Myanmar

Duane Morris' office in Yangon, Myanmar, established through its joint law venture with Singapore-based Selvam LLC, serves international and domestic clients, focusing on investment and business matters. Duane Morris was among the first U.S.-based firms to open an office in Myanmar, providing on-the-ground, high-quality counsel to foreign and domestic businesses seeking to seize opportunities while minimizing the inherent risks in an emerging market.

Mergers and Acquisitions

Non-lawyers in the business community often view mergers and acquisitions as straightforward affairs but in fact, major corporate transactions have far-reaching consequences for companies. Transactional lawyers are charged with the responsibility for an ever-increasing number of regulatory and legal issues that must be resolved in order to fully protect their clients. Our multi-specialist lawyers lead every stage of the transaction to ensure that clients receive a seamless delivery of legal services that is effectively and efficiently integrated and managed.

Corporate Finance

We have advised on a broad range of cross-border investment transactions including divestments, hive offs and spin offs, corporate reorganisation and court-sanctioned schemes of arrangement. Our experience extends to:

• Advising on company group structures and share capital structures to meet client's objectives
• Advising on transaction structures and financing issues
• Creating security for financing including asset-backed securitisation
• Advising on stamp duties and tax implications of transactions
• Drafting transactional documents
• Assisting in due diligence

Licensing/Market Entry

In any emerging market, you have to measure both opportunity and risk and also gain an understanding of the nuances and the subtleties of how business is done there. There is a growing amount of interest in Myanmar from businesses in Europe, the U.S. and elsewhere in Asia. To help our clients invest and operate in this rapidly evolving business environment, we call upon our experience representing the government and various commercial entities in Myanmar and our understanding of the issues that businesses face when they engage with international counterparts, raise capital and navigate potential issues.

Funds, Private Equity & Venture Capital

We represent high-net worth individuals, private equity funds, venture capital funds and investee companies from a wide range of industries (including life sciences, education, technology, insurance and natural resources) at every point in the investment process, from helping them to negotiate and evaluate private equity transactions to restructuring and selling distressed businesses.

Our current clients include finance houses, global commercial and investment banks, investment managers, corporate financiers, offshore hedge funds, private equity firms and investors, private investment companies and insurance companies. We have experience advising in relation to all types of investment instruments, including preferred and common equity, senior, subordinated and convertible debt, bridge loans, options, warrants and exchangeable instruments. We also have long-standing and broad-based experience in the important process of exiting investments and realising value, including public offerings, recapitalisations, strategic sales and workouts. Such wealth of experience enables us to identify key market terms and emerging trends.

Our services include:

• Advising on the marketing of a wide range of investment fund type funds, an area which is heavily regulated
• Structuring hedge funds and funds of hedge funds and advising on their operation
• Structuring corporate funds whose shares are traded on the Alternative Investment Market
• Reviewing private equity fund documentation on behalf of potential investors
• Advising on the negotiation and documentation of complex derivative transactions and their regulatory treatment
• Advising investment managers both on and off-shore
• Advising corporate finance houses
• Tax and structuring advice for investors, investment vehicles and individual principals

Project Financing

We are able to represent participants in every aspect of development, financing, construction and operation of capital intensive projects and facilities around the region. Our lawyers have experience advising international banks, financial institutions, multilaterals, developers and investors. Their projects include power plants, pulp mills, telecommunications networks and facilities and other infrastructure assets.

We have advised on matters such as:

• Structuring project arrangements - these arrangements include conventional construction and term loan facilities, letters of credit facilities, commercial paper facilities and financing from multilateral institutions
• Negotiating, drafting and evaluating key project documents and financing related documents such as off-take agreements, sponsor support agreements, subordination agreements and intercreditor agreements
• Preparing tender documentation, bids and proposals to acquire project assets

U.S. FCPA and UK Bribery Act Matters

For corporations based in the U.S. and Europe, bribery and corruption issues are something that they must remain aware of to ensure that they are not falling foul of their home legislation, whether it be the U.S. FCPA, UK's Bribery Act or other laws. We provide guidance to reach commercial and legal solutions for investors and entities' entry to Myanmar.

Corporate Commercial

As external legal advisers to publicly listed companies, multinationals as well as small and medium-sized companies, our full service corporate practice has the necessary sophistication and resources to allow us to be efficient and responsive to our clients' needs. These advantages allow us to offer our clients custom legal solutions and professional project management in a uniquely efficient and cost-sensitive manner, regardless of whether we are functioning as sole legal counsel for companies or working together with in-house legal departments to provide critical advice on complex legal issues.

Corporate Real Estate

We have long-standing relationships with key players in the real estate market and our focus on innovative solutions to real estate issues have enabled us to represent major banks, financial institutions, real estate companies and individual in transactions involving construction, mortgages, debentures, loans and mezzanine financing related to land as well as leases of industrial, commercial and residential properties. Many of the real estate transactions that we handle are extremely complex and present a variety of challenges.

We have advised on matters such as:

• Drafting and reviewing of construction and asset management contracts for a securitisation exercise
• Drafting and reviewing various security documents such as all monies open mortgages, deed of assignment of rental proceeds and debentures
• Commercial and residential development projects for listed property developers involving several hundred units
• Advising as head counsel for the first integrated commercial and residential project with public transport system
• Floor financing documentation for moving stock
• Ship mortgages for refinancing of existing vessels and new builds
• Assignment of Charter Hire Insurances and Earnings

Dispute Resolution

The Dispute Resolution practice of Selvam LLC conducts a wide array of contentious and non-contentious work in multiple jurisdictions in Asia, and engage in both domestic and international arbitration matters.

Reach includes:

• Admiralty & maritime
• Banking, finance, securities and brokerage disputes
• Contractual disputes
• Disputes arising out of partnership agreements, shareholder agreements, acquisitions, mergers and joint ventures
• Employment matters
• Intellectual property, technology, media and entertainment
• Insurance
• Property and construction disputes
• White collar crime

Intellectual Property

In this age of global competition and the wide-ranging intellectual property protection afforded by international conventions, companies (whether as proprietors or licensees) no doubt have to manage numerous risks arising from the various types and complexity of IP assets. Our lawyers are well versed in the acquisition and protection of IP rights as well as managing and development those IP rights. As such, we are able to advise clients in the areas of patents, trademarks, copyrights and trade secrets at any stage in the growth and development of their IP assets. Our practice also extends to the ever-evolving high-tech world. Our tech-savvy team is engaged on matters involving software development, content licensing, website development and a myriad of e-commerce related issues. Lastly, we actively assist our clients in selecting and clearing trademarks and service marks, registering and maintaining marks and copyrights, both domestically and globally.

Tax

The Tax Practice is an integral part of our transactional practice, working closely with our corporate lawyers to structure and effectuate complex transactions from a tax perspective to better fit our clients' business objectives. For M&A transactions, we also assist in tax due diligence. Apart from institutional and corporate clients, we also advise on the tax aspects of charities, institutions of public character and other not-for-profit organizations.

Technology, Media & Telecommunications

Unlike other firms of our size and sophistication, we speak and understand the language of the TMT field and have the resources to protect any TMT company's intellectual property interests worldwide. We are focused on private equity, pre-IPO fundraisings and M&A work for TMT companies, particularly for the telecoms sector. Our extensive industry expertise and relationships, combined with our capabilities across critical legal disciplines, permit us to meet the full needs of TMT across industries.

Shipping

Our shipping practice team is fully equipped to advise on all legal aspects relating to the shipping industry. We draw upon experience and in-depth industry knowledge in order to support our clients and their needs.

Our areas of focus include:

• Charterparty disputes
• Cargo claims
• Commodity trading and trade finance
• Mortgage enforcement and ship finance disputes
• Marine insurance
• Oil trading and transportation
• Shipbuilding, repairs and conversion
• Ship finance and ship sale & purchase

Banking & Finance

Our Banking and Finance Industry Group provides advice on a wide range of banking and financial services. We understand our clients' goals and are able to adapt our approach and recommendations, and model innovative arrangements or entire financial structures to obtain optimal solutions. We provide advice to leading financial institutions on banking issues, capital markets transactions, mergers and acquisitions and securities regulatory matters. We represent a broadly based and diversified number of providers and consumers of credit around the world, advising our clients in complex financing transactions. In light of the unique risk-oriented nature of a financial institution's business and the highly regulated environment in which it operates, we recognise the importance of providing timely and seamless services. No complex financing transaction occurs in isolation. In many cases, complexities will arise due to the structuring of acquisitions, the creation of holding companies, taxation, restructuring and insolvency or real estate issues. We believe in an interdisciplinary team approach to meeting a client's transactional and advisory needs.

Energy, Oil & Gas

Myanmar is blessed with natural resources, and has tremendous potential for numerous industries to attract a great deal of foreign investment. As the economy opens more and more and infrastructure improvements take hold, we are helping clients to establish investments and entities in areas such as oil, natural gas, coal, minerals and copper.

For More Information

For more information, please contact Leon Yee or any of the lawyers referenced in the Attorney Listing.