Fresh Wave of M&A Following New Companies Law? (VDB Loi Insights This Month)

30
Nov
2017

HIGHLIGHT OF THIS MONTH
From our Corporate M&A Team

A Fresh Wave of Acquisitions in the Wake of the New Companies Law?

Myanmar’s economy is already quite open to foreign investment, but the few areas previously entirely closed to foreign ownership have just – nearly all- been opened as well. The new Companies Law 2017 allows, as the reader will by now already know, up to 35% foreign shareholding in any company with Myanmar national shareholders without that company losing its status as a “Myanmar company”, thereby effectively opening up previously closed parts of the economy to foreign minority ownership.
 
 
SERIES OF EVENTS

VDB Loi Hosts Series of Workshops on New Companies Law

In preparation of the 2017 Companies Law, our practice teams have been busy putting together the practical, commercial and legal issues and pointers you need to know on this landmark change. Our clients and special invitees are welcome on a series of events, each one focusing on a different practical impact of the Companies Law. No dry list of the changes, but the practical impact in true “Get to the Point” fashion!
 
From MOA to Constitution: What All Existing Companies Should Do to Get in Line with the 2017 Companies Law

  • What existing companies have to do to be in line with the new Law?
  • Any changes to the authority of directors?
  • Write my own Constitution or use DICA’s?
  • Changes you need to make on dividends, capital reduction, board meetings

15 Dec 2017, Yangon, register
 
Corporate M&A: The New M&A Opportunities in Myanmar following the 2017 Companies Law

  • Which businesses can foreigners now buy into?
  • Special issues for trading companies
  • Will the CBM foreigners to buy 35% in banks and finance companies?
  • Joint ventures for insurance companies
  • Onshore structuring options case studies

20 Dec 2017, Yangon, register
 
A Banker’s Guide to the New Companies Law: This is How the Law Affects Financing Deals!

  • Mortgages and charges on land for foreign banks now allowed
  • No more Onshore Security Agents?
  • New rules for the registration of mortgages and charges
  • Update on share pledges and fixed and floating charges
  • Enforcing debts and insolvency

18 Jan 2018, Yangon, register
 
Cashing In: New Mechanisms for Direct and Indirect Cash Extraction
Post 2017 Companies Law

The Law is much more flexible when it comes to capital and profit extractions. This workshop is not for beginners, but here is what you need to know on tax efficient corporate transactions.

  • Will share buy backs be the next big thing?
  • Classes of shares under the new Companies Law
  • No profit but pay dividend anyway?
  • Tax planning aspects of alternative cash extraction measures

Date to be advised, Yangon, register

 
IN THIS ISSUE
From our Corporate M&A Team

Companies Law Passed by Parliament: What Are the Last Minute Changes?

The National Assembly has passed Myanmar Companies Law (the “Law”) after extensive debate on various aspects of Myanmar’s long awaited corporate reform. The Law is finally here, passed on 23 November, pending signing into law by the President. Read more…
 

Five Things to Like in the New Companies Law

The end of the comprehensive overhaul of Myanmar’s corporate legal framework is finally in sight with an updated Companies Law (the “MCL”) approved by Myanmar’s Parliament. Once the MCL is signed into law by the President, the outdated Myanmar Companies Act of 1914 (the “1914 Act”) will be abolished, bringing Myanmar Companies Law in line with more updated laws of its kind. Read more…
 

Five Potential Pitfalls in the Myanmar Companies Law

In our previous client briefing note, we outlined five key things to look forward to under the Myanmar Companies Law (“MCL”). Following on from this, and as part of our continued coverage of the MCL, we will outline five potential drawbacks with regard to the MCL and how they may affect companies in practice. Read more…
 

From our Telecommunications, Media and Technology

M&A in Myanmar’s Fast-Growing Media Sector: Not a Done Deal Yet

Foreign investments in the media sector have not been active in Myanmar this year. One of the probable reason could be the lack of clarify over foreign ownership in this sector. In this brief we analyze the restriction over foreign ownership according to the laws and requirements from the particular authorities in Myanmar. Read more…
 

 
TIME TO RENEW YOUR FRC

A Foreigner Registration Certificate (“FRC”) is a requirement for any foreigner who plans to stay in Myanmar for more than 90 days (this is in addition to a business visa and stay permit).
This is a reminder that all FRCs expire annually on 30 November. Renewals for the next year must be done during the period from 1-31 December.
Please contact us if you require assistance with the renewal of your FRC.

 
NEW MYANMAR LAWS AND REGULATIONS THIS MONTH
  • Union Supplementary Appropriation Law 2017-2018
    This law adds an additional budget plan in each state and region.
     
  • Bill on law amending the farmer right protection and benefit raising law 2017
    Changes definitions and terms.
     
  • Bill on law amending the television and broadcasting law 2017
    This bill changes members of the licensing board, controlling interest etc.
     
  • Bill on the Explosive substances Law 2017
    Repealed the previous 2011 law and drafted entirely new law.
     
  • Bill on law amending the Myanmar Maternal and Child Welfare Association Law 2017
    Changes to administration, rights and obligation of members.
     
  • Bill on the Myanmar Dental Council law 2017
    Repealed the previous 2011 law and drafted entirely new law.
     
 
SEE OUR PROGRESS IN 2016
Check out the impressive progress our practice made last year:

  • An astounding 25% to 33% of the approved (MIC) investments in Myanmar obtained MIC permits through VDB Loi.
     
  • We were involved in 5 out of 7 power projects signed in 2016!
     
  • We created exclusively dedicated practice teams as well as launched new ones, such as Disputes and Energy.
     
  • We obtained licenses, permits and helped set up financial institutions, telecom operators, security firms, and airlines.
     
  • We built on our expertise acting for the Government in the petroleum products sector, our Energy Team was the obvious choice for additional engagements in fuel and fuel infrastructure in 2016.
     
  • We continue to have the confidence of the Government who engages us in a number of transactions in energy, transport, and telecom.

You can download the full report here

 
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RECENT VDB LOI WORK
  • Real estate acquisition: An Asian investor is acquiring a large stake in a mixed use real estate project which is currently under construction. We advise on the documentation of the purchase and we perform due diligence on the target.
     
  • Series of solar medium sized projects: Our Energy team is assisting the foreign developer of solar projects with the early stages of a number of sites in Myanmar.
     
  • Oil and gas services tax dispute: Our Tax team is assisting an oilfield service provider with a tax audit, protecting the client from a disputed tax claim.
     
  • Real estate structure setup: A foreign real estate developer is looking to create a structure for a residential development in joint venture with local owners. Our Infrastructure Real Estate Team explores structuring options.
     
  • Telecom AS License application: For an overseas operator, we are preparing an application for an AS telecom license.
     
  • Going for an NS license: A large Asian player in the TMT space has engaged our telecom team to obtain an NS license to suit their future plans in Myanmar.
     
  • Debtor pays up: Our Disputes team has successfully closed a commercial litigation after the debtor paid up to settle the case.
     
 
OUR UPCOMING EVENTS
  • Joint Ventures in the Insurance Sector
    13 Dec, 2017, Yangon, Myanmar
    register
     
  • From MOA to Constitution: What All Existing Companies Should Do to Get in Line with the 2017 Companies Law
    15 Dec, 2017, Yangon, Myanmar
    register
     
  • Corporate M&A: The New M&A Opportunities in Myanmar following the 2017 Companies Law
    20 Dec, 2017, Yangon, Myanmar
    register
     
  • A Banker’s Guide to the New Companies Law
    24 Jan, 2017, Yangon, Myanmar
    register
     
  • Cashing In: New Mechanisms for Direct and Indirect Cash Extraction
    Post 2017 Companies Law

    Date to be advised, Yangon, Myanmar
    register
     
 
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