VDB LoiEdwin Vanderbruggen

Edwin Vanderbruggen

Edwin Vanderbruggen
Edwin Vanderbruggen
Partner
edwin@vdb-loi.com

Formerly with Loyens & Loeff and a partner at DFDL, Edwin has 21 years of experience as a legal advisor, academic, author and government consultant. He has worked in Southeast Asia for 16 years, and has five years of experience on Myanmar investment issues.

Edwin has worked on some of the largest transactions and investments in Myanmar. He advises a number of the ‘supermajors’ on oil and gas interests in Myanmar, and has acted on a farm-in by a multinational oil company. He acted from start to finish on the first western-owned power plant in Myanmar, has structured a consortium with multinational telecom operators for a bid on a nationwide telecom license, and advised state-owned bidders on the construction and operation of the new Hanthawaddy International Airport in Yangon. He lives full-time in Yangon.

Edwin has taught international tax law at six different universities in Europe and Asia, including delivering a number of lectures at the prestigious International Tax Center in Leyden. He has published seven textbooks and over 40 scholarly articles, some winning scientific awards. He was an advisor to the Minister of Economy and Finance of Cambodia, provided training on tax issues to government officials in a number of Southeast Asian countries, and has supplied expert testimony to tax courts on tax treaty interpretation. Edwin has consulted for the World Bank and the ADB on tax policy and administration.

He has won recognition for his outstanding practice in Myanmar, including “Leading Advisor” and “M&A Lawyer of the Year”.

Edwin is accredited for Income Tax Advisory by the Singapore Institute of Accredited Tax Professionals (SIATP).

AREAS OF PRACTICE

Tax and legal advisory


EDUCATIONAL ATTAINMENT

  • 1992 Bachelor of Laws, LL.B (Licenciaat in de Rechtsgeleerdheid) University of Antwerp, Belgium
  • 1994 Master of Laws, LL.M (Bijzonder Licenciaat in Bedrijfsrecht en Fiscaal Recht) Thesis: “Do Domestic Anti-Avoidance Measures Interfere with International Tax Law?” (published and awarded) Free University of Brussels, Belgium
  • In process – Doctoral Thesis (in Law): The International Protection of Investors under Bilateral Investment Treaties in Matters of Taxation and Tax Administration

PROFESSIONAL EMPLOYMENT HISTORY

  • VDB Loi
(March 2012 to Present)
Partner
  • DFDL MEKONG, Ho Chi Minh City, Vietnam
(2007 – 2012)
Partner; Managing Director, Tax & Customs Practice Group
  • MINISTRY OF ECONOMY AND FINANCE, Phnom Penh, Cambodia
(2006 – 2007)
Advisor to Tax Department Direction
  • ASIA PACIFIC TAX CONSULTANTS, S.E. Asian Region
(1997 – 2006)
Partner/Tax Lawyer
  • SNGI/GROUPE SUEZ, Paris, France
(1994 – 1997)
Director, Tax Engineering
  • LOYENS & VOLKMAARS, Antwerp, Belgium
(1991 – 1994)
Lawyer International Tax Law
  • COMIRA, Antwerp, Belgium
(1989 – 1991)
Legal Advisor

TEACHING EXPERIENCE

INSTITUTE PROGRAM YEAR(S)
CFVG – National University of Economics (Vietnam) Master of Business Administration 2006 – 2007
Royal University of Law and Economics (Cambodia) Master in International Business Law 2004 – 2005
ITC – Leyden University (The Netherlands) Master in International Tax Law (two lectures) 2003 – 2004
Chulalongkorn University (Thailand) Master in International Business Law 2002 – 2005
IPO – Ufsia University (Belgium) Master in International Tax Law 1992 – 1995
Handelshoge School University (Belgium) Bachelor in Commercial and Diplomatic Relations 1992 – 1994

DETAILS OF MAJOR PROJECTS UNDERTAKEN

MYANMAR

  • Advisory for three of the ‘supermajors’ on their acquisitions of oil and gas interests in Myanmar
  • Acted for a foreign-state-owned airport operator on its bid for the new Yangon International Airportumentation
  • Acted for a foreign telecom operator on its multibillion dolar investment in Myanmar
  • Advisory for a major Australian oil company on its farm-in into Myanmar
  • Advisory for leading oilfield services companies regarding the legal and tax regime for drilling projects, lease of equipment and seismological services in Myanmar
  • Acted for a Fortune 500 corporation in the tobacco industry with respect to its investment in Myanmar
  • Acted for the SGX-listed developer of a major township in Myanmar
  • Legal and tax advisory for a cluster of gas-fired power plants in Myanmar, including on licensing, corporate structure, tax structure and contractual documentation
  • Advisory for a multinational provider of telecommunications systems on its market entry into Myanmar
  • Acted for a multinational manufacturer of electronic products on its market entry into Myanmar

CAMBODIA

  • Acquisition of a US$425M participation in a major telecommunication company, including regional tax structuring
  • Tax-efficient structuring of a US$250M complex casino, hotel and tourism resort
  • Merger of two telecommunications companies in Cambodia, tax structuring of the asset divestiture
  • Divestiture of real estate assets of a listed property fund, legal and tax aspects
  • Joint venture structure between a listed casino operator and a major property developer
  • Tax structuring for a private equity fund
  • Tax and legal advisory for the IPO of a major group of garment manufacturers

VIETNAM

  • Tax-efficient structuring of a US$300M complex hotel and tourism resort
  • Tax advice on a US$4.2B petrochemical plant
  • Tax due diligence of a group of six real estate companies for acquisition by a listed equity fund
  • Tax advice on loan restructuring for a French bank
  • Tax structuring for a US$200M power plant of a listed power producer
  • Transfer pricing advisory services for multinationals in the financial services sector, real estate development, and the manufacturing sector
  • Tax structuring advice for engineering services to a public infrastructure project
  • Pre-listing tax restructuring of a large consumer group

LAOS

  • Tax structuring advice for engineering services to a mining project
  • Tax dispute assistance for a telecommunications company
  • Tax dispute assistance for a multinational in mineral extraction
  • Tax structuring of the market entry of a multinational bank
  • Legal and tax structure of a hospitality project
  • Tax advisory in relation to the acquisition of a telecommunications company

OTHER COUNTRIES IN SOUTHEAST ASIA

  • Singapore tax structure for a regional holding vehicle of a gaming enterprise
  • Singapore tax structure for a regional holding vehicle of a multinational in petrochemicals
  • Advice on filing restated corporate income tax returns, tax dispute in Singapore
  • Transfer pricing analysis and justification for multinational corporations, including energy and engineering sectors covering Thailand and Indonesia
  • VAT and corporate income tax implications and optimization for income derived from the construction and installation of a power plant project in Thailand (for a European multinational engineering company)
  • Tax optimization of oil and gas operations on the continental shelf of Thailand/Cambodia/Malaysia (for a US oil company)
  • Tax aspects of expatriate remuneration and special purpose employment vehicles in Thailand/Singapore/Hong Kong (for a US soft drink owner)
  • Tax and customs duty aspects of an electric power project in Thailand
  • Optimization of income derived from leasing equipment (for an Australian oil contractor)
  • Tax due diligence of banks, multinational enterprises, airlines, real estate investment funds, and energy/infrastructure corporations
  • Defense in tax and customs disputes (administrative phase and judicial) for various multinational enterprises in Thailand
  • Transfer pricing analysis and defense for a multinational telecommunication company in Indonesia

GOVERNMENT CONSULTING PROJECTS

MYANMAR
Assistance and Advice – Ministry of Commerce (2013)
Assistance and advice on anti-dumping (in collaboration with international law firm Shearman & Sterling).
Training and Assistance – Ministry of Finance and Revenue (2013)
Training and assistance to the Customs Department on customs duty valuation and post-clearance audits.
Training and Assistance – Ministry of Finance and Revenue (2012)
Training and assistance to the Internal Revenue Department on income tax, DTAs, tax compliance and other tax issues.
Research and Training – Ministry of Energy (2012)
Assistance with research of production sharing contracts for onshore and offshore oil and gas exploration and production. Training to the Energy Planning Department: “PSC Features for Offshore Petroleum Exploration: Comparison of Cambodia, Indonesia, Myanmar and Vietnam”
CAMBODIA
Policy Evaluation – Taxation Department (2006)
“Tax on Profit for Capital Gains realized by Physical Persons (Financial Act 2007)”: policy evaluation, drafting of law, drafting of regulation, discussions with Senior Minister and Tax Department Direction.
Drafting Model Double Tax Agreement (2006)
“Cambodia Model Double Taxation Agreement”: research and drafting of model agreement for future treaty negotiations, training of taskforce, comparative analyses of policy objectives, reports to Senior Minister and Tax Department.
VIETNAM
Training Project – Vietnam Government (2006)
“International Dispute Resolution, Investment Arbitration and WTO law” Training Project, Ministry of Trade/Ministry of Commerce by CFVG National University of Economics (Vietnam)
THAILAND
Training Project – Thai Revenue Department (2003-2004)
“Detecting and Assessing International Tax Avoidance and Evasion” Training Project, Thai Revenue Department 2003-2004
Project – World Bank (2002)
“Suggestions for Tax Law Reform Thailand” World Bank (Economic Monitor)

PROFESSIONAL PUBLICATIONS

Edwin has authored seven textbooks on international and Asian taxation and international law including:
“Thailand’s Double Taxation Agreements” (ISBN 974-203-159-2) “Current Trends in Asian and International Business Taxation” (ISBN 974-203-073-1)
“Above and Beyond the Treaty: Essays on the International Legal and Institutional Structure of Double Taxation Agreements” (ISBN974-91981-6-6) “The Law and Practice of Transfer Pricing in Thailand” (ISBN 974-92532-7-2)
“Tax in Cambodia”: A Practical Guide for Your Business (ISBN 978-999-636-060-2) “Above and Beyond the Treaty: Essays on the International Legal and Institutional Structure of Double Taxation Agreements (2nd Revised Edition)” (ISBN 9-789996-360664)
“Vietnam Taxation of Permanent Establishments and the Foreign Contractor Tax: Source Taxation of Business, Construction and Services under Double Taxation Agreements (ISBN 9-789996-370700)
Furthermore, Edwin has published over 40 major contributions in international tax and legal journals. Some examples:

  • “Source Taxation of Consideration for Technical Services and Know-How with Particular Reference to the Treaty Policy of China, India and Thailand”, Asia-Pacific Tax Bulletin.
  • “About the Deductibility of Head Office Expenses: A Commentary on Art. 7(3) of the OECD Model, the UN Model and Alternative Provisions Adopted in Tax Treaty Practice” Intertax
  • “AFTA Based Customs Duty Planning”, Asia-Pacific Tax Bulletin
  • “Salient Features of the ASEAN Model Tax Treaty”, Tax Notes International
  • “The Principle of Good Faith and Double Taxation Agreements”, British Tax Review
  • “Unless the Vienna Convention Requires Otherwise”, European Taxation

LANGUAGES
Edwin speaks English, Dutch and French and is conversant in Thai and German.

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