Dang The Duc is the founder and managing partner of Indochine Counsel. With more than 25 years of experience in business law practice in Vietnam, Duc has extensive expertise advising foreign clients in international and cross-border transactions in such areas of practice as inward investment, corporate & commercial transactions, private equity, M&A, securities & capital market transactions, corporate restructurings, and project financing. Over the past several years, he has been involved in a number of major transactions for leading financial institutions, investment funds and multinational companies. In addition, he has substantial experience in advisory & transactional work for IPR, IT and technology related matters.

Duc has been recognized as a leading lawyer in Vietnam by various international publications such as IFLR1000, Asian Legal Business (ALB), Chambers Global, Legal 500 Asia Pacific, Leaders in Law Global Awards, Asialaw Profiles, The In-House Community (Asian-Mena Counsel), The International Who’s Who Legal, The Expert Guide - The World’s Leading Lawyers, The A-List Vietnam's Top 100 Lawyers (Asia Business Law Journal), Media Law International, and MIP IP Stars. 

He is an active speaker for conferences and seminars both in Vietnam and abroad for such legal business topics as M&A, private equity, corporate transactions, securities and capital markets.

Experience

Duc’s notable transactions include:

• Acted as the project team leader / lead legal counsel for a legal review project as engaged by the IFC / WB “Vietnam Legal Review Data Driven Lending - Data Driven Services for Retail and SMEs Lending” for collaboration between a leading local bank and an enterprise tech firm;
• Advised TLC Modular Group in relation to investment by Goldman Sachs Asset Management in TLC Modular, a group with business interests in Singapore, Australia, New Zealand and manufacturing and design facilities in Vietnam;
• Advised Thaco Group in acquisition of 100% stake in E-mart Vietnam and strategic franchising arrangement with E-mart Inc.;
• Advised EQuest Education Group (EQuest) in relation to the investment made by KKR through KKR Global Impact Fund;
• Acted as the lead legal counsel for a study project on early stage financing for innovative start-ups and SMEs in Vietnam: “Vietnam Venture Capital and Angel Financing Ecosystem”, as engaged the World Bank Group. This is part of the World Bank’s project in Vietnam: Promoting Innovation in Vietnam – “Vietnam Venture Capital Ecosystem Diagnostic to support Innovative Start-ups and SMEs";
• Advised Thaco Group in a strategic investment and acquisition of stakes in HAGL Agrico (HNG) and HAGL Land (which develops and owns the HAGL Myanmar Center Project in Yangon, Myanmar); 
• Acted as the local team leader for the project “Corporate Governance ROSC Assessment for Vietnam” (2013), an initiative by the World Bank;
• Acted as the local lead counsel for conducting the Legal Analysis for Implementation of Vietnam National Single Window, a project funded by USAID;
• Advised a UK education group for acquisition of an international school in Ho Chi Minh City;
• Advised China Development Bank (CDB) and issued legal opinion in relation to its financing with the value of appx. US$500 million for a high-way project (Hanoi-Hai Phong Highway Project) in Vietnam;
• Advised Tan Tao Corporation in a coal-fired Kien Luong 1 power plant with capacity of approximately 1,200 megawatts in the south of Vietnam, including review / advice on PPA, Government Guarantee, EPC Contract, Coal Supply Agreements, and financing documents for the project. The total investment capital of the project is VND45,792 billion;
• Advised EVN for negotiation of the power purchase agreement (PPA) for the 1200 MW Mong Duong 2 BOT Coal-fired Thermal Power Project;
• Advised Trung Nguyen Group acquire a state of the art factory in Binh Duong Province from Vinamilk, via assets acquisition for a consideration of appx US$40 million;
• Acted for Truong Hai Auto Group for disposal of 20% stake for a consideration of US$77 million;
• Acted as the Vietnam counsel for Providential Holdings, Inc. in the formation of a US$250 million offshore investment fund with focus on the Vietnam equity market;
• Acted for Gimpex Group (India) for acquisition of an iron ore mine in Hua Phan Province, Lao PDR;
• Acted for Gimpex Group / SPG Mining Pte Ltd. to prepare and advice on the BCC for mining activities of a lime stones mine in Ha Nam Province, with the project value of US$50 million;
• Advised Alliance Minerals Vietnam Limited in acquisition of a white marble mine in Yen Bai Province, Vietnam, including preparation of the business cooperation contract (BCC) with the project value of more than US$100 million;
• Acted as the Vietnam counsel for Erria A/S (borrower) in relation to the Multi-option Facility Agreement (with the loan valued at DKK45 million), Guarantee and Share Pledge Agreement with Danske Bank Group;
• Acted for Saigon Paper Corporation to sell shares for strategic investors, Daio Paper and Development Bank of Japan (DBJ), with the deal size of appx. US$8.5 million;
• Acted as the legal counsel for the Industrialisation Fund for Developing Countries (IFU) (Denmark) for a loan of US$8.5 extended by IFU to Hanoi-Vungtau Brewery Joint Stock Company (HVB);
• Advised Thanh Viet Investment Fund Management Company for formation of 2 private, closed-end funds for a local fund manager;
• Acted for the Ho Chi Minh City Investment Fund for Urban Development (HIFU) in relation to syndicated loan / Hermes Buyer Credit Agreement, with the value of US$93 million, for financing Phu My Bridge BOT Project;
• Advised Kostal Eco Industries Co Ltd. to prepare and negotiate for an EPC contract for a waste water treatment plant with Phong Phu Textile Company; and
• Acted for Binh Phuoc Construction – Consultant and Development Investment Company (BICONSDIN) for an EPC contract for a complete ropeway system at Ba Ra mountain, Binh Phuoc province, Vietnam.

Publications

• “Rules for Independent Directors under the 2020 Enterprise Law and the 2019 Securities Law”, The Saigon Times, 2021
• Co-author, Vietnam Chapter “Global Employment Law Fact Sheets”, the Law Firm Network (LFN), October 2018
• Co-author, Vietnam Chapter “A Practical Guide to E-Discovery in Asia”, LexisNexis, 2018
• Co-author, Vietnam Chapter “Cross-Border Contract Guide”, the Law Firm Network (LFN), July 2017
• Co-author, Vietnam Chapter “Legal Guide to Corporate Insurance for Asia”, the Kennedys, April 2017
• Co-author, Vietnam Chapter “International Insolvency and Restructuring Guide”, the Law Firm Network (LFN), May 2014
• Co-author, Vietnam Chapter "Enforcing Patent Rights ", IP Value 2014, IAM Magazine, December 2013
• Vietnam Chapter “Restrictive Covenants and Trade Secrets in Employment Law”, An International Survey, Volume II, 2011 - 2013 Supplement, ABA Section of Labor and Employment Law and Bloomberg BNA
• Co-author “Vietnam’s New Public-Private Partnerships Legal Framework: A Work in Progress”, IPBA Journal, June 2011
• Co-author “The Gambling Business in Vietnam: What can Foreign Investors Expect?”, IPBA Journal, March 2011
• “Corporate Governance and Directors' Duties: Vietnam”, PLC Cross-border Corporate Governance and Directors’ Duties Handbook 2010, Practical Law Company, June 2010
• Vietnam Chapter "Vietnam - Improved IP rights enforcement: benefits for IP rights owners and business", IP Value 2010, IAM Magazine, February 2010
• “Structuring M&A deals in Vietnam”, ALM Guide to Global Mergers & Acquisitions 2009, The American Lawyer, January 2009
• Co-author, “Competition Law and Policies in Vietnam”, Singapore Law Gazette, November 2008
• Co-contributor, “Intellectual Property Protection in Asia, Vietnam Chapter”, LexisNexis Mathew Bender, 1998-2008
• “Securities crimes are to be scrutinized”, Saigon Economic Times, August 2008
• “Opening room or a clear roadmap?”, Saigon Economic Times, July 2008
• “Rules of law to improve the investors’ confidence”, Securities Investment, May 2008
• “M&A in Vietnam: Opportunities and Experiences”, VNR Report, June 2008
• Co-author, “Protection of Intellectual Property Rights in Vietnam”, Singapore Law Gazette, June 2008
• Co-author, “Licensing Industrial Property Rights in Vietnam”, Asian Legal Business, April 2008
• “M&A activities to boom in Vietnam”, Asian Legal Business, July 2007

Conferences & Seminars

• Panel speaker, “Vietnam CFO Forum 2021 – Insights & Foresights: The Future in the Present Tense”, Ho Chi Minh City, November 2021
• Panel speaker, “Vietnam CFO Forum 2019 – Global Trade: More Proactive, Less Reactive”, 11^th CFO Forum Vietnam, Ho Chi Minh City, November 2019
• Speaker, “M&A Legal Issues in Vietnam”, Asia M&A Group Annual Meeting, Diamond Island, Ho Chi Minh City, February 2014
• Panel speaker, “New Corporate Governance Regulations”, Launch of Vietnam Corporate Governance Scorecard 2012, the State Securities Commission of Vietnam (SSC) and IFC, Ho Chi Minh City, November 2012
• Panel speaker, “Cross-border mergers, acquisitions and investments in Asia: Trends and opportunities in Southeast Asia”, 3rd Asia Pacific Regional Forum Conference, International Bar Association, Kuala Lumpur, November 2012
• Speaker, Employment Law Congress 2011, Key Media, Singapore, June 2011
• Panel speaker, Conference on Legal, Tax and Business Aspects for Foreign Investment in Vietnam, the Asia Business Forum, Bangkok, November 2009
• Panelist, “Legal Practice Management”, 22nd LAWASIA Conference, Ho Chi Minh City, November 2009
• Speaker, “Foreign Direct Investment and Tax Regime in Vietnam”, Vietnam Tax 2009, Key Media, Singapore, November 2008
• Speaker, “M&A deals: from legal perspective”, M&A Vietnam 2008 -Enhancing Capacity from the Sell-Side”, Masso Consulting Group, October 2008
• Speaker, “Corporate Governance in Vietnam” & “Vietnam Stock Market”, Foreign Direct Investment in Vietnam – Tax, Legal & Business Updates, Key Media, Singapore, September 2007
• Panel speaker, Vietnam Finance & Capital Markets Conference 2007, Euro Events, Melia Hanoi, January 2007