A whole gamut of transactional assistance in the real estate, engineering and construction industries

Engineering, Construction and Real Estate

INDOCHINA LEGAL provides a whole gamut of transactional assistance in the real estate, engineering and construction industries from project structuring, advice to contract drafting, negotiations, notarization and registration involving land use rights, residential and commercial properties, civil and engineering works, and other assets.

How we can help

We represent investors, owners, developers, property managers, users, banks and institutional lenders on a wide range of matters such as:

  • Legal issues during the project development phase, drafting of contracts for design and engineering services, project management and construction as well as procurement, tender conditions, bidding procedures and packages.
  • Professional terms of appointment of architects, engineers and other consultants.
  • Preparation of claims.
  • Financing and securitization.
  • Asset acquisition, operation and disposition.
  • Land use, environmental and regulatory matters.
  • Transactional tax planning and structuring.
Significant transactions
  • Performance of a legal review on the tender documents for the construction of the Saigon II Bridge in Ho Chi Minh City, including the review and re-drafting of the EPC/Turnkey Contract for the project.
  • Rendered a detailed legal opinion on the various types of FIDIC Turnkey contracts (various editions) in order to assist the client’s project management team in the selection of the most appropriate contract for inclusion in the tender documents for the purpose of the construction of a container terminal and port facilities project; and subsequently attending the opening of the international tender packages for the selection of the EPC/Turnkey contractor for the project, to ensure procedural compliance and transparency during the selection process.
  • Acted as counsel for an international Japanese contractor in rendering an independent legal opinion dealing with contract claims against project owners in Vietnam and Thailand, including the FIDIC turnkey construction contracts used in the project.
  • Conduct of an independent assessment report on behalf of a UAE-based investment fund for an acquisition project relating to a large real estate development project in Ho Chi Minh City.
  • Acting either for Vietnamese property owners or managers/operators (including, representation of Spanish, French, Russian and Thai hospitality groups) to ensure regulatory compliance in their provision of technical consultancy, hotel/resort management, and brand licensing services in Vietnam.
  • General assistance to several UK and French contractors (among others) on foreign contactor, sub- contractorship, bidding procedural, and liability issues in relation to a variety of construction projects in Vietnam.
  • Due diligence for a leading French concessions and construction company on mandatory statutory and regulatory provisions applicable to a sanitation project in Ho Chi Minh City.
  • Representing a Singaporean company in all stages of development, from establishment to licensing to ongoing business operation to corporate restructuring, of its joint venture entity in Vietnam, the developer, manger and operator of a renowned hotel in Central Vietnam, and the ultimate sale of the company to Japanese investors.
  • Representing a (French) individual and (French and Luxembourg) corporate shareholders in their sale and transfer of all their shares in a Luxembourg holding company, and as a consequence, all their interests in and to a multi-purpose property development project in the city centre of Hanoi through the sale of 75% of the charter capital of the property owner (a joint venture of the holding company with a State-owned enterprise) and 100% of the charter capital of the property operator and manager (a Vietnamese affiliate of the holding company).
  • Representing a Cayman Islands company in its sale and transfer of all its shares in a HK holding company that owns the Vietnamese operator of a luxury boat cruise line in Ha Long Bay
  • General assistance, in collaboration with a leading French firm, to a Singapore holding company in its acquisition of a 100% Vietnamese-owned shareholding company that operates an all-inclusive 50- hectare eco-tourism resort park, comprising a hotel and residential villas, in Ninh Van Bay, Nha Trang
  • Representing a Russian-backed Canadian company in its development of a 100-hectare resort complex encompassing a hotel and several residential villas in Khanh Hoa Province.
  • Representing a leading international investment fund in the acquisition of a majority interest (through acquisition of both share and loan capital) of a holding company that owns a renowned landmark hotel in Hanoi, for an estimated amount of USD 40 million.
  • Acting for two separate offshore holding companies in their purchase, from an offshore investment fund, of shares in a Cayman Islands company owning various interests in the property, tourism and distribution sectors in Vietnam.
  • Acting for a Dutch investor in the sale of its 100% shareholding in a Vietnamese entity operating a luxury eco-tourism resort in Phu Yen Province to a French real estate group’s Singapore holding company.
  • Comprehensive legal due diligence and closing formalities assistance to a leading Vietnamese tourism and travel company, in its offshore acquisition of the Madagascar holding company that owns the Victoria hotel chain in Vietnam comprising five hotels and one property management company.
  • Overall assistance to a Dutch company in its process of divesting its interest in and to the Life Resort property development projects in Vietnam.
  • Representing a leading international investment fund in the acquisition of a prime piece of land in Hanoi for the construction and development thereon of a hotel.
  • Representing a French developer, acting through a special purpose vehicle, in the development of a luxury aparthotel (offering a combination of serviced apartments and boutique suites) situated along a river walk in Ho Chi Minh City.
  • Representing a Belgian seller in the sale and transfer of the entirety of his interest in the charter capital of a Vietnamese manufacturing company to a Californian company, and as a consequence, the transfer of the target company’s 2,700-square meter factory located at a Vietnamese industrial park and 3,860-square meter land lease with the Vietnamese industrial park, the rental of which has been paid in advance until the lease expiry date.
  • Representing a Dutch investor in the sale of its 64.4% shareholding in a joint venture real estate company to its Vietnamese partner.
  • Acting for a Vietnamese-owned company in its acquisition of a Vietnamese shareholding company that owns the land use rights to a 7-hectare land intended for prospective development and operation of a residential villa complex in Hoi An.
  • Full legal assistance in a number of property development projects, whether for residential, commercial or mixed-use purpose.

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