Market entry and distribution
Representing Botanical Cosmetic Co., Ltd., the cosmetics arm of premier FMCG (fast-moving consumer goods) marketer and distributor Annam Group, INDOCHINA LEGAL assisted the leading French cosmetics and beauty brand Yves Rocher in Vietnam to:
- structure its franchise operation
- set up the distribution company
- advice on market entry not only into Vietnam (and expansion up to currently +60 sale outlets in the country) but also into other countries in the region such as Cambodia and Myanmar.
With our team’s in-depth understanding of Vietnamese laws and regulations on market access and trading, we have not only assisted the client to avoid legal risks in the development of the franchise, but more importantly, we have procured for them all the requisite licenses and permits for entry into, operation and growth in the Vietnamese marketplace.
In helping the client grow from an emerging to an established brand, our full range of legal support also included review of the franchise agreement; preparation of the general terms and conditions of sale; structuring of the reward point program for loyal consumers; support in developing sales models and operations aligned with the franchise requirements; and addressing legal issues relating to the leasing/development/financing of the shops, trademark registration and protection, advertising and marketing, labeling and packaging requirements, health and safety, and e-commerce.
Mergers and acquisitions
Assisting venture company Sparklabs Ventures Ignition LLC in its acquisition of shares from four shareholders (including two Sumitomo companies) of Vietnam e-commerce giant Tiki Corporation (Tiki) during Tiki’s Series B financing (following entry into Tiki as a new shareholder by the Singaporean arm of one of China’s largest online retailers JD.com during the Series A financing), INDOCHINA LEGAL provided an integrated assistance to operational, financial, legal and tax issues that accompanied such share acquisition transactions.
As a one-stop solution to mergers and acquisitions legal services, our lawyers provided legal assistance on the following aspects: designing and optimizing the appropriate transaction model, legal review of all transaction documents, representing the client in relevant negotiations with the counterparties, liaison with various regulatory and licensing authorities, advising on requisite approvals and registrations as well as in closing and post-closing procedures.
INDOCHINA LEGAL provides ongoing interdisciplinary and full-cycle legal assistance to My Viet Joint Stock Company, the owner-developer of X2 Hoi An Resort and Residences, an exclusive 7-hectare eco- resort located on prime river frontage along the Coco River in central Vietnam, to be managed by Bespoke Hospitality Management Asia (BHMA) of Flight Centre Travel Group, through its upscale brand X2.
Leveraging on our lawyers’ expertise in property development projects and addressing the challenges facing hospitality businesses in Vietnam, our team handled from the acquisition of the company to the project financing and securitization to securing the project land use rights to procuring all the relevant licenses, permits and authorizations for the project development and operation.
Our assistance for this matter included due diligence, acquisitions and dispositions, land use rights, land leases and titles, site clearance/compensation, use restrictions and entitlements, construction contracts, construction financing, leasing and sale programs, project and mixed-use project structuring, regulatory regime issues (offering documentation, fee structure and sale of residential villas to foreigners), tax structuring, technical services/management/franchise/hotel operating/brand licensing/rental pool agreements and general internal rules and regulations, permits and titles, club documentation, and loyalty and membership programs. In addition, drawing upon our firm’s resources and correspondents, we likewise counseled the clients in such interrelated areas as corporate transactions and finance, real estate, food and beverage, health and safety, intellectual property, labor and employment.