Corporate & Commercial/M&A

We provide legal counsel to domestic and foreign business leaders and investors on establishing operations in Thailand, with an organisational structure that suits their specific needs.

We advise on acquisitions, expansions and sales, in addition of course to the management of everyday corporate affairs, directors’ duties/responsibilities/liabilities, shareholders’ rights, governance and regulatory matters, legal due diligence processes, negotiating, preparing and reviewing corporate and commercial contracts (including franchise, distribution and agency appointment agreements), and on restructuring, joint ventures, spin-offs and carve-out transactions.

Our team is regularly tasked with advising on cross-border commercial projects and the legal management of international business deals and infrastructure projects, and on promotions offered by Thailand’s Board of Investment (BOI).

We work across all industries and sectors and enjoy long-term relationships with our client base, which includes multinationals, SMEs and startups.

We offer a multi-disciplinary approach to the provision of our corporate legal services, which allows us to draw upon the collective expertise of all our lawyers. On certain matters we will refer to commercial litigators and arbitrators from our Litigation, Dispute Resolution & Arbitration department; on others, specialists from our Banking & Finance team, our Employment Management practice group, or our PDPA experts. This allows us to provide personalised guidance that is fully in step with each client’s commercial strategy and legal needs.

Foreign Direct Investment (FDI)

Cross-border transactions are becoming less straightforward as a result of recent economic and political events. Notwithstanding Covid-19, new security concerns about critical infrastructure are spreading from military/defence to tech, telecoms, energy and even food.

Foreign investment screening regimes have expanded significantly in key jurisdictions such as the US, the EU, and across Asia as authorities seek additional powers to better monitor and control international dealmaking.

In the face of this increased protectionism and uncertainty, gaining (and expanding) market access now requires extra diligence and an appreciation of the changeable nature of current legislation.

We are uniquely positioned to bridge the legal gaps for foreign parties (of all types and sizes) interested in investing in Thailand and to advise on expansion strategies in the country.

We advise on all parts of the investment process (from real estate and construction, to labour and employment, to manufacturing and sales) and on projects in all major business sectors. We advise on all permitted business activities made available to foreign companies as well as the various restrictions imposed upon them.

We carry out in-depth due diligence inspections of potential business partners, and are highly adept at identifying risks associated with FDI-related deals and projects.

We routinely advise on, inter alia, corporate vehicles, government relations, tax incentives and investment safeguarding/protection, as well as on M&A and Thai labour law-related matters.

We advise on BOI privileges and Industrial Estate Authority of Thailand (IEAT) services and permissions. We assist clients during the entire investment approval process and specialise in obtaining business license approvals and achieving clearances for investors new to the market.

Real Estate

Thailand has been an attractive destination for the purchase and utilisation of real estate assets for several years. However, constraints and controls exist which are not especially easy to navigate.

Acquiring property in Thailand (either for residential use or as an investment) requires access not just to sound legal advice but also to resources with an appreciation of actual market conditions and a pragmatic outlook.

Our real estate lawyers are recognised for their efficiency in property acquisitions and disposals and for their expertise in real estate finance and taxation, particularly international tax law and restrictions pertaining to foreign nationals.

We assist clients with land, retail, hotel/leisure and mixed-use property developments, as well as with BOI incentives and environmental impact assessments (EIAs) in town and country planning.

We undertake in-depth legal due diligence investigations of land titles and sellers as a matter of routine, carry out land surveys and property inspections, and negotiate land assembly and strategic land promotion.

We advise on corporate real estate law and commercial real estate transactions, and provide comprehensive litigation and dispute resolution services in, for example, breach of contract civil lawsuits and condominium ownership disputes.

We assist clients with conveyancing and registrations, and family law-related real estate matters such as divorce and inheritance, as well as with usufruct and habitation rights issues.

We prepare, review and negotiate all types of real estate contract including contractor, purchase/sale, servitude, and short-term rental and long-term lease agreements. Given the sums ordinarily involved, we also provide international payment support and work to ensure swift payment/title transfers and settlement of our clients’ affairs.

We work diligently to protect our clients’ real estate assets and advise on their profitable use, such as finding new opportunities to add value and subletting space that clients no longer require. Our client base includes developers, lenders, investors and funds, private individuals, as well as asset and property portfolio managers.

Litigation, Dispute Resolution & Arbitration

Our approach is to cultivate a legal relationship that is based on trust, which is the reason so many of our clients return to us for advice in other areas of their life and business. We take proactive steps to settle business-related and family disputes calmly and efficiently, and aim to avoid escalations.

Litigation is unavoidable in some cases, and as a matter of routine we represent clients in the civil and criminal courts and the administrative and special courts (e.g. Central Bankruptcy Court, Labour Court, Juvenile & Family Court, Tax & Duty Court), as well as in different arbitration venues across Thailand.

Whether bringing or defending a claim, we prepare cases that maximise the chances of a favourable outcome. Our overarching aim is always to minimise disruption to our clients’ business and life as much as possible whilst at the same time keeping costs low.

We are clear that in some cases the actual benefits of a successful outcome may be outweighed by the likely litigation costs involved, and always advise our clients accordingly. We always keep in mind our clients’ business objectives and commercial strategy as well as their budget.

Our specialisms include commercial litigation, labour and employment and bankruptcy and insolvency matters, as well as alternative dispute resolution.

We assist clients with preparing inter alia affidavits, complaints, defences, discovery and interrogatories, and provide support at every level from small claims to international arbitration cases spanning different jurisdictions.

Employment Management

Our specialists are routinely tasked with managing complex labour and employment matters involving the Thai jurisdiction, including buying/selling across borders and restructuring whole business operations.

We advise on the legal aspects of all people-related parts of our clients’ business during its lifetime, and provide support on all kinds of business transformation including transfers, takeovers and corporate restructurings.

We assist clients with how to be proactive in managing changes in the workforce (and workplace issues) as well as appropriate human resources practice to ensure that all regulatory compliance requirements are met.

Our aim is to help our clients better manage cost and risk and improve decision-making in respect of Thai labour law and regulations. Some sections of Thailand’s Labour Protection Act are complex and can be difficult to observe in practice. We are always on hand to identify clients’ specific responsibilities in respect of the law and mitigate risk when enacting any workplace measures.

Our work includes but is not limited to drafting employment and outsourcing/service contracts and benefit/compensation plans, as well as work rules and regulations, resolving labour disputes, preparing severance arrangements, and advising on confidentiality.

Banking & Finance

Like everywhere else banking and finance laws and regulations in Thailand became increasingly complex after 2008 – and have become even more so since Covid.

Providing reliable advice in this area not only requires extensive legal training, but also commercial awareness and good business sense. Our legal specialists offer a full suite of banking and finance services and provide innovative legal solutions on both Thai and cross-jurisdictional matters.

We regularly advise lenders and borrowers on financing for commercial projects (locally and as part of cross-border transactions) and offer high-level insight into local business practice in the heavily regulated Thai financial services industry.

We advise on corporate and private banking, debt-based acquisitions, derivatives and securities, recapitalisation and restructuring, insolvency and bankruptcy buyouts, real estate finance, project finance, and all associated regulatory matters.

We represent agents, funders, lenders and borrowers and our clients include banks and other financial institutions, large corporates, start-ups and SMEs.

We are experts in the legal management of financial liabilities and work diligently to ensure that the legal and business interests of our clients are protected.

Where beneficial we will involve specialists in our other practice groups to ensure compliance with relevant Thai financial legislation.

Data Privacy & Personal Data Protection

Advances in technology allow personal data to be used in large-scale and highly complex ways and regulatory bodies are responding with ever greater controls.

Personal data protection law is still relatively new in Thailand, which is why you need experts who are abreast of the latest legal and policy updates. We advise companies, individuals and public bodies which obtain, share and store others’ information on how to comply with Thailand’s Personal Data Protection Act 2019.

The risk of a data breach is of concern to both individuals and organisations, as the consequences—financial and/or reputational—can be profound. We offer targeted advice from the moment a breach is identified and are adept at incident management, response and resilience.

We advise on our clients’ immediate obligations, including assessing and dealing with the potential consequences, all the way through to any legal proceedings or regulatory outcomes that follow.

We support clients through any enforcement procedures and have specialist PDPA litigators for defence in the Thai civil and criminal courts. We prepare clients for potential litigation and assist with mitigating any damages to potential claimants.

We advise companies of all sizes on data sharing and data processing, subject access requests, workforce monitoring, information and cyber security, and matters involving cross-border data flows.

We offer in-depth data audits/health checks and risk/impact assessments, and assist with the preparation of compliance documents, privacy notices, website policies and cookies notices, and the revision of employment contracts as required.

We also offer bespoke data protection and privacy law training as well as seminars about how to create a positive data compliance culture in your organisation.