Bach Duong Pham

Special Counsel

  • Bach Duong Pham
  • Phone: +84 28 3824 0235
    Fax: +84 24 3946 1311

    Import to Address Book

  • Duane Morris Vietnam LLC
    Pacific Place, Unit V1307/1308, 13th Floor
    83B Ly Thuong Kiet Street
    Hoan Kiem District, Hanoi
    Vietnam

Bach Duong Pham is special counsel at Duane Morris' Hanoi office. Bach Duong has been advising international and Vietnamese clients for over seventeen years, focusing on energy and infrastructure projects and high-value banking and finance transactions, as well as corporate matters in Vietnam and Southeast Asia. He has a strong track record in syndicated lending and trade finance involving international banks and companies operating in Vietnam as well as Vietnamese state-owned enterprises and private borrowers. Bach Duong has in-depth experience of Vietnamese securities issuances, custody services and derivative products, as well as the corporate aspects of transactions involving credit institutions. Bach Duong also worked on many large and first of their kind M&A transactions in Vietnam.

Bach Duong is a recommended lawyer in Projects / Energy and Corporate / M&A categories by Legal 500 Asia-Pacific 2021 and 2020 editions and a Recognised Practitioner in Banking & Finance by Chambers & Partners Asia-Pacific 2018 edition.

Prior to joining Duane Morris in 2015, Bach Duong was from 2010 a senior associate with a large international law firm with two offices 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.

Bach Duong 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
  • Projects
  • Corporate and M&A

Representative Matters

    Projects, Banking and Finance

  • Advised Techcombank, a leading Vietnamese listed commercial bank, in relation to the largest ever in the market USD 500 million syndicated loan arranged by United Overseas Bank of Singapore.

  • Advised a large listed European company on all legal and regulatory aspects of the development of its first renewable energy project in central Vietnam.

  • Represented a large Vietnamese State-owned group and one of its subsidiaries in connection to the restructuring of foreign loans under English law governed project finance documentation for two major maritime infrastructure projects in Northern and Southern Vietnam.

  • Advised Sembcorp Utilities Pte. Ltd., a large listed energy company based in Singapore, in relation to the financing package provided by multilateral development agencies (IFC, MIGA, ADB) for the construction of the Myingyan gas-fired power plant project in Myanmar.

  • Advised 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.

  • Advised 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).

  • Advised a Northern European renewable power company on structuring of power sale and purchase contractual arrangements for its solar power project in Vietnam to take into account foreign exchange rates fluctuations, proposed direct power purchase agreements, bank guarantees and shareholder loans.

  • Represented a large private Russian bank in relation to its proposed acquisition of a minority stake in a commercial bank operating in Vietnam.

  • Advised an US-based international financial services provider in relation to its plans to incorporate a subsidiary in Vietnam to provide electronic commerce related services and card payments related services.

  • Advised an US-based international financial services provider in relation to its plans to set up an independent ATM services business in Vietnam.

  • Advised a top Singapore bank in in relation to its proposed full acquisition of a Vietnamese commercial bank under State Bank of Vietnam’s special control.

  • Advised a leading Vietnamese private commercial bank head-quartered in Hanoi, in relation to its proposed USD200 million Tier 2 high-yield Regulation S international bond issuance with subsequent listing on Singapore stock exchange (SGX-ST).

  • Advised a large international investment group based in Singapore in relation to its proposed full acquisition of a Vietnamese commercial bank under State Bank of Vietnam’s special control.

  • Advised a large international investment group based in Singapore in relation to its plan to acquire a majority stake in a Vietnamese private commercial bank.

  • Advised a leading Vietnamese joint-stock commercial bank in relation to the first ever international issuance of Tier 2 high-yield bonds listed on the SGX-ST including a Regulation S international offering.

  • Represented a Singapore incorporated investor in relation to financing aspects of the acquisition of two solar energy projects in Vietnam from local investors.

  • Advised a large private commercial bank in Vietnam in connection with a USD 150 million cross-border syndicated loan agreement with a Singaporean branch of an Indian bank.

  • Represented Vietjet Aviation Joint Stock Company in its proposed issuance of high-yield securities listed on the SGX including a Regulation S international offering.

  • Advised a global investment management firm with over USD 900 billion in assets under management on a highly structured private placement in Vietnam Prosperity Bank (VPBank) shares.

  • Advised a global investment management firm with over US$900 billion in assets under management on the mechanism and regulations pertaining to off-exchange transactions of listed companies in Vietnam.

  • Advised a global investment management firm with over USD 900 billion in assets under management on a highly structured private placement in Vincom Retail shares.

  • Advised a leading consumer finance company in Vietnam in relation to a USD20 million bilateral loan extended by a major Middle-Eastern commercial bank.

  • Represented 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.

  • Advised 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.

  • Represented 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.

  • Advised a leading European bank in an attempted purchase of a strategic shareholding (up to 15%) in a major Vietnamese State-owned commercial bank. 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.

  • Advised 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.

  • Represented Société Générale in the sale of its consumer 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).
  • Advised Crédit Agricole CIB in connection with the reorganisation of its operations in Vietnam.

  • Advised IFC on a USD 5 million investment in Thien Viet Securities JSC, a Vietnamese securities company by way of a convertible loan.

  • Advised a leading international co-working space and services provider in relation to short-term loans to its subsidiary in Vietnam.

  • Advised a leading international money transfer company in relation to Vietnamese regulations on pre-funding of payments to money transfer beneficiaries.

  • Represented a Singapore manufacturing company in relation to structuring of financing transactions and collateral arrangements to a Vietnamese manufacturing company.

  • Advised a large UK-based infrastructure investment group in relation to its proposed plans to participate in Vietnamese Public Private Partnership infrastructure projects.

  • Represented one of the largest Vietnamese partially State-owned listed commercial banks in negotiations on ISDA documentation to be entered into with a leading US investment banking group.

  • Advised a large private bank in Singapore in relation to its plan to provide investment services to clients targeting Vietnamese listed and unlisted securities.

  • Advised a European private equity group in relation to a convertible loan granted to one of its portfolio companies in Vietnam.

  • Advised a US furniture group in relation to its partnership arrangements with a Vietnamese furniture manufacturer, including advising on a convertible loan and other short and medium-term financing facilities.

  • Advised a leading US-based jewelry maker in relation to a series of cross-border intercompany loans to its subsidiary in Vietnam.

  • Acted as legal counsel for a leading international money transfer services company in connection with Vietnamese regulatory framework for initiating telephone transactions/ voice activated transactions in a disaster recovery scenario.

  • Advised an Eastern European micro-finance company in relation to its project to enter the Vietnamese consumer lending market.

  • Advised a leading international bank in relation to Vietnamese laws and regulations affecting the bank’s clients operating in the oil and gas sector with particular focus on foreign exchange control regulations.

  • Advised on legal and regulatory aspects of trust lending arrangements and drafting the trust loan documentation for a large Japanese bank.

  • Advised 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.

  • Advised 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.

  • Advised a foreign bank on offshore structures for financing a Vietnamese finance company.

  • Advised a foreign investment fund on a potential investment in distressed assets of Vietnamese commercial banks (NPLs).

  • Advised 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.

  • Represented SMBC in a EUR 120 million loan to Vietinbank.

  • Advised 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.

  • Assisted 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.

  • Advised a member and agent of a syndicate of lenders on the restructuring of port facilities with a comprehensive security package.
  • Advised Crédit Agricole CIB on regulatory issues relating to the termination or transfer outside Vietnam of IRS hedging arrangements.
  • Advised 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.

  • Advised 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.

  • Advised IFC in connection with a number of short-term credit facilities entered into with Vietnamese credit institutions (OCB and Techcombank).

  • Acted 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.

  • Advised an international commercial bank on highly structured trust loan arrangements involving alternate Vietnamese borrowers.

  • Advised a French Bank in relation to the validity and enforceability of an ISDA Master Agreement and it schedules with a Vietnamese State-owned bank.

  • Advised a leading European investment bank on the Vietnamese regulatory issues relating to the development of its online derivatives business with Vietnamese counterparties.

  • Advised a large international bank in relation to the prospective launch of funded and unfunded risk participation products.

  • Represented FMO, the Dutch development agency, in connection with a loan to a Vietnamese manufacturing company.

  • Advised a large international bank on the project to launch mortgage products to retail clients.

  • Advised 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.
  • Represented Standard Chartered Bank Vietnam in a syndicated loan to Vietnam Singapore Industrial Park (VSIP).

  • Advised 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.

  • Advised Standard Chartered Bank Vietnam in relation to a loan to Gamuda Land Project in Hanoi.

  • Advised Standard Chartered Bank Vietnam in relation to ISDA derivatives agreements with Vietnamese commercial banks.
  • Represented Standard Chartered Bank Vietnam entities on numerous loans and trade finance transactions for local private and State-owned corporates.
  • Advised 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.

  • Advised 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.

  • Fintech and IT

  • Represented a leading listed commercial bank in Vietnam in negotiations on a multi-million IT software and hardware procurement agreement with a foreign IT services company working in joint-venture with a leading Vietnamese IT group.

  • Advised Infinity Blockchain Labs, a leading international blockchain technology focused R&D company, in relation to international and Vietnamese legal and regulatory aspects of various applications of blockchain technology.

  • Advised a leading Vietnamese state-owned bank in relation to a full IT renewal programme including projects to roll out Core Banking, Credit Risk Management, Enterprise Content Management, Loan Origination System, HR Management softwares.

  • Represented a large US IT group in its acquisition of a French IT data management company operating a subsidiary in Vietnam.

  • Advised Standard Chartered Bank (Vietnam) Ltd. (as in-house counsel) on rolling out of major IT software projects, including eBBS, AML transactions reporting system, Straight-to-Bank, Output Management System.

  • Advised Standard Chartered Bank (Vietnam) Ltd. (as in-house counsel) on legal aspects of rolling out of systems to ensure compliance with Basel II rules.

  • Advised Standard Chartered Bank (Vietnam) Ltd. (as in-house counsel) in relation to setting up of a business continuity site in compliance with the State Bank of Vietnam regulations.

  • Advised Standard Chartered Bank (Vietnam) Ltd. (as in-house counsel) in relation to setting up of back-office systems for a new branch in Ho Chi Minh City in compliance with the State Bank of Vietnam regulations.

  • Corporate and M&A

  • Represented a large private Russian bank in its acquisition of 100% of equity of a real estate company in Hanoi, Vietnam.

  • Advised a Singapore-based startup manufacturer of organic energy drinks using advanced data intensive technology in relation to the establishment of a manufacturing subsidiary in Vietnam and on related intellectual property matters.

  • Advised a leading Vietnamese private holding group in relation to a proposed take-over of one of the country’s largest super-markets chains.

  • Advised a foreign invested educational establishment in central Vietnam on a broad range of legal matters, including land related issues, equity transfers, dispute resolution.

  • Advised a French invested company based in Singapore in relation to the establishment of a subsidiary in Vietnam operating a food and beverage business.

  • Advised a sea-food processing company based in Mauritius on setting up a fish-oil production facility in partnership with a local Vietnamese sea-food company.

  • Assisted one of the leading global groups operating in the animal feed and livestock sector head-quartered in France with defending it from Vietnamese tax authorities claim for payment of a withholding tax arising from an off-shore M&A transaction.

  • Represented a leading European operator of wholesale fresh food markets in a project to build a number of such markets in Hanoi and other locations in Vietnam.

  • Advised a leading Russian car maker in relation to its project to establish a joint-venture company in Vietnam to import and assemble Russian designed cars in Vietnam.

  • Advised a leading American fashion accessories designer and manufacturer on all Vietnamese legal and regulatory aspects of its USD 260 million acquisition of a start-up and an innovator in wearable technology and stylish connected devices. We also advised on the options for structuring of a special convertible financing package to support the conversion of a service-agreements-based structure into a 100% foreign-owned company in Vietnam.

  • Advised 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.

  • Advised a leading European investment group in relation to the proposed equity acquisition in a Vietnamese limited liability food processing company.

  • Advised 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.

  • Advised Standard Chartered Bank Group in relation to the establishment of a second branch in Vietnam in Ho Chi Minh City.

  • Advised 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.

  • Advised 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.

  • Assisted 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.

Admissions

  • Vietnam (Registered Foreign Attorney)
  • Paris, France

Training

  • 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) 

Education

  • Paris Bar Law School, Lawyer certificate, 1997
  • Université de Paris-Sorbonne, DEA, French post-graduate degree in Business Law , 1996
  • Moscow Institute of International Relations of the Ministry of Foreign Affairs of the Russian Federation, M.A., Diplomacy and International Relations , 1993

Experience

  • 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"

Professional Activities

  • Member of the Banking Lawyers Club of the Vietnam Bankers Association
  • Member of the Vietnam Society of International Law (VSIL).
  • MGIMO International Alumni and MGIMO Vietnamese Alumni Associations
  • Lecturer at Centre Franco-Vietnamien de Gestion (CFVG), a European business school in Vietnam

Honors and Awards

  • Listed in The Legal 500 Asia Pacific 2021 for Corporate and M&A and Projects and Energy, Vietnam
  • Recommended Lawyer (Projects and Energy, Vietnam), The Legal 500 Asia-Pacific 2020

  • Recognized Practitioner (Banking & Finance, Vietnam), The Legal 500 Asia Pacific 2018

Selected Publications

  • Contributor, Duane Morris Vietnam Blog
  • 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

  • Speaker, Duane Morris & Selvam’s webinar on the impact of the Regional Comprehensive Economic Partnership on Vietnam, 2 March 2021
  • Presenter “Legal Issues Waste to Energy Industry in Vietnam,” Waste Management Asia Summit 2019 – Focus Vietnam, Ho Chi Minh City, 26 September 2019
  • Presenter, “Public-Private Partnership Framework for Infrastructure Projects in Vietnam,” Infrastructure Vietnam 2019 Conference, Ho Chi Minh City, 25 July 2019
  • Presenter, “Managing Risks to Your Investments in Vietnam: M&A Deal Structuring,” Singapore, 26 September 2018
  • Presenter, "Managing Risks to Your Investments in Vietnam: M&A Deal Structuring," Singapore, 26 September 2018

  • Presenter, “La Nouvelle Route de la Soie et le développement de l’infrastructure au Vietnam,” Annual Conference of the Association of Legal Adviser in International Economic and Business Cooperation (AJCEAI), Hanoi, 2 May 2018
  • Presenter, “Legal Considerations for Business in Vietnam,” Mexican Export Promoting Agency (PROMEXICO) and
    the Mexican National Pharmaceutical Chamber, Hanoi – Mexico City, 21 March 2018
  • Presentation to the Paris Bar on the legal framework for infrastructure investments in Vietnam with a focus on the Belt and Road Initiative, Paris, 31 October 2017 (in French)
  • Presenter, “What Vietnamese Businesses Must Know When Planning Investments in Singapore,” Singapore Launchpad Event, Hanoi, 12 September 2017
  • Presentation on Vietnamese outbound investments, Vietcham Singapore, Ho Chi Minh City, 19 August 2017
  • Presentation on risk management in cross-border contracts, Asian-MENA Counsel In-House Congress, Ho Chi Minh City, 20 April 2017
  • Presentation on banking aspects of doing business in Vietnam, Singapore Business Federation Mission to Hue, 20 February 2017
  • Presenter, “Vietnam: New Push for Growth,” Association of Corporate Counsels, Singapore Chapter, Singapore, 5 October 2016
  • Presenter on recent developments in Vietnamese banking regulations, Duane Morris Vietnam LLC and Mazars Vietnam Joint Seminar “Clearing Hurdles for a More Open Market Economy," 8 December 2015
  • Presenter, “Oil and Gas Regulations in Vietnam,” Southeast Asia regional offices of a leading U.S. bank, 4 December 2015
  • Presenter, "Towards Greater Liberalisation of the Real Estate Sector: No Need to Be Vietnamese or Resident," "Doing Business in Vietnam Event, Singapore, 5 October 2015
  • Presenter, "Vietnam Assets Management Company (VAMC)," Association des Juristes d’Affaires Internationales (AJAI) Workshop, Ho Chi Minh City, April 2015
  • Guest lecturer at Centre Franco-Vietnamien de Gestion (CFVG), an European business school in Vietnam (2008, 2009 and 2012).