Bach Duong Pham is special counsel in Duane Morris' Hanoi office. Mr. Pham has more than ten years' experience in advising clients in relation to banking and finance transactions as well as corporate matters in Vietnam. He has a strong track record in loans and trade finance involving international companies operating in Vietnam, as well as Vietnamese state-owned enterprises and private borrowers. Mr. Pham has in-depth experience of Vietnamese securities issuances, custody services and derivative products, as well as the corporate aspects of transactions involving credit institutions. He also worked on many large and first-of-its-kind M&A transactions in Vietnam.
Mr. Pham is a Recommended Lawyer in Projects and Energy by The Legal 500 Asia-Pacific 2020 edition.
Prior to joining Duane Morris in 2015, Mr. Pham was from 2010 a senior associate at a large international law firm with two branches in Vietnam. Bach Duong was also Head of Legal and Compliance for Standard Chartered Bank in Vietnam and the Mekong Region for almost six years, from 2005 to 2010.
Mr. Pham is a graduate of the Sorbonne University in Paris and the Moscow State Institute of International Relations (MGIMO). He is admitted to the Paris Bar (Avocat à la Cour d’Appel de Paris). He speaks native Vietnamese and is fully fluent in English, French and Russian.
Areas of Practice
- Banking and Finance
- Corporate and M&A
- Advising the syndicate of lenders, led by HSBC and Mizuho Bank, and export credit agencies (including KEXIM) on the USD 795 million financing of the Petro Vietnam Thai Binh 2 USD 1.65 billion power plant.
- Advising Cathay United Bank as the agent for a syndicate of international lenders in relation to a USD 280 million facility arranged for PetroVietnam Gas Corporation - Joint Stock Company (PV Gas).
- Advising FMO, the Dutch development agency, in relation to a EUR 35 million facility to Damen Song Cam Shipyards, a joint venture between Damen, a Dutch ship builder, and a State-owned company to construct shipbuilding facilities in Hai Phong.
- Advising on legal and regulatory aspects of trust lending arrangements and drafting the trust loan documentation for a large Japanese bank.
- Advising a leading international currency remittance services provider in relation to its cross-border remittance services to Vietnamese based clients offered via a network of local bank and non-bank agents.
- Advising a Big Four accounting and consultancy firm acting on behalf of a large private bank in relation to Vietnamese law restrictions applicable to cross-border communication on and marketing of a broad range of private banking and wealth management products (including deposits, custody services, securities services, investment advisory, tax advisory, etc.) to clients or potential clients based in Vietnam.
- Advising a foreign bank on offshore structures for financing a Vietnamese finance company.
- Advising a foreign investment fund on a potential investment in distressed assets of Vietnamese commercial banks (NPLs).
- Advising a European Development Agency relating to a cross-border trust loan structure and documentation for a multi-end borrower facility. The structuring of the transaction is quite challenging due to an incomplete regulatory framework for cross-border trust loans with insufficient protections for off-shore lenders and to a non-standard foreign exchange risk protection mechanism.
- Advising SMBC on a EUR 120 million loan to Vietinbank.
- Advising a European Development Agency in relation with a non-sovereign credit facility secured by receivables to be granted to a large Vietnamese state-owned natural resources company.
- Assisting Crédit Agricole CIB in negotiating and drafting bespoke documentation for each of the transfers of facilities, agency roles and security packages from the bank's Vietnam branches to its Paris head-office.
- Advising a member and agent of a syndicate of lenders on the restructuring of port facilities with a comprehensive security package.
- Advising Crédit Agricole CIB on regulatory issues relating to the termination or transfer outside Vietnam of IRS hedging arrangements.
- Advising a leading European bank on its potential involvement in a commercial dispute between a large European construction company and a Vietnamese company due to its role as bank guarantees issuer.
- Advising a leading European bank in relation to a claim against a State-owned satellite and cable television services provider to refund the amounts paid by the bank under a performance guarantee issued by the bank and called on by the beneficiary.
- Advising IFC in connection with a number of short-term credit facilities entered into with Vietnamese credit institutions (OCB and Techcombank).
- Acting as legal advisor to the consumer credit subsidiary of a major European bank, including assistance in the establishment of the activities of the credit institution in Vietnam and advice on complex regulatory issues around the manner of implementation and geographical scope of operations in Vietnam.
- Advising an international commercial bank on highly structured trust loan arrangements involving alternate Vietnamese borrowers.
- Advising a French Bank in relation to the validity and enforceability of an ISDA Master Agreement and its schedules with a Vietnamese State-owned bank.
- Advising a leading European investment bank on the Vietnamese regulatory issues relating to the development of its online derivatives business with Vietnamese counterparties.
- Advising a large international bank in relation to the prospective launch of funded and unfunded risk participation products.
- Advising FMO, the Dutch development agency, in connection with a loan to a Vietnamese manufacturing company.
- Advising a large international bank on the project to launch mortgage products to retail clients.
- Advising a large international bank on the transfer to other lenders of participations in offshore loans to Vietnamese entities as part of an establishment of a secondary trading loan desk.
- Advising Standard Chartered Bank Vietnam in relation to a syndicated loan to Vietnam Singapore Industrial Park (VSIP).
- Advising Standard Chartered Bank Vietnam in relation to a large cross-border rice exports financing to VINAFOOD II, a State-owned agricultural products and food trading company.
- Advising Standard Chartered Bank Vietnam in relation to a loan to Gamuda Land Project in Hanoi.
- Advising Standard Chartered Bank Vietnam in relation to ISDA derivatives agreements with Vietnamese commercial banks.
- Advising Standard Chartered Bank Vietnam entities on numerous loans and trade finance transactions for local private and State-owned corporates.
- Advising Standard Chartered Bank Vietnam in relation to a dispute with a leading State-owned commercial bank in connection with its investments in an off-shore fund.
- Advising Standard Chartered Bank Vietnam in relation to a dispute with a leading State-owned commercial bank in connection with that bank's foreign exchange trading business.
- Advising IFC on a USD 182 million equity investment in, and USD 125 million subordinated loan (which qualifies as Tier 2 capital) to, Vietinbank, the largest Vietnamese state-owned bank by assets.
- Advising Société Générale on the sale of its consumer's credit finance subsidiary in Vietnam to a local commercial bank, the first ever sale of a credit institution as a separate entity under Vietnamese regulations (and the template for future transactions in this field).
- Advising a large Russian mining and natural resources conglomerate in relation to a rare earth minerals processing project in Vietnam involving the acquisition of a substantial portion of a local company's capital contribution.
- Advising a Vietnamese subsidiary of a London listed company in relation to a large real-estate project in Southern Vietnam involving at the initial stage: (i) construction of a complex of hotels, villas, residential housing and commercial real estate for lease/sale to domestic and international clients, (ii) upgrading of a domestic airport to international status, (iii) establishment of an international sea port, (iv) establishment of a new railway station within the project area, and (v) establishment of an advanced internet services provider dedicated to servicing the project area.
- Advising a leading investment management and real estate development firm in Vietnam on the acquisition of a Vietnamese incorporated telecoms real estate asset company financed by a USD 12 million loan extended by an international bank and secured by various assets including the company's bank accounts and backed by a Sponsor guarantee.
- Advising Crédit Agricole CIB in connection with the reorganisation of its operations in Vietnam.
- Advising a leading European investment group in relation to the proposed equity acquisition in a Vietnamese limited liability food processing company.
- Advising IFC on a USD 5 million investment in Thien Viet Securities JSC, a Vietnamese securities company by way of a convertible loan.
- Advising a leading European bank in the attempted purchase of a strategic shareholding (up to 15%) in a leading Vietnamese State-owned commercial banks. An in-depth due diligence on the seller was complicated by the existence of its extensive branch network and broad scope of its business lines.
- Advising a large Russian group in relation to the potential acquisition of a hot rolled steel mill belonging to the State-owned Vietnam Shipbuilding Group (Vinashin) located in Northern Vietnam.
- Advising Standard Chartered Bank Group in relation to the establishment of a second branch in Vietnam in Ho Chi Minh City.
- Advising on the acquisition by Standard Chartered Bank Group of a strategic stake in Asia Commercial Bank in 2005-2006, then the largest local private bank.
- Advising Standard Chartered Bank Group in relation to the establishment of a wholly owned banking subsidiary in Vietnam and the subsequent business transfer from the existing two branches to the newly created entity.
- Assisting Standard Chartered Bank Vietnam branches in relation to American Express Bank integration in Vietnam, Laos and Cambodia, following its acquisition by Standard Chartered Bank Group.
Banking and Finance
Corporate, M&A and Projects
- Paris, France
- International Finance Corporation (IFC) Panel Law Firm Training (2011)
- Sorbonne University, France: Research on the Banking Law Reform in Vietnam and Other Transition Economies (1996-2002)
- Paris Bar Law School, Lawyer certificate, 1997
- Université de Paris-Sorbonne, DEA, French post-graduate degree in Business Law , 1996
- Université de Paris-Sorbonne, M.A., Business Law, 1995
- Université de Paris-Sorbonne, Licence in Business Law, 1994
- Moscow Institute of International Relations of the Ministry of Foreign Affairs of the Russian Federation, M.A., Diplomacy and International Relations , 1993
- Duane Morris LLP
- Special Counsel, 2015-present
- Gide Loyrette Nouel A.A.R.P.I.
- Senior Associate, 2010-2015
- Standard Chartered Bank Vietnam
- Head of Legal and Compliance, 2005-2010
- United Nations Development Program (UNDP)
- Project Specialist in Legislative Affairs - UNDP Project VIE/02/007 "Strengthening the Capacity of People's Elected Bodies in Vietnam"
- Member of the Banking Lawyers Club of the Vietnam Bankers Association
- MGIMO International Alumni and MGIMO Vietnamese Alumni Associations
- Lecturer at Centre Franco-Vietnamien de Gestion (CFVG), an European business school in Vietnam
Honors and Awards
Recommended Lawyer (Projects and Energy, Vietnam), The Legal 500 Asia-Pacific 2020
Recognized Practitioner (Banking & Finance, Vietnam), The Legal 500 Asia Pacific 2018
Quoted, "Vietnamese NPLs: New Right to Seize Secured Assets is Major Improvement," IFLR Vietnam, April 4, 2018
- Co-author of "Overseas Securities Investment Now Permitted for Vietnamese Residents," Bloomberg BNA World Securities Law Report, March 2016
- Co-author of "Vietnam Seeks to Attract More Foreign Investment With Two New Laws," Financier Worldwide, December 2015
- Co-author, Vietnam Chapter, The International Banking Regulation Review, 2011, 2012, 2013, 2014 and 2015
- Co-author, Vietnam Chapter, PLC Finance Handbook, 2011, 2012 and 2013
- Co-author, Vietnam Country Profile on the SNL Financials webpage
- Co-author, "Doing Business in Vietnam Guide," Gide Loyrette Nouel, 2011, 2012, 2013 and 2014
Selected Speaking Engagements
Managing Risks to Your Investments in Vietnam: M&A Deal Structuring, Singapore, 26 September 2018
- "Doing Business in Vietnam: Towards Greater Liberalisation of the Real Estate Sector: No Need to Be Vietnamese or Resident," Duane Morris, Speaker, Singapore, October 2015