Giles Cooper is Co-Director for Duane Morris Vietnam. Mr. Cooper practices in the area of corporate, commercial law with a focus on international law in South East Asia and has over a decade's experience helping foreign investors in Vietnam, particularly with market entry, investment structuring, mergers and acquisitions, capital markets, major projects and construction, and employment law matters. Mr. Cooper is cited as a Leading Individual in the Legal 500 Asia Pacific 2018 for Corporate and M&A in Vietnam and also as a Recommended Lawyer for Projects & Energy, Vietnam. He is also cited as a Leading Lawyer for Corporate/M&A, Vietnam by Chambers Asia Pacific 2019 and also Chambers Global Guide 2019. He is ranked as a Highly Regarded Lawyer by the IFLR1000 2019 for both Capital Markets: Equity and also M&A in Vietnam.
The IFLR1000 2019 edition reported the following client feedback: “Duane Morris Vietnam is a highly accredited legal firm in the specialised renewable energy sector. The firm is focused on all aspects of this sector ranging from regulatory, governance and many corporate matters such as drafting of MOU between client and local investor, advisory work on M&A including drafting of SPA, legal due diligence, and so forth. The key partner in this firm, Giles Cooper, is instrumental in providing valuable support and advice in all these aspects, including connecting clients to the right partners in this specialised sector as and when requested. He drives the firm forward by delivering and executing as a world class lawyer with a first class support team equipped with integrity, transparency and professionalism. The team led by Giles is highly credible and well respected by the client and all the key partners associated with the client.”
Mr. Cooper is a graduate of Victoria University in Wellington, New Zealand, and the University of Canterbury in Christchurch, New Zealand. He is a barrister and solicitor of the High Court of New Zealand and a registered foreign lawyer in Vietnam.
Areas of Practice
- International commercial and corporate law
M&A, Capital Markets
- Major projects and construction law
- Labor law
- Advising large US mutual fund on participation in a highly structured IPO by a large private Vietnamese commercial bank.
- Advised on potential offshore bond issuance/ listing by major Vietnamese company.
- Advising US fund in connection with IPO of retail conglomerate in Vietnam.
- Advised a U.S. investment firm with over US$750 billion in assets under management on the mechanism and regulations pertaining to off-exchange transactions of listed companies in Vietnam.
- Represented large State-owned company on approximately US$100 million pre-emptive right acquisition of 70% equity in a 5-star hotel and office complex in Hanoi and on conversion from foreign-invested entity to wholly-domestic company.
- Assisting redBus in connection with establishing and operating a subsidiary in Vietnam to provide online bus ticketing services. The matter involves complicated market access issues and detailed advise in connection with electronic payment regulations.
- Advised potential buyer of a majority stake in two 150MW solar power projects in Myanmar.
- Acted for Hard Rock Café on registration of franchising activities in Vietnam and negotiation of franchise agreement.
- Acted for Budget Rent-a-Car on registration of franchising activities in Vietnam.
- Acted for Highway 4 Restaurant Group on registration of domestic franchising operations and negotiation of franchise agreement.
- Acted for major global jewelry group on establishment of retail operations in Vietnam.
- Advised U.S. fast food group on operations of multiple outlets in Vietnam.
- Advised multiple Japanese restaurant chains on market entry, investment structuring and operational matters in Vietnam.
- Acted as lead counsel on multiple internal compliance investigations for MNCs and diplomatic missions in Vietnam.
- Prepared and provided training sessions on competition law, anti-corruption and other compliance matters for MNCs and diplomatic missions in Vietnam.
- Representing a leading energy group in its bid for a 220 MW gas fired power plant to be built and financed on a BOOT basis in Myanmar. The project is run by the Myanmar Government through the Ministry of Electric Power and IFC and is likely to be used as a model for similar investments into Myanmar.
- Advised Damen Shipyard Group on a 35,000,000 EUR facility agreement for Damen Song Cam Shipyard Co. Ltd.
- Acting for U.S.-based multi-level and retail distribution company in connection with its business operations in Vietnam.
- Advised foreign listed company on one of first 100% acquisitions of a Vietnamese domestic company by foreign investors.
- Acted for property developer developing multiple projects in Vietnam including hotel and resort and villas for sale and lease.
- Represented Indonesian oil and gas company on a complex "farm-in" deal.
- Supported and advised German government agency in connection with a project to work with the Ministry of Industry and Trade in Vietnam (MOIT) to introduce a legal framework for renewable energy projects in Vietnam.
- Advised GE Energy on initial structuring of power purchase projects and proposed renewable policy framework for wind energy investment in Vietnam.
- Advised a German-based company in connection with the establishment of a company in Vietnam to develop and operate a wind energy project in Vietnam.
- Advised a Hong Kong investor with regards its joint-venture agreement and related documentation to develop and implement a wind-farm project in Ninh Thuan province, Vietnam.
- Advised on a large-scale gas exploration and processing project in Vietnam.
- Advised on the establishment of a joint venture company between a German company and a local company to engage in a biodiesel jatropha project.
- Reviewed a long-term investment and purchase agreement for sustainable jatropha curcas plantation to be entered between a specialized energy company and small-medium enterprises.
- Advised a Swiss-based energy firm in a wind energy project on the island of Con Dao.
- Acted for Pan-Asia Bio-Fuels in connection with development of bio-gas production and distribution project in central Vietnam, involving complex land and environment issues, careful investment incentives research, and local and international financing.
- Advised Wind Capital Group on its plans to partner with EVN Renewables JSC to develop a US$50 million pilot wind energy BOT project.
- Acted for Japanese investors in relation to a proposed PPP (private public partnership) water treatment project.
- Acted for foreign-investors bidding on BOT power plant development project.
- Acted for a Canada-listed mining company on the establishment of a three-party joint venture and related investment and mining licenses for a US$100 million non-ferrous metals project, including preparing necessary documents, assisting client in negotiations and preparing for IPO.
- Acted for a lead contractor in Vietnam's first foreign-invested BOT power plant project.
- Advised on the sale and purchase of stakes in large fibre optic cable joint venture.
- Advised foreign manufacturing investor on liquidation/bankruptcy of a joint venture company in Vietnam.
- Lead attorney for NYSE-listed company acquiring and expanding production facilities in Vietnam; included substantial M&A, labour and general commercial advice.
- Acted for foreign contractors on numerous infrastructure development projects and addressed issues including tax planning, technology transfer, contract negotiations and government authorizations.
- Advised on political risk analysis for power plant insurer, including reviewing of BOT Agreement, Power Purchase Agreement, Gas Supply Agreement, Water Supply Agreement, Government Guarantee, etc.
- Advised foreign contractor with all aspect of planning and implementing large cement plant projects in Vietnam.
- Ongoing advice to potential foreign investors in US$3billion BOT airport project.
- Acted for technical services supplier to US$400 million power plant construction project.
- Acted for U.S. investor in relation to US$450 million waste treatment plant in Ho Chi Minh City.
- Advised leading European telecommunications company on acquisition of interests in state-owned mobile phone companies.
- Lead commercial attorney for number of large multinationals operating in Vietnam.
- Advised Korean investor on establishment of joint venture electrical equipment manufacturing operation.
- Acted for large Japanese logistics company on establishment of four-party joint venture company to undertake inland container depot project.
- Acted for French pay TV company on establishment of enhancement and expansion of satellite television programming in form of Business Co-operation Contract.
- Assisted number of major international franchisors to franchise their operations in Vietnam.
- Acted for a foreign mining company in relation to a dispute with provincial authorities over land access entitlements.
- New Zealand
- Vietnam (Registered Foreign Attorney)
- University of Victoria, Institute of Professional Legal Studies, Certificate of Professional Practice, 1998
- University of Canterbury (Christchurch, New Zealand), LL.B. (Hons), 1996
- Duane Morris LLP
- Partner, 2009-present
- Special Counsel, 2007-2008
- Baker & McKenzie
- Associate, 2000-2007
- Rudd Watts and Stone (now Minters Ellison)
Honors and Awards
Listed by IFLR 1000 as 2019 Highly Regarded Lawyer for Capital Markets: Equity, M&A
Recognized Practitioner (Corporate/M&A, Vietnam) - The Legal 500 Asia Pacific 2018
Listed in The Legal 500 Asia Pacific 2018 as recommended lawyer in Projects and Energy
Leading Individual (Corporate M&A, Vietnam) - The Legal 500 Asia Pacific 2018
Member of the Council of the Vietnam Corporate Governance Initiative
Advisory Council on Corporate Governance
- Member of the Management Board of the Vietnam Business Forum
- Co-chair of the Vietnam Business Forum's Governance & Integrity Working Group
- Member of New Zealand Law Society
- Member of ASEAN New Zealand Business Council
- Vice President, Australian Chamber of Commerce, Vietnam
- Member of American Chamber of Commerce, Hanoi, Vietnam
- Member of European Chamber of Commerce, Hanoi, Vietnam
- Member of Japan Business Association
Quoted in "M&As on South Korean Radars," Vietnam Economic Times, 31 December, 2018
Quoted in "Comment: Vietnam's Draft Cybersecurity Decree Show Hanoi is Listening to Businesses - But Not All of Them," MLex Corporate, 19 November 2018
Co-author, "Vietnam's New Cybersecurity Law: A Headache in the Making?," Cyber Security Practitioner, July 2018
Quoted in "Vietnam Is A Test For What Happens When The U.S. Abandons Climate Diplomacy," HuffPost, May 2018
Quoted in "Vietnam Passes New Law to Boost SOE Sell Downs," Global Capital Asia, December 2017
- "Growing with Vietnam," Asian Legal Business, August 2017
- Co-author of Country Update-Vietnam: Securities & Banking, published by Thomson Reuters on 7 June 2016
- Co-author of "Overseas Securities Investment Now Permitted for Vietnamese Residents," Edition of World Securities Law Report published by Bloomberg BNA, March 2016
- Vietnam Bets on New Gaming Laws, August 2014
- Co-author of "Country Guides: Securities and Banking," May 2014
- Co-author of "A Practical Guide to Mergers and Acquisitions in Vietnam -2014"
- Author of Practical Law's "Doing Business in Vietnam 2012"
- Vietnam chapter of International Comparative Legal Guide to Gas Regulation 2011
- "Right to Retail," Vietnam Economic Times, December 2010
- "Land Use Fees a Fair Deal?", Vietnam Investment Review, July 2010
- Vietnam securities and banking overview, Compliment country guides, June 2010
- Co-author, "Opening the Doors to Investment in Vietnam," Asian Counsel Journal, March 2010
- International M&A and Joint Ventures Committee, Summer 2010 edition of the ABA's International Lawyer
- "Opening the Doors to Investment in Vietnam," Asian Counsel, February 2010
- "Private Equity and M&A in Vietnam," Business Money, February 2010
- "Financing Renewable Energy in Vietnam," February 2010
- Vietnam section of Year in Review published by ABA's International Lawyer, January 2010
- Co-author, "The Winds of Change," Vietnam Investment Review, July 2009
- Singapore and Vietnam sections of "International Legal Developments in Review: 2009"
- "Vietnam Outlook 2009," Business Money, March 2009
- Co-author, "Vietnam Opens Wider For Business," published in Forbes.com, December 2008
- Enterprise Law: a Rough Transition for Foreign Invested Enterprises? Vietnam Investment Review, April 2006
- Enterprise Law set to Make Waves, Vietnam Investment Review, February 2006
- Reforms Take Aim at Contract Pitfalls, Vietnam Investment Review, September 2005
- Limitations of Liability under the Amended Commercial Law, Asia Pacific Legal Developments Bulletin, October 2005
- Contributing author to Vietnam section of "Doing Business" series co-published by the World Bank and International Finance Corporation (2003-2010)
- EPC Case Study for Phu My 3 BOT Power Plant, Corporate Counsel, September 2001
- Vietnam Employment Law Case Study, CCH Global Employer, September 2001
Selected Speaking Engagements
Private Equity Investment in the Craft Beer Sector, SEA BREW 2017, Ho Chi Minh City, 17-18 August 2017
- Asia Employment Law Congress 2017, Strengthening HR's legal competencies to fight risk, stay compliant while protecting business interest, Singapore, 13-14 June 2017
The M&A Outlook for Singapore, Myanmar and Vietnam, M&A Trends in Vietnam, Singapore Business Federation, Singapore, 26 April 2017
Legal and Tax Consideration for Business in Vietnam, Business Opportunities And Projects In Central Vietnam For Singapore Companies, Singapore, 12 January 2017
- New Guidance on Work Permits, Trade Unions and Severance Allowances in Vietnam, Singapore, 21 June 2016
- Work Permits & Employment of Foreign Workers - the highlight, AusCham Business Briefing, 12 April 2016
- Vietnam Welcomes Investors with Law Changes, Foreign Investment Redefined A Boost to Cross-Border M&A Activity, Singapore, 5 October 2015
- 9th LAWASIA Employment Law Conference, acting as a chair of the session: Trans national employment: immigration and taxation issues for employers and employees, August 2015
- Regional Compliance Issues, Current Trends for Business in Compliance and Integrity Seminar (Part of VBF Governance & Integrity workshops series), 25 June 2015
- Vietnam's New Labour Code: How the New Legislation Impacts your HR Outsourcing & Foreign, Employment Law & Compliance Asia Congress 2015, Singapore, 23-24 June 2015
- Real Integrity Briefing, Integrity and Law Manager, ICAEW, Hanoi, May 2015
- Labor Law and Employment Legal Issues in Vietnam, Regional Employment Law Asia Masterclass, Singapore, April 2015
- Changes to Vietnam's Investment and Enterprise Laws-Meaningful Reform or Minor Fiddling, Annual Counsel 2 Counsel, 17 September 2014, Singapore
- Vietnam Economy and Legal Updates, The Exchange between the Faculty of Tourism and Management of Hanoi University and University of Technology Sydney held by Auscham Vietnam, Hanoi, 30 June 2014
- Amendments to Vietnam's Labor Code-What are the challenges and prospects facing employers? HRM Asia 7th Annual Employment Law Congress, Singapore, 7 May 2014
- Compliance Vietnam — A Regulatory Perspective, In-house Congress Ho Chi Minh City, 2 April 2014
- Current Legal Issues in Vietnam — Investment Opportunities, Temple University, Japan Campus, Beasley School of Law, March 2014
- New Labor Laws and Regulations, Seminar for Japanese Business Association Danang, February 2014
- "Vietnam Anti-Corruption Legislation," British Business Group Vietnam, October 2013
- Feed-in-tariff regulations and getting wind power projects done, European Green Business Solutions for Vietnam, September 2013
- Business Talk: Tapping Vietnam - Singapore's role as a jumping off point for investment in Vietnam Market - Investing in Vietnam: Opportunities and Practical Issues in Trade and Distribution Sector, German Center for Industry and Trade in Singapore, August 2013
- Mining Engineering, Technology and Services in Vietnam — Overview, Challenges and Opportunity, Ozmine Vietnam 2013 Market Briefing, Australian Trade Commission (Austrade), April 2013
- Investment Opportunities, Doing Business and M&A in Vietnam, In-house Legal Summit, Hong Kong, September 2012
- Mid-Term Law Review 2012, Auscham Vietnam, Hanoi and Ho Chi Minh City, July and August 2012
- Practical Labor Law Issues and Problem Solving for Enterprises in Vietnam, Practical issues in conclude and drafting employment contracts, June 2012
- Vietnam's renewable energy legal environment - getting projects done today and tomorrow, ENEREXPO Vietnam 2012 Conference, March 2012
- Vietrade Seminars on trade between Vietnam and USA, Hanoi and Ho Chi Minh City, November 2010
- "The Right Time to Invest? The Vietnamese Capital and M&A Markets in 2010-2011," European Chamber of Commerce Business Briefing, Hanoi and Ho Chi Minh City, August 2010
- Australian Chamber Hanoi Business Briefing Luncheon: "M&A: Getting Deals Done!," Hanoi and Ho Chi Minh City, July 2010
- Asia Law In-house Counsel Conference, Singapore, July 2010
- Asian Counsel In-house Summit, Hong Kong, May 2010
- Asialaw Asia-Pacific In-house Counsel Summit 2010: "Vietnam: It's there for the taking!," Hong Kong, 16-18 March 2010
- Australian and Europe Chamber HCMC Business Briefing Luncheon: "Visa and Work Permits," Park Hyatt HCMC, 9 December 2009
- Delivered mining law presentation for Australian Chamber of Commerce, April 2009
- Interviewed for podcast for Asiabizblog re retail opportunities in Vietnam, November 3, 2008
- "Franchising in Vietnam," Australian Chamber of Commerce Business Essentials seminar series, December 2006
- Series of training sessions around Vietnam to Vietnamese Government officials on the U.S.-Vietnam Bilateral Trade Agreement, 2001, 2002
- Employment Restructuring, Asia Pacific Regional Employment Seminar, Sydney, September 2001