that business operators, particularly the hospitality sector, have endured during the Covid-19 era, on May 10, 2022, according to information revealed by the director of the Fiscal Policy Office, the cabinet resolved to initiate measures to support business operators who wish to embark on structuring a REIT buy-back by reducing their burdens relating to the payment of official fees that arise on the transfer date at the land office.

Following its initiative to encourage investment in the electric vehicles (EV) sector in 2017, the Office of the Board of Investment (“BOI”) anticipates the expansion of the domestic market for EV manufacturing in Thailand, as it encourages consumers to embrace utilizing EVs. Therefore, the BOI has regularly updated its policy to promote investment in the EV charging station market, which is the main facility that supports the infrastructure of EVs, by revising and updating the measures, criteria, conditions, and privileges in this industry sector.

Looking to film in Thailand? The country’s dynamic natural and urban landscapes, experienced local production houses, and well-equipped hospitality sector have always been major draws for the foreign entertainment industry. In the first four months of 2021 alone, Thailand earned an incredible THB 1.2 billion in revenue from international film production – despite the ongoing pandemic.

August 1, 2022: Emi Rowse Igusa has joined Kudun and Partners as a partner launching a brand new Japan Practice to cater to the burgeoning Japanese legal needs in Thailand. She is a specialist in commercial litigation and international arbitration and has represented numerous clients in arbitration cases under the ICC, LCIA, SIAC and TAI rules. She has extensive experience in advising clients on commercial contracts, shareholder and joint venture disputes, employment law, investigations (corruption, fraud and corporate governance) and competition law. In addition to practicing law, Emi is a professional counselor. She possesses a unique combination of skills as a lawyer and a counselor, allowing her to comprehend the psychology of dispute resolution, an increasingly topical issue in the field. Emi is half Japanese and speaks fluent Japanese.

With digital technology improving and the pandemic recovery already underway, Thailand’s business world is experiencing a new wave of ambitious startups. In order to succeed in this highly competitive environment, startups require adequate funding from key investors, venture capitalists and angel investors.  In such a crowded environment, however, raising money is no easy task. Attracting the attention of international investors can be difficult, while funding via IPO takes a considerable amount of time and requires jumping a number of legal hurdles. Fortunately, there are simpler options – and this is where alternative debt financing comes in.

The popularity of Bitcoin and other decentralized cryptocurrencies continues to send ripples throughout the financial world. Private companies like Meta (formerly Facebook) have already begun developing their own competing cryptocurrencies, and central banking institutions are likewise working on similar concepts. The introduction of a CBDC (Central Bank Digital Currency) in Thailand is set to begin in 2022 – but assessing its importance requires understanding why many feel that a centralized cryptocurrency is necessary in the first place.

In nearly all areas of the economy, technology moves faster than the law. Assertive tech companies, by making the most of their newly developed capabilities, often can enjoy a few years’ worth of relatively unregulated success before lawmakers make an earnest effort to re-stabilize the playing field. This regulatory process is currently playing out in Thailand’s e-service sector, where a newly implemented tax law is set to affect foreign service providers as well as their individual and SMEs clients.

In the midst of a new wave of COVID-19 infections, the Cabinet of Thailand approved the draft of a new regulation on March 1, 2022, referred as the Draft Announcement of the Eastern Economic Corridor Policy Committee (“EEPC”) Re: Incentives for Business Operator in the Promotion Zone for Specific Industries B.E …. (the “Announcement”) to enable the EEPC to provide additional incentives to a business operator that has its business located in the promotion zone for specific industries of the Eastern Economic Corridors (“EEC”) program.  These incentives are in addition to the investment benefits that are already provided by the Office of the Board of Investment (“BOI”) in order to attract more foreign direct investment. This draft announcement covers the targeted areas, the applicable incentives and the criteria of the business operator.  The main principles of these regulations are as follows:

The Thai cabinet has recently approved the draft Royal Decree issued under the Revenue Code regarding income tax exemption on investment in Thai startups (the “Draft Royal Decree”), in cases where the funding for the startups is provided directly or indirectly through Venture Capital (VC), Corporate Venture Capital (CVC), or private equity trust (PE Trust). This Draft Royal Decree aims to unlock  capital gains tax on investment in startups under the Royal Decree No. 597 (B.E. 2559) and No. 636 (B.E. 2560). These tax benefits will be effective for ten accounting periods from the day after the date of the publication of the Draft Royal Decree in the Government Gazette until 30 June 2032. The cabinet anticipates that these tax privileges will facilitate Thai startups to raise more funds from both Thai and foreign investors, leading to faster growth in gross domestic product (GDP) in Thailand, and an increase in the number of workers employed in Thailand.  

Thanyaluck Thongrompo (Bee) has joined Kudun and Partners as a partner in the firm's Corporate and M&A Practice, focusing on permits, licenses, regulatory, and compliance work. Bee joins from PKF Tax And Consulting Services Thailand Ltd., a member firm of PKF International, where she has been a partner in the firm’s corporate legal team since 2020. Prior to PKF International, she formerly worked with Bolliger & Company Consulting Ltd., DFDL Mekong (Thailand) Limited and KPMG Phoomchai Tax & Legal Ltd.

Kudun and Partners represented STARK Corporation Public Company Limited on the issuance of derivatives in the form of warrants to purchase ordinary shares of Stark Corporation Public Company Limited Series 1 (STARK-W1) for THB 20 billion (USD 664.4 million) with a term of 4 years from the issuance date of the STARK-W1 Warrants.

Kudun and Partners represented a group of high-net-worth buyers on the 69.18% share acquisition transaction including preparing Tender Offer for all shares of One to One Contacts Public Company Limited (“OTO”) from Samart Engineering Company Limited and Samart Corporation Public Company Limited in the total amount of THB 464,880,000 (USD 15.5 million). Part of the transaction include our firm providing escrow services for the buyer and the seller.

Kudun and Partners represented CNNC Joint Venture — consisting of three entities, NTL Marine, a subsidiary of Prima Marine PCL., Nathalin and Zhonggang Construction Group from China — in connection with setting up the joint venture company and the submission of bidding proposal to the Port Authority of Thailand for the construction work of Laem Chabang Port Development Project Phase 3 (Part 1) Off-Shore Construction, a key project in Thailand’s Eastern Economic Corridor, which is put forward by the current Thai government to attract investment, boost innovation and upgrade the industries.

Kudun and Partners represented B.Grimm Power Public Company Limited on a cross-border investment transaction on acquiring 100% shares in a project company that has obtained the right to develop the first-ever ground-mounted solar photovoltaics (PV) project in Cambodia with the power purchase agreement for 30 Megawatts with Electricite Du Cambodge (EDC) for a period of 20 years. B.Grimm is one of the oldest and largest infrastructure developers in Thailand. Upon completion of the acquisition, we continue to assist the client on the project development phase including preparation and finalization of the Construction and Supply Agreements.

Kudun and Partners represented Prima Marine PCL (SET: PRM) — a full-service provider in the marine transport industry and one of the largest fully integrated business operator in oil tanker and oil and petroleum storages in Thailand — on the acquisition from Thai Oil PCL (SET: TOP) — a subsidiary of PTT Group and the largest oil refinery in Thailand — of all equity interests in Thaioil Marine Co., Ltd. (TM) and of TM’s equity interests in TM’s subsidiaries including TOP Maritime Services Co., Ltd. (TMS), with a total value of approximately THB 1.6 billion.

Kudun and Partners represented Prosper Engineering Public Company Limited (mai: PROS), a provider of engineering systems, design services, contractors, engineering consulting, and system maintenance services in connection with its domestic initial public offering on the Market for Alternative Investment (mai) with an approximate total paid up capital of THB 270 Million.

Kudun and Partners represented Assetwise Public Company Limited (SET: ASW)  — a holding company that has over 15 subsidiary operating core business companies that operate in property development for sale, including condominium, single house, townhome and home office — in connection with business restructuring and its initial public offering (IPO) of its shares and the listing of its shares on the Stock Exchange of Thailand (SET) with a trading value of THB 1.28 billion (USD 40.7 million)

Kudun and Partners represented Nex Point Public Company Limited (NEX), in connection with its investment and penetration into the electric vehicle business focusing on public bus through the acquisitions of partial equity interest from the existing shareholders in Beli Service Company Limited, with a deal value of THB 260 million (USD 8.34 million), and Absolute Assembly Company Limited, with a deal value of THB 218.2 million (USD 7 million).

With the pandemic continuing to limit global economic growth, many businesses are running out of options to maintain liquidity. One way out of this situation involves mergers and acquisitions (M&A), a transaction that can manage these pressing financial concerns.

The rapid spread of Covid-19 has placed the healthcare system in Thailand under severe pressure. Following the outbreak of the pandemic, new startups focusing on telemedicine have sprung up to take on the challenge of innovating the way healthcare services can be provided to patients. In general, telemedicine aims to assist healthcare professionals in providing services or consultations, including assessment, diagnosis, treatment, and consultation, to patients via “remote technology”, a system providing remote medical facility services i.e. real-time interactive communications, or audio/video conferencing as a method to minimize in-patient visits.

On May 11, 2021, the Cabinet resolved that the proposed amendments of the Public Limited Companies Act, B.E. 2535 (1992) (the “PLCA”) be made, mainly due to technological advancements that allow certain corporate administrative procedures to now be conducted by electronic means. For ease of reference, the table below highlights the proposed amendments against the existing corresponding provisions under the PLCA.

Kudun and Partners represented Saksiam Leasing Public Company Limited on the IPO preparation for the purpose of offering newly issued shares to the public and listing all shares of the client to the Stock Exchange of Thailand. The size of Saksiam Leasing’s IPO is approximately THB 2 billion (USD 67.5 million).

Kudun and Partners represented a consortium consisting of Opes Callan Limited, Hatton Equity Partners (Thailand) and Japan South East Asia Finance Fund L.P., a private equity invested by Development Bank of Japan, on its acquisition (including project financing) of 100% stake in Microfiber Industries Limited for the total value of THB 1.85 billion (USD 58.6 million).

Kudun and Partners represented Prima Marine Public Company Limited (SET: PRM)  — a full-service provider in the marine transport industry and one of the largest fully integrated business operator in oil tanker and oil and petroleum storages in Thailand — in connection with the acquisition of up to 100% shares in Big Sea Company, a maritime petroleum transportation service company with the second-highest market share in Thailand and owns 14 ships. The transaction was divided into two phases since the acquisition started in 2018 and the second phase was successfully concluded in Q1 of 2021.

Arbitral tribunal dismissed CAT’s dispute in the allegation of transferring telecom equipment, which CAT claimed THB 13.4 billion and an additional claim for opportunity loss of THB 116 million per month.

Thailand’s Personal Data Protection Act (PDPA) forces organizations to comply with sweeping and technically complex data requirements, imposing costly penalties on organizations and individuals who fail to abide by its rules. The law was published in the Royal Thai Government Gazette on 27 May 2019, but enforcement has been delayed twice in order to allow more time for compliance.

Background On April 11, 2021, amendments to the Thai Civil and Commercial Code (the “TCCC”) came into effect in Thailand in the form of the Emergency Decree on the TCCC Amendments 2021 (the “TCCC Amendments”).

Since the fiscal year of 2019, companies or juristic person belonging to the same group (the “Related Companies or Juristic Partnerships”) are obliged to comply with the transfer pricing regulations set out under the new section 71 bis and section 71 ter of the Thai Revenue Code (the “TP Regulations”).

Over the past 30 years, the global gaming entertainment industry has experienced a significant and dynamic shift from offline to online gameplay.

Every startup aspires to become a “unicorn”, where the business is valued to achieve over USD 1 billion.  However, the path for startups to reach the unicorn status is a bumpy road and to achieve that success, funding becomes a critical element that provides the company the resource to continuously conduct its products/ services development and expand its business. While obtaining funding is an uphill task itself, one of the most crucial ingredient to obtain funding is the Legal Due Diligence (“LDD”). What is Legal Due Diligence? LDD is the process of gathering, understanding and evaluating all legal risks prior to an investment or funding by the investor.  The investor conducts LDD to fully understand the benefits and risks for the investment. Prior to the LDD, the potential investor would provide to the business the “Term Sheet”, a document consisting of the framework and key terms that are set up for negotiating in the final definitive agreements such as share subscription agreement and shareholders’ agreement. Conversely, LDD keeps and prevents startups from conducting non-compliance activities and take effective measures to prevent such conduct. At every funding stages listed below, LDD is required. Before conducting LDD, a startup will enter into the Term Sheet with investors, which is a non-binding document that indicates the proposed terms and conditions of a potential transaction.  Key terms of the Term Sheet are generally comprised of provisions on the proposed transaction and valuation, investment instruments, investment considerations, pricing of shares, the condition precedent to closing, share transfer restriction, representations and warranties, drag-along or tag-along rights, exclusivity period, due diligence, non-compete agreement, confidentiality, anti-dilution, governing law, and other relevant provisions. Once the Term Sheet is finalized, LDD will commence.  In this stage, the investors will request to have a face-to-face meeting with founders of the startup and may typically request for a large number of documents that must be carefully examined as follows: Company information: Stage of business, products, financial and market plan, operation, potential customers and suppliers. Corporate documents and shareholding structure: Memorandum, Articles of Association, records of all minutes of board meetings and shareholder meetings for the last three years, list of shareholders, share register book, share certificate, and any tax registration. Financial documents: Audited financial statements for the last three years, recent unaudited financial statements, documents relating to banks or other lenders including financing documents and loan documents. Material agreements: Material agreements that might adversely affect the transaction i.e. partnership agreement, agreement on supply, maintenance, sale and purchase of goods, lease agreement, licensing and franchise agreement, and other operating agreement of the business. Assets: Documents relating to properties and intellectual property-related i.e. trademarks, copyright and patents, immovable property and movable property, and inventory. Permits and licenses: All licenses including permit, certificate, approval and application issued to a company. Human resources: Total number of employees, employment agreements including employee entitlements, health benefits and welfares, work rules, HR policy, work permits, and current labor disputes. Insurance: Insurance policies such as employee health insurance and asset insurance. Litigation: Pending litigation by or against the company, or any potential litigation, arbitration or investigation, and insurance program that covers liabilities of the company. When completing the LDD, the results obtained will determine the decision making of all investors, which will directly impact the valuation of the startup. Considerations We have highlighted the following common issues that we have previously encountered, which should be taken into consideration when preparing the LDD: Growth: All investors wish to deeply understand the company’s markets and products, and ensure that such startup can grow and, in return, offer strong earnings growth to investors. Incomplete documents: When a startup cannot provide documents evidencing the registration of the company, share register and share certificate, tax documents, or any other past records, investors become weary amid uncertainty. Lacking such documents may create distrust and startup appearing less credible.  Hence, startup should ensure that all documents are properly recorded since the start of its business operation. Permits and licenses: Startup fails to apply for relevant licenses and fails to comply with licensing requirements. Also, permits and licenses are not renewed within a specified period of time. IP assignments: Technically, the investor wishes to ensure that the ownership and rights of work product created by any employee is properly transferred to the company. Loan transaction: As investors wish to ensure that loans do not have legal risks, loan transactions from either directors, employees or external sources must be evidenced in official forms as stipulated by the law. Human resources: Work rules that are not in compliance with Thai law including the hiring of foreign workers that do not have a legal work permit needs to be addressed and rectified. Litigation: There are lots of pending litigation and arbitration, which put the business at risks. While tedious, LDD is a process that will help ensure preparedness and maintain transparency, which is highly significant for startups as it helps to ensure the credibility of the startup allowing investors to critically assess the business and be fully informed of their investment before it can consider entering into any transaction with any investors or even listing it in the capital market. As we are one of the pioneers in providing not only legal expertise but pragmatic business solutions to startup companies, please contact our Startup team at Kudun and Partners for further information.

Living in Uncertain Times More than a year has passed since our lives were turned upside by the outbreak of COVID-19.  Across the globe, millions of people have succumbed to the virus and countless businesses have collapsed.  In Thailand, although the loss of life has been relatively low, the pandemic has devastated the country’s economy. Whilst most business sectors have experienced the disruptive effects of the pandemic, the travel and tourism industry, which accounts for approximately 15% of Thailand’s GDP, has been particularly hard hit – with many hotels, airlines, travel agencies and tour operators being forced to shut down. This, in turn, has caused business and investment sentiment in Thailand to remain generally cautious.

For the second consecutive year, the Thai Government has announced substantial tax relief measures for property owners in an effort to soften the economic impact of the COVID19 pandemic.   

It’s no surprise to learn that the founders of new startups often spend a majority of their time focused on growing their business by developing, refining and marketing their product or service, hiring great people, and working tirelessly to get potential investors excited enough about their ideas and business plan to make an investment.  However, in the rush to move things forward as quickly as possible, many other important matters are swept to the side at the early stages on the basis that they are not critical.  Also, due to cost concerns, hiring lawyers and other professional advisors is usually out of the question.

What is Arbitration? Arbitration is one of the most effective Alternative Dispute Resolution (“ADR”) approaches to resolving disputes outside the courts. Arbitration is often considered for the resolution of disputes, most commonly used in relation to international commercial transactions.

Our firm successfully defended Advanced Info Service Public Company Limited (“AIS”)and its group companies i.e., Mimo Tech Company Limited, Super Broadband Network Company Limited and Advanced Wireless Network Company Limited, with respect to ‘English Premier Leauge’ request for a non-violation of copy right for the first time in Thailand history.

Kudun and Partners provided legal advice to  Export-Import Bank of China, Tianjin Branch for the Nong Khai High-Speed Railway, part of Thailand’s portion of the Trans-Asian Railway Central Line, and Belt and Road Initiative. The assignment was led by our partner and Head of China Practice, Mayuree Sapsutthiporn, senior associate, Peerasanti Somritutai and associate, Chavisa Jinanarong.

Kudun and Partners represented Areeya Property Public Company Limited, a leading real estate developer listed on the Stock Exchange of Thailand (SET), on the divestiture of Mega 1 and Mega 2 Projects — an extremely rare transaction involving the “during-construction” residential condominium projects located in Bangkok’s Bang Na area, a rapidly growing suburb near to the Suvarnabhumi International Airport — to Real Asset Development Co., Ltd. at the approximate value of THB 1.1 billion (USD 37 million).Kudun and Partners represented Areeya Property Public Company Limited, a leading real estate developer listed on the Stock Exchange of Thailand (SET), on the divestiture of Mega 1 and Mega 2 Projects — an extremely rare transaction involving the “during-construction” residential condominium projects located in Bangkok’s Bang Na area, a rapidly growing suburb near to the Suvarnabhumi International Airport — to Real Asset Development Co., Ltd. at the approximate value of THB 1.1 billion (USD 37 million).

The MOC has finalized the draft ministerial regulation that will classify each of the following businesses as an Exempted Business (the “Draft Regulation”):

On 21 September 2020, the Ministry of Finance has announced a tax incentive to promote investment, improve industrial capacity, enhance global competitiveness, and encourage relocation of a production facility. The incentive is on a tax exemption measure allowing 100% additional tax deduction for the purchase of (1) machinery; and (2) software for its automation system.On 21 September 2020, the Ministry of Finance has announced a tax incentive to promote investment, improve industrial capacity, enhance global competitiveness, and encourage relocation of a production facility. The incentive is on a tax exemption measure allowing 100% additional tax deduction for the purchase of (1) machinery; and (2) software for its automation system. All corporate entities, regardless of their legal forms and types of businesses carried out, are eligible to apply for the tax incentive under the criteria and conditions prescribed under the Royal Decree No. 710 and the relevant notification of the Director-General of the Revenue Department.

In the first article of our Business Rehabilitation Spotlight Series, we provided an overview of the anatomy of a typical business rehabilitation in Thailand where we focused on the key considerations for Thai and Foreign Creditors. In this episode, we will highlight one of the key features in a rehabilitation proceeding that comes into immediate effect when the rehabilitation petition is accepted by the Court and continues until the rehabilitation case ends.

In episode 3 of our Business Rehabilitation Spotlight Series, we will discuss on the most crucial stage for creditors in a business rehabilitation proceeding, which is the “Debt Repayment Application.”According to Section 90/26 of Thai’s Bankruptcy Act B.E. 2483 (A.D. 1940) (the “Bankruptcy Act”), creditors who wish to claim their debt from debtors in the rehabilitation process must file the debt repayment application to the official receiver within one month from the date of publication of the order appointing the plan preparer in the royal gazette. Traditionally, such order will be published in at least two daily newspapers, however, of recent, the Legal Execution Department will announce such order on its website (www.led.go.th) instead of the daily newspapers.

The Supreme Court recently dealt with a case in which an employee was dismissed after forwarding confidential work-related information to his personal email account (Supreme Court Decision No. 7189/2562). The court decided that the employment termination was fair and lawful, where the employer is not required to inform the employee in advance for such dismissal. Additionally, the employee was not entitled to any compensation nor severance pay.According to the decision, it can be deduced that the court in this case views the information related to the operation and management of the employer as confidential and sensitive in nature. As such, revealing the information was considered a breach of material obligation by the employee.

Kudun and Partners has been officially appointed to represent a total of 87 savings co-operatives in their capacity as creditors of Thai Airways International Public Company Limited in Thailand’s largest-ever business rehabilitation proceeding to date, with debts estimated to be in excess of THB 352.49 billion (approximately USD 11.34 billion).

This newsletter, which is the first in the series on business rehabilitation in Thailand, takes readers through the anatomy of a typical business rehabilitation proceeding under the Bankruptcy Act and highlights a number of the key preliminary issues that both Thai and foreign creditors should be aware of during each stage of the business rehabilitation process.  

Thailand’s Kudun and Partners has recently strengthened its international practice with the appointment of Troy Schooneman as partner and head of its international practice group.

Thailand’s Kudun and Partners has recently strengthened its international practice with the appointment of Troy Schooneman as partner and head of its international practice group.