LLB (Hanoi), GDL (University of Law, England), MCIArb, Arbitrator at VIAC, SIAC and CIETAC, VIArb President
Tel: +84 28 3936 5018
Fax: +84 28 3936 5019
Luong Van Trung is a Founding Partner of Lexcomm Vietnam LLC, based in Ho Chi Minh City, Vietnam.
Trung has over 23 years of experience in legal practice related to foreign direct investment, securities and capital transactions, project financing, private equity, commercial and corporate matters, and 6 years of general and investment compliance. His experiences focus on the areas of capital markets and finance, corporate and M&A transaction, real estate and construction, and dispute resolution.
Trung is an arbitrator at the Vietnam International Arbitration Centre (VIAC) with a particular focus on investment, finance, real estate & construction, corporate and commercial matters. He has acted as arbitrator in over 65 cases at VIAC. He is also an Abitrator at Singapore International Arbitration Centre (SIAC) and China International Economic and Trade Arbitration Commission (CIETAC).
Trung has been nominated as Asia Leading Lawyer 2015, 2016, 2017 for Banking & Finance, Capital Markets and Dispute Resolution and Asia Market Leading Lawyer 2018, 2019 for Banking & Finance, Construction & Real Estate. He has been also recognised as Recommended Lawyer by Legal 500 Asia Pacific 2023, Distinguished Practitioner in Corporate and M&A by the Asialaw Leading Lawyers 2020 - 2023 and Notable Practitioner by the IFLR100 Asia Pacific 2019 - 2023.
Trung has written numerous articles and publications for The Saigon Times (the most prestigious business magazine in Vietnam) on various matters in relation to investments, contract, real estate, M&A, company and others.
Trung holds a Bachelor of Laws from Hanoi Law University and Graduate Diploma in Law (a law conversion course for legal background to be qualified as solicitor or barrister in England and Wales and covering roughly the same content as a law degree (LLB) from the University of Law, England.
Trung started his legal career by joining two leading local law firms before working for a multi-national FMCG company as legal manager in charge of commercial, regulatory and corporate matters. He later moved to Manulife Financial as legal counsel and compliance officer for both of life insurance and fund management businesses, where he was also responsible for legal matters and general and investment compliance of both companies, including building and implementing internal control policies.
Trung had been General Counsel and Chief Operating Officer at Saigon Asset Management (“SAM”), who manages two funds listed on Frankfurt Stock Exchange with total asset value of US$125 million investing in private equity, OTC and listed stock and real estate projects, for 4 years (2007 – 2011). He then resigned from full-time management at SAM but still acted as an external advisor of the company before he had become a member of its Board of Advisors until 8/2016.
Trung is admitted to practice in Vietnam as a qualified lawyer of the Ho Chi Minh City Bar Association and a member of the Vietnam Bar Federation. He has worked in Hanoi and Ho Chi Minh City.
He is a member of Chartered Institute of Arbitrators (MCIArb).
Trung is an arbitrator at VIAC, SIAC and CIETAC with a particular focus on investment, finance, real estate & construction, corporate and commercial matters. He is also a founder and President of Vietnam Institute for International Arbitration (VIArb), non-profit arbitration training organisation in Vietnam.
Trung is also a Mediator at Vietnam Mediation Centre (VMC), an Accredited Mediator of Centre for Effective Dispute Resolution (CEDR) and an International Accredited Professional Mediator at Japan International Mediation Centre in Kyoto (JIMC-Kyoto).
Beside legal and arbitration practice, Trung is an independent member of Board of Representatives of MB Capital Value Fund (MBVF) managed by MB Capital.
Trung has advised on a broad variety of major transactions, including:
Arbitration and Dispute Resolution
Having acted as arbitrator in more than 65 disputes at VIAC, in which he acted as presiding arbitrators in 34 cases. The disputes are related to M&A construction, engineering, sales of goods, services, logistics and lease;
Acting as lead counsel for claimant in a dispute related to put option in M&A at VIAC with the value of nearly US$800 million;
Acting as lead counsel for respondents in a dispute related to M&A and company management at SIAC with the value of over US$38 million;
Acting as counsel for respondents in a dispute related to M&A in solar energy project at SIAC;
Acting as lead counsel for respondent being the coal-fired power plant owner in 2 disputes related to coal quality and security guarantee at VIAC with the total value of at over US$20 million;
Acting as lead counsel for respondent in 3 cases related to contracts for off-shore oil & gas works at VIAC with the total value of over US$4 million;
Acting as lead counsel for respondent in a dispute related to real estate project transfer at VIAC with the value of over US$2.5 million;
Acting as lead counsel for respondent in a dispute related to joint venture at VIAC with the value of over US$38 million;
Acting as legal advisor and defending lawyer in a legal action in relation to payment guarantee obligation for a local leading real estate developer in Ho Chi Minh City with the value in dispute of US$14 Million;
Advising and assisting a listed company in confectionary in Bien Hoa in dispute with insurer in a claim of insurance compensation for factory fire with the claim value of over US$8 Million;
Advising and assisting a construction company, that is sub-contractor, in Can Tho City in a dispute between its contractor association and the owner of a project financed by German Government with the value in dispute of EUR208,989.64.
Finance and Capital Markets
Participating in drafting placement memorandum (prospectus) for two investment funds to raise successfully US$125 million and subsequently listed on Frankfurt Stock Exchange;
Working with a leading law firm in the USA and one in Cayman Islands for 4 years on the laws of USA, Germany and Cayman Islands related to forming and operation of 2 funds, their investment manager and 11 SPVs;
Taking part in drafting placement memorandum (prospectus) for other 5 funds: Media Fund, Smart Money Fund, Distress Asset Fund, Infrastructure Fund and Energy Fund;
Acting as member of Investment Committee of 2 funds investing in equity and real estate with US$125 Million;
Responsible for all legal and corporate matters of Cayman Islands investment management company managing two investment funds with 12 subsidiaries established in both Cayman Islands and Vietnam for 4 years;
Responsible for all legal matters and investment compliance relating to investment management of US$125 million investing in private equity, merger & acquisition, equity and real estate projects for 4 years;
Advising and assisting a MB Capital on forming MB Capital Bond Fund (“MBBF”) (a mutual fund of fixed income investment);
Advising and assisting a MB Capital on forming MB Capital Value Fund (“MBVF”) (a mutual fund of equity investment);
Reviewing custodial services agreement and supervisory services agreement with various top foreign banks operating in Vietnam, such as HSBC, Citibank, Deutsche Bank, etc;
Advising the borrower on the project financing of the US$180 million for a hydro power project;
Advising a Denmark-based fund advance a loan to a local company to help the borrower with cash flow for asset acquisition and consolidation before the lender purchases shares at the borrower.
Corporate and M&A
Acting as lead counsel for Maj Invest, Mekong Capital and two other shareholders in the acquisition of majority stake in Vietnam Australia International School (VAS) by TPG, a private equity firm with more than $74 billion of assets under management (https://www.dealstreetasia.com/stories/tpg-to-take-majority-stake-in-vietnam-australia-school-mekong-capital-maj-exit-68835/);
Advising a local company on two private placements: (i) to local shareholders to consolidate assets (issuing shares to acquire assets) and shares of other company (share swap); and (ii) to a foreign investor after the completion of the first private placement. Total transaction value is around US$6 million;
Advising a foreign fund on acquiring 28% of equity from a founding member in a local game company and then subscribing total new shares issued by the company to hold 58% of total shares. Total transaction value is around US$2 million;
Assisting a Denmark-based fund in selling nearly 30% shares at a local company, including drafting the SPA, reviewing escrow agreement, preparing internal approvals and monitoring the conditions for completion. Total transaction value is around US$8 million;
Assisting an international school in private placement to a foreign investor, including advising legal and conducting all necessary procedures and papers for successful registration and capital contribution account opening;
Advising Vinaconex – Viettel Finance Company in a merger with a SHB Bank, including advising the divestment by Viettel in the company, merger plan to be submitted to State Bank of Vietnam and necessary contracts and corporate papers to complete the transaction;
Advising MB Bank in a merger with a Song Da Finance Company, including due diligence and necessary contracts and corporate papers to complete the transaction;
Advising an unprecedented transaction of US$12.5 million of Duc Long Gia Lai Group (“DLG”) in which DLG issued new shares to Global Emerging Markets (“GEM”) via private placement but for exchanging shares held by GEM in an offshore company instead of money. The transaction required the approval by State Securities Commission for the private placement via share exchange and by Ministry of Planning & Investment for an overseas direct investment regarding the holding shares in an offshore company.
Energy & Infrastructure
Having advised Southern Hydropower Joint Stock Company (“SHP”) for over 6 years on its projects and day-to-day business;
Assisting a SHP in successfully persuading EVN and Ministry of Finance to agree on the electricity price applied to private sector when the company has over 51% of capital from a fully State-owned company and a company with more than 51% shares held by the State;
Advising and preparing the term sheet and draft of the Joint Venture (Shareholder) Agreement for a corporation in Vietnam who was selected to be the first investor in a project of investment and operation of an express way with total estimated investment of US$780 Million. This is the first project implemented in the form of Public Private Partnership (“PPP”) in accordance with Decision No. 71/2010/QD-TTg dated 9 November 2009 by the Prime Minister of Vietnams.
Advising Samsung in technology transfer and applying for new business activities related to export, medical devices distribution;
Advising and assisting New Hope in restructuring its ownership and capital in its 3 subsidiaries in Hanoi, Ho Chi Minh City and Dong Thap and registration of such changes;
Advising and assisting Uber in several matters related to business and investment registration in Vietnam;
Advising Nissan in applying for new business activities related to manufacturing and distribution and setting up new branch in Ho Chi Minh City with total investment capital of US$53 Million;
Assisting over 30 foreign investors in establishing their subsidiary in Vietnam to do business in distribution, education & training, software and production and advise on legal matters related to their post-licensing operation.
Real Estate & Construction
Advising an international school on a lease of campus with a term of 20 years with several matters related to construction of the premises;
Advising NBB in structuring, negotiation and contracts (e.g. bond subscription, mortgage, guaranty, share subscription, escrow account agreement, etc.) for an investment by Creed into City Gate residential project in form of bond with the value of around US$30 million. In addition, the structure and contracts for this transaction will apply for the cooperation between two companies in other projects;
Advising structure of combining 2 new township projects with total area of 1,543 ha in Dong Nai and of joint venture between 2 project owner and a Japanese developer;
Participating in negotiation process and preparing contracts and necessary documents for investment cooperation to implement a project of construction of a complex apartment and trading centre with total area of 5,400m2 in Ward 11, Tan Binh District, Ho Chi Minh City between a local company and a foreign real estate investment fund with the transaction value of over US$18 Million;
Participating in negotiation process and preparing contracts and necessary documents for investment cooperation to implement a project of construction of a complex apartment and trading centre with total area of 14,000m2 in An PhuWard, District 2, Ho Chi Minh City between two local companies and a foreign real estate investment fund with the transaction value of over US$12 Million;
Participating in negotiation process and preparing contracts and necessary documents for investment cooperation of a real estate investment fund to invest into Mo Plaza project in Hanoi with the core investor being Vinaconex with the transaction value of over US$40 Million.