OUR SERVICES
With more than 35 years of experience, we provide comprehensive advice and assistance in all our areas of practice detailed below.
We also advise and assist on the planning, structuring, setting up and due diligence review for client transactions.
We have a strong reputation in the drafting and negotiating of all relevant documents and agreements and we pride ourselves on our speed of response.
WE SPECIALIZE IN THE FOLLOWING AREAS OF PRACTICE :
BUSINESS, CORPORATE, COMMERCIAL, PRIVATE EQUITY
We understand the business community demands a fast and complete response to its legal needs which are often for large and complex transactions covering many aspects of law and practice. We meet these demands and provide comprehensive advice and assistance in all areas of business, corporate and commercial and private equity practices, including :
- All kinds of Corporate / Commercial Transactions
MERGERS, ACQUISITIONS / DISPOSALS AND PRIVATE EQUITY
Examples Of Major Transactions Advised On And Acted As Lead Counsel:
Acclime Group on several acquisitions of corporate services businesses in S.E. Asia.
Advance Finance Public Company Limited (formerly Global Thai Finance Company Limited) in its management buy out from Lehman Brothers.
Bank of Ayudhya PLC on its acquisition of AIG Retail Bank Public Company Limited and AIG Card (Thailand) Company Limited in Thailand.
Berli Jucker PLC on its manufacturing joint venture with Owens-Illinois set up in Singapore and Malaysia for glass product manufacturing operations in Thailand, Malaysia, Vietnam and China.
Boutique Group, Thailand in its disposal to Lehman Brothers Real Estate Partners of an interest and joint venture in respect of its Citidines and Oakwood hospitality operations in Bangkok.
Cemex Group, Mexico on the documentation and negotiation for its bid for a publicly listed cement manufacturer in Thailand.
Covanta Energy on the disposal of power assets in China, India and Bangladesh.
Design Worldwide Partnership Group on several disposals of group interests.
DNATA, Dubai in its acquisition of the business and assets of a Thai based airline reservation, crew and flight operation system.
Dubai Port World on a feasibility study on the Thailand Southern Land Bridge Project.
GOCO Hospitality Group on the investment into its group by a major private equity fund owned by Temasek.
GOCO Hospitality Group on the acquisition of a hotel in Bali through the purchase of a corporate holding structure.
GOCO Hospitality Group on a potential acquisition and management of a wellness operation in The Maldives.
Group of Private Individuals in the acquisition of the corporate ownership of Barama Bay, Phuket.
Hemaraj Land & Development PLC on its joint venture with Glow Energy PLC to develop independent power projects (IPPs) to supply power to EGAT.
Hongkong Land, Hong Kong in its joint venture to construct and build a shopping mall in Ho Chi Minh City.
International Education Holdings Ltd on an exclusive licence to operate a major international branded UK school.
Mitsubishi Electric Corporation, Japan in its manufacturing joint venture in Thailand for white goods. Mitsui & Co., Ltd, Japan on the tender for civil works in Thailand.
Navis Capital Private Equity Fund on the acquisition of a poultry businesses in the U.K. and Thailand.
Navis Capital Private Equity Fund on its acquisition of the Wall Street Institute English language schools in Thailand.
Navis Capital Private Equity Fund on a partial disposal of its interest in Wall Street Institute English language schools in Thailand and consequent joint venture.
Navis Capital Private Equity Fund on its acquisition of a health care business in Thailand.
News Corp on its acquisition and subsequent disposal of News Outdoor South East Asia in Thailand, Singapore and Vietnam.
Nord Anglia Education on the acquisition of The Regents International School, Pattaya.
Orix Corporation, Japan on the setting up of its biodiesel joint venture operation in Thailand.
Paragon Partners on an exclusive Franchise Agreement for Regus Serviced Offices for Myanmar.
Private Fund Group on its acquisition in a major restaurant chain in Thailand.
Royal SunAlliance PLC, U.K. in its disposal of its entire Thai insurance operation to IAG of Australia.
Sapa AS/Orkla Group, Norway on a proposal majority stake acquisition and joint venture in an aluminium processing operation in Thailand.
Shell Group on the disposal of its “Autoserve” lubricants business in Thailand.
Shell Group on the sale of its gas station retail outlets in Laos.
Sumitomo Corporation Equity Asia Limited, Hong Kong on its acquisition of a minority interest and joint venture in a precision metal components manufacturing operation in Thailand.
Thai Medical Supplier on a partial disposal and joint venture with a private equity fund.
Thai Recovery Fund LLC on its acquisition of a minority interest in a waste disposal operation in Thailand and consequent joint venture and subsequently on its disposal of such interest.
Thai Thoresen PLC on its acquisition of a minority interest in a mining operation in the Philippines and consequent joint venture.
The Apple Tree Group, Vietnam on a partial disposal and joint venture with an investment fund in respect of Apple Tree Group’s Vietnam assets and operations.
Tomen Corporation, Japan on the setting up of a car manufacturing operation in Vietnam.
Various sellers in the setting up and managing of data rooms in respect of their disposals.
Vietnam Garment Manufacturer on the investment of equity by a private equity fund.
YTL Corporation BHD, Malaysia on a joint venture with an international investment bank to buy land and develop a five star hotel in Samui.
Zapp Electric on its initial set-up and structuring prior to listing on NASDAQ.
Also, acted for various buyers in the organising and heading up of due diligence teams to carry out extensive due diligence on target acquisitions and the preparation of detailed due diligence reports.
HOTELS, HOSPITALITY AND LEISURE
This is a highly specialized area and a major part of our practice covering a wide range of hospitality and leisure businesses ranging from branded hotels, resorts and residences, mixed use developments, timeshare and fractional ownership, golf courses, theme parks, sports clubs, etc.
We are very experienced in this area having acted over the years throughout South-East Asia for many global hotel operators, brand licensors, service providers, franchisors, franchisees and owners and investors of hotels, resorts, services apartments, theme parks and other hospitality and leisure developments. – Click here for details.
So far as hotels and resorts are concerned, we regularly advise owners and operators and we are well able to cover both sides in the drafting and negotiation of hotel management documentation, including:
LETTERS OF INTENT/MEMORANDUMS OF UNDERSTANDING/TERM SHEETS
It is vital that these are professionally drafted at the outset as they set out the broad terms and framework which will dictate the terms of the detailed binding agreements to follow even although they may be non-binding.
PRE-OPENING AND TECHNICAL SERVICES AGREEMENTS
These agreements are important to both operators and owners since they govern the design and fit out specifications of the development required by the operator to meet its brand standards at the cost of the owner.
HOTEL, RESORT, SERVICE APARTMENT AND SPA MANAGEMENT AGREEMENTS
These lengthy and complex agreements provide the terms on which the operator will manage the development on behalf of the owner. As they typically last for up to 30 years, it is important that they properly reflect and protect the interests of both parties.
LICENSING OF BRAND MARKS AND NAME USE
These agreements provide the terms on which the operator’s brand, trademarks and other intellectual property are licensed for use by the owner and the development. Both parties must have their respective interests protected during the operating term and post termination.
MARKETING AND CENTRALISED RESERVATION SERVICES AGREEMENTS
These agreements oblige the operator to use its international marketing and reservation systems for the benefit of the development. The extent and cost of this service are important factors for both parties.
REGULATORY ISSUES, INCLUDING LICENCES AND PERMITS
Both parties must understand the impact of regulatory requirements affecting construction and operation.
Hotel management documentation is lengthy and detailed. From our extensive experience, we are able to save time and expense for clients by focusing only on those matters we know to be of commercial importance, whether you are an operator or an owner.
Hotels, hospitality and leisure transactions are typically complex requiring advice on many areas of legal practice in addition to specialist knowledge and expertise. We also have the local and cross border experience and expertise in those other areas of legal practice which are likely to have an impact, such as:
Examples Of Major Transactions Advised On And Acted As Lead Counsel:
For Hotel Operators:
Advised international hotel management operators in negotiating and drafting management and branding contracts with hotel owners, including : Ascott, Centara, Citadines, Holiday Inn, Hyatt, Mandarin Oriental, Montara, Trisara, Marriott, Oberoi, and Ritz- Carlton.
For Owners Of Hotels, Hospitality, And Leisure Complexes:
Advised hospitality, leisure and entertainment complex owners in negotiating and drafting their management and branding documentation with international brand operators, including:
Bangladesh Owner on the hotel management documentation for a Grand Hyatt Hotel, Bangladesh.
Bangladesh Owner on the hotel management documentation for a Park Hyatt Hotel, Bangladesh.
Banyan Resort and Banyan Golf Course, Hua Hin on a major group restructuring.
Barama Bay, Phuket on its management agreements with Jumeirah Group
Boutique Corporation PLC in negotiating service apartment management documentation with the Oakwood Group, Bangkok.
Boutique Corporation PLC on its joint venture documentation for the ownership and development of a Novotel Hotel.
Boutique Corporation PLC on the negotiation of various hotel management agreements with various international hotel operators.
Boutique Corporation PLC on the negotiation of various hotel franchise agreements with various international hotel operators.
Cambodian Owner on the hotel management documentation for a Marriott Group Hotel, Cambodia.
Cambodian Owner on the hotel management documentation for a Radisson Hotel, Cambodia
Cartoon Network Amazone Water Park, Pattaya on the setting up of the Cartoon Network Amazone Water Park and on-going advice for all brand licensing agreements with Turner Corp.
Columbia Pictures Aquaverse, Pattaya on the negotiation of brand licensing agreement with Sony/Columbia.
Evolution Capital PLC on extensive residential management and branding contracts with Ritz-Carlton.
Gaysorn Group on hotel management agreements with Starwood, Bangkok.
GOCO Hospitality Group on spa and hospitality management contracts.
Golden Land PLC on hotel and residential management and branding contracts with Ritz-Carlton.
Golden Land PLC on hotel and residential management and branding contracts with Marriott.
Golden Land PLC on hotel and residential management and branding contracts with Kerzner International.
Golden Land PLC on hotel and residential management and branding contracts with the TAJ Group.
Golden Land PLC on reviewing and negotiating hotel and serviced apartment management contracts with Hyatt Group, Bangkok.
Golden Land PLC to obtain all licences and permits required for operating Mayfair Marriott, Bangkok.
Meghna Group on the hotel management documentation for a Grand Hyatt Hotel, Bangladesh
PACE Development Corporation PLC on extensive management and branding contracts with Ritz-Carlton and Marriott Group for its MahaNakhon Project, Bangkok.
Pacific Star Investment and Development Pte Ltd in negotiating with Tiger Woods Group for the rights to licence the Tiger Woods brand for a golf course.
Paragon Partners in its acquisition of a hotel development in the Maldives.
Paragon Hotels Limited on a Franchise Agreement for Red Roof Hotels for Thailand.
Thai Owner on the hotel management documentation for a Lodgis group hotel, Bangkok.
Thai Owner on the hotel management documentation for a Park Hyatt hotel, Bangkok.
Thai Owner on the hotel management documentation for a Regent Hotel.
Thai Owner on the hotel management documentation for a RadissonHotel, Bangkok.
Thai owner for the drafting of hotel management templates for a new hotel brand
Thai public listed owner for the drafting of hotel management templates for a new hotel brand
Vietnam Owner on the hotel management documentation for a luxury brand hotel, Vietnam.
Vietnam Owner on the design documentation with a major US designer for a Mandarin Oriental Hotel, Vietnam.
REAL ESTATE
Real Estate law and practice in Thailand is a complex and demanding area necessitating the need for clients to obtain proper advice and assistance in their real estate transactions.
We have extensive experience in all kinds of real estate transactions ranging from complicated corporate acquisitions and disposals of large plots and commercial, retail, office, condominium and apartment complexes to single plots and villas for individuals.
Our clients include public listed real estate developers, branded hospitality groups and service apartment developers.
We advise and assist in the drafting and negotiation of all required agreements and documentation, including :
Examples Of Major Transactions Advised On And Acted As Lead Counsel:
A.G. Union in a proposed tender sale and all related documentation of Liberty Square, Silom, Bangkok.
Deutsche Bank’s RREEF Global Opportunities Fund II LLC on its investment in Blue Canyon Country Club, Phuket and numerous property related matters.
ECC International Group in the structuring and acquisition of land in Chiang Mai for development into a luxury shopping mall.
Embassy of Japan in the sale by tender of its former Embassy site at Asoke, Bangkok.
Evolution Capital PLC in the acquisition of land in Phang Nga and Samui.
Gems Fund, Hong Kong on the disposal of its interest in Trisara, Phuket.
Golden Land PLC on several land major acquisitions including its sites at Polo Park, Bangkok; Skyvillas, Bangkok; The Infinity and South Sathorn Square, Bangkok; including the setting up and use of Type IV Property Funds.
Golden Land PLC in preparing and negotiating development documentation, sale and purchase agreements and long-term leasehold interests for its various residential projects.
Hongkong Land on its joint venture interests in Gaysorn Plaza shopping mall and related property matters.
I.P. Real Estate Asset Management (Asia) Pte. Ltd./ING/CapitaLand in the disposal of Somerset Lake Point to Government Pension Fund of Thailand.
Kingdom Hotel Investments, Dubai in the structuring and acquisition of land in Phang Nga.
Metro Group, Bangkok in the sale of riverside land, Bangkok to a joint venture entity with Nakheel, Dubai and consequent joint venture documentation.
Mitsubishi Corporation on the setting up of a farming activity.
Nomura International (Hong Kong) Limited in the acquisition of an office leasehold interest.
Pacific Star Investment and Development Pte Ltd in its acquisition of South Sathorn Gardens Condominium and sites at Thonglor and Sathorn Road in joint venture with Asian Property Development Plc and subsequent disposal of such joint venture interests.
Pacific Star Investment and Development Pte Ltd in its acquisition of sites at Thonglor and Sathorn Road in joint venture with Asian Property Development Plc and subsequent disposal of such joint venture interests.
Pacific Star Investment and Development Pte Ltd in its acquisition of a site in Bangkok for condominium development. Pacific Star Investment and Development Pte Ltd in its acquisition of several thousand rai for a mixed use residential and MICE complex and golf course.
Raimon Land PLC on several major land acquisitions including its sites at Ploenchit Road, Bangkok; The River, Bangkok; The Lakes, Bangkok; The Heights, Phuket; Amalfi, Phuket; Northshore, Pattaya and Southshore, Pattaya. Raimon Land PLC in preparing and negotiating development documentation, sale and purchase agreements and long-term leasehold interests for its various residential projects.
Starr International Group in its proposed acquisition in and joint venture interest for a condotel project in Pattaya.
TCC Capital Land Limited on a proposed property acquisition in Bangkok.
The Lewis Group, U.K. on the structuring of its land holding in Thailand
Also acting for numerous individual buyers and sellers of plots, villas, and condominiums in Bangkok, Samui, Phang Nga and Phuket.
CONSTRUCTION
We have broad experience in advising and assisting clients on all kinds of construction matters. We can assist in the drafting, reviewing and negotiation of all kinds of construction documentation, including :
Our clients include public listed real estate developers, branded hospitality groups, service apartment developers, shopping complex owners and operators as well as individuals
Examples Of Major Transactions Advised On And Acted As Lead Counsel:
Copacabana Condominium, Pattaya on construction contracts and related documentation.
Cartoon Network Amazone on construction contracts and related documentation for the construction of the Cartoon Network Amazone Water Park.
Conductix-Wampfler Group on a consortium agreement for the supply and installation of power distribution to the Yellow and Pink Lines for Bangkok Mass Transit System Public Company Limited.
Golden Land PCL on several construction contracts and related documentation for their major developments.
KONE Corporationon its supply and installation contract for moving walkways to Suvarnabhumi Airport.
Paragon Hotels Limited on the Master Construction Contract and individual Construction Contracts for up to 40 branded hotels.
Raimon Land PCL on construction contracts and related documentation for several of their major developments.
Tomen Corporation on its supply and installation agreements for fixed lines to True Corporation PCL.
Gammon Construction Limited on its construction and supply contract for Hong Kong International Airport.
BANKING AND FINANCE
We advise lenders and borrowers on all aspects of loan and financing, both secured and unsecured, covering working capital, acquisitions of all kinds, construction finance, project finance, structured products and securitization, including :
Examples Of Major Transactions Advised On And Acted As Lead Counsel:
Secured and unsecured loan and structured financing for various listed public and private companies in Hong Kong and Thailand.
Structured financing for real estate projects and acquisitions in Thailand for Lehman Brothers. Bond Issues and Certificate of Deposits for various issuers.
GET IN TOUCH
REACH US
Dobson & Partners
L.T.D. Consultant Co., Ltd
47/Floor, Unit 4703, Empire Tower
195 South Sathorn Road
Yannawa, Sathorn
Bangkok 10120
t: +66 (0) 2 119 5172
m: +66 (0) 85 682 8878
e: tim@dobsonpartners.com