Home » Event » Transferring Shares and Hot M&A Issues in Cambodia, Laos, Myanmar and Vietnam: Offshore Indirect Transfers, Capital Gains, Registering Share Transfers (Live Webinar)

Transferring Shares and Hot M&A Issues in Cambodia, Laos, Myanmar and Vietnam: Offshore Indirect Transfers, Capital Gains, Registering Share Transfers (Live Webinar)

Some of Southeast Asia’s most dynamic markets from an M&A perspective are also the most unpredictable when it comes to tax treatment and regulatory requirements. Take for example, offshore indirect transfers (“OITs”), where a foreign SPV that owns 100% of a local subsidiary is bought or sold. Does that widespread practice trigger local taxes, approvals, and registrations? How about share transfers that are executed in counterparts overseas, thanks to COVID-19 restrictions. How long does it take before the ownership actually changes in the local company’s country authority? These and other hot, practical issues are the subject of our short briefing by VDB Loi experts. We share our case studies, our war stories, and point out the best way to plan your next M&A transaction in the region.


  • Cambodia has a new capital gains tax going into effect next year. Why you may already be trapped.
  • The new 2% Laos tax on transferring shares: Does it apply to everyone?
  • Are local investment approvals required if you sell the holding company?
  • Key takeaways when selling shares in a Myanmar company
  • Vietnam taxes OITs: Do the tax treaties exempt you anyway?
  • A long, long time between signing the deal and registering the share transfer: how to mitigate that risk
  • Post-deal disputes on capital gains tax calculation: how they can play out in reality


01:00 pm – 02:00pm
(Phnom Penh)
02:00 pm – 02:15 pm
(Phnom Penh)


Edwin Vanderbruggen
Senior Partner

Edwin is the senior partner of VDB Loi and a leading foreign legal advisor living in Myanmar since 2012. A frequent advisor to the Government on transactions and privatizations in energy, transportation and telecom, he is widely recognized for his “vast knowledge” (Legal 500) and his ability “to get difficult things through the bureaucracy ” (Chambers, 2016). He advises international financial institutions on their largest Myanmar transactions, oil and gas supermajors, a greenfield multi- billion US$ telecom project and the Japanese Government on the Thilawa SEZ. He assisted two newly licensed foreign banks setup in Myanmar, acted for the sponsor of an 800MUS$ urban infrastructure PPP project and worked on 6 out of 7 power deals inked in 2016.

Daodeuane Duangdara

Daodeuane is regarded as one of Laos’s most experienced and knowledgeable tax advisers. She has over 20 years of experience, including leading the tax team at PwC in Laos, and prior to that, working at a top regional law firm.

Daodeuane has provided tax and legal advisory services to a large number of multinational and local firms in Laos across a wide range of sectors, including mining, hydropower, gas exploration and banking, and has formed excellent working relationships with the government authorities in Laos – in particular with the Tax Department.

With a Bachelor’s in Education from the National University of Laos and a Diploma in Business Administration and Accounting, Daodeuane leads our very experienced tax team and has extensive knowledge with regard to tax and legal advice, tax compliance, tax planning and structuring, tax and legal due diligence, acquisitions and mergers, and corporate and investment advisory.

Sivila Khim

An ACCA-qualified adviser, Sivila is an expert in Cambodian taxation with over 10 years of tax consulting experience, including several years with Big 4 firm KPMG.

At VDB Loi, he advises on tax structuring, disputes, and controversy, and conducts tax due diligence for clients across a range of industry sectors, including financial services, telecommunications, real estate, and garment manufacturing.

Sivila is also an associate member of the Kampuchea Institute of Certified Public Accountants and Auditors (KICPAA).

Thuan Pham

Thuan is an experienced tax and accounting adviser with over 15 years of work experience. He has advised on the tax implications of large construction and engineering projects, major acquisitions, and on several highly publicized real estate developments in Vietnam, Cambodia, Laos, and Myanmar. Thuan has assisted property funds with their divestiture in Vietnam and advised multinationals on their corporate restructuring projects. He oversaw the team that reorganized the supply chain for a cosmetic multinational in Vietnam, including customs duty aspects. He specializes in corporate tax strategies for multinationals, banks and investment funds.

Ngwe Lin Myat Chit

Ngwe Lin has a master's degree in finance from Umea University in Sweden and a bachelor's degree in commerce from the University of Newcastle in Australia. She has extensive experience advising multinational clients in a wide range of industries in terms of tax structuring, cross-border tax issues, tax disputes, and tax compliance matters. She has also advised an impressive list of oil and gas supermajors and IPPs on the tax structuring of their energy projects in Myanmar and has assisted on various tax dispute cases in the oil and gas sectors.

Mariza Ung

Mariza is an experienced legal adviser, providing due diligence and structuring services to clients in a range of industry sectors. She is particularly known for her deep knowledge in regulatory aspects in real estate, construction, industry including the regulatory aspects of large project transactions, such as land issues, licensing, and factory and environmental approvals. Furthermore, she is an outstanding expert in land issues. She has worked on some of the largest energy and infrastructure projects in the country such as solar plants, industrial zones and island resorts.

Register for the Event


June 8, 2021
Phnom Penh: 1:00pm | Yangon: 12.30pm | Bangkok: 1.00pm | Singapore, Hong Kong, Malaysia: 2.00pm | Seoul, Tokyo: 3.00pm | London:7.00am | Amsterdam, Paris: 8.00am
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