1 / 9

AUSTRALIA | CAMBODIA | INDONESIA | LAOS | MALAYSIA | MYANMAR | SINGAPORE | THAILAND | VIETNAM

AUSTRALIA | CAMBODIA | INDONESIA | LAOS | MALAYSIA | MYANMAR | SINGAPORE | THAILAND | VIETNAM. Managing Risk (Cambodia) Structuring and Disputes Matthew Rendall SokSiphana&associates (a member of ZICOlaw ) 19 February 2014.

Download Presentation

AUSTRALIA | CAMBODIA | INDONESIA | LAOS | MALAYSIA | MYANMAR | SINGAPORE | THAILAND | VIETNAM

An Image/Link below is provided (as is) to download presentation Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author. Content is provided to you AS IS for your information and personal use only. Download presentation by click this link. While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server. During download, if you can't get a presentation, the file might be deleted by the publisher.

E N D

Presentation Transcript


  1. AUSTRALIA | CAMBODIA | INDONESIA | LAOS | MALAYSIA | MYANMAR | SINGAPORE | THAILAND | VIETNAM

  2. Managing Risk (Cambodia) Structuring and Disputes Matthew RendallSokSiphana&associates(a member of ZICOlaw) 19 February 2014 AUSTRALIA | CAMBODIA | INDONESIA | MALAYSIA | MYANMAR | SINGAPORE | THAILAND | VIETNAM

  3. Acquisition structuring to lessen risk • Establishing a Co. • 100% foreign ownership is permitted • Target Co • DD very important but somewhat difficult due to current practices of government institutions • So, wherever possible establish a New Co • QIP Co. • Projects registered with CDC for investment privileges. • Incoming buyer is made liable for all past and present obligations of the outgoing owners • Transfer project rather than buy the company.

  4. ..continued • JV Partner Co. • Not required by law (except with regard to land ownership) • if land is required either • Long term lease • Land holding company (with different class shares and forward lease to separate 100% owned operating company) • Use of nominees • No advantage at law • Where local knowledge is required then hire rather than JV

  5. Dispute Resolution Three venues • Courts • Poor capacity of judges • Lack of training/understanding of complex issues • Corruption issues • Political • Financial • National Arbitration Center • Not yet established • Lack of foreign arbitrators • Arbitrators all inexperienced. • LaborArbitrationcouncil • Only labor disputes

  6. Foreign Arbitration • Permitted under Cambodian law • Signatory to the New York Convention • Recognized under Cambodian Civil Code • Preferred choice of foreign investors • Although Government tends not to allow foreign dispute resolution clauses in its contracts / licenses • Enforcement • Requires Cambodian court • Largely untested • Limited experience indicates that courts may revisit issues • not unconditionally issue enforcement orders • refuse to recognize foreign arbitration clause in contracts • Caltex case

  7. Most importantly…don‘t avoid the rules.. • Despite conventional wisdom Cambodia is a country of laws • Laws will be enforced against foreign investors • Avoid following advice of local agents/consultants who suggest to 'cut corners’ or ignore certain requirements (on the basis that local investors do so or certain laws are not implemented) • This is the PRIMARY reason for investments failing or running into problems

  8. Contact Details Matthew Rendall Partner Tel : +855 23 999 878 Email : matthew.rendall@zicolaw.com SokSiphana&associates a member of ZICOlaw No 45 Street 355z First Floor SangkatBoeungKak 1 Khan TuolKork Phnom Penh 12151 Kingdom of Cambodia.

  9. www.zicolaw.com AUSTRALIA | CAMBODIA | INDONEIA | LAOS | MALAYSIA | MYANMAR |SINGAPORE | THAILAND | VIETNAM

More Related