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AUSTRALIA | CAMBODIA | INDONESIA | LAOS | MALAYSIA | MYANMAR | SINGAPORE | THAILAND | VIETNAM

AUSTRALIA | CAMBODIA | INDONESIA | LAOS | MALAYSIA | MYANMAR | SINGAPORE | THAILAND | VIETNAM. Managing Risk (Cambodia) Structuring and Disputes Matthew Rendall SokSiphana&associates (a member of ZICOlaw ) 19 February 2014.

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AUSTRALIA | CAMBODIA | INDONESIA | LAOS | MALAYSIA | MYANMAR | SINGAPORE | THAILAND | VIETNAM

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  1. AUSTRALIA | CAMBODIA | INDONESIA | LAOS | MALAYSIA | MYANMAR | SINGAPORE | THAILAND | VIETNAM

  2. Managing Risk (Cambodia) Structuring and Disputes Matthew RendallSokSiphana&associates(a member of ZICOlaw) 19 February 2014 AUSTRALIA | CAMBODIA | INDONESIA | MALAYSIA | MYANMAR | SINGAPORE | THAILAND | VIETNAM

  3. Acquisition structuring to lessen risk • Establishing a Co. • 100% foreign ownership is permitted • Target Co • DD very important but somewhat difficult due to current practices of government institutions • So, wherever possible establish a New Co • QIP Co. • Projects registered with CDC for investment privileges. • Incoming buyer is made liable for all past and present obligations of the outgoing owners • Transfer project rather than buy the company.

  4. ..continued • JV Partner Co. • Not required by law (except with regard to land ownership) • if land is required either • Long term lease • Land holding company (with different class shares and forward lease to separate 100% owned operating company) • Use of nominees • No advantage at law • Where local knowledge is required then hire rather than JV

  5. Dispute Resolution Three venues • Courts • Poor capacity of judges • Lack of training/understanding of complex issues • Corruption issues • Political • Financial • National Arbitration Center • Not yet established • Lack of foreign arbitrators • Arbitrators all inexperienced. • LaborArbitrationcouncil • Only labor disputes

  6. Foreign Arbitration • Permitted under Cambodian law • Signatory to the New York Convention • Recognized under Cambodian Civil Code • Preferred choice of foreign investors • Although Government tends not to allow foreign dispute resolution clauses in its contracts / licenses • Enforcement • Requires Cambodian court • Largely untested • Limited experience indicates that courts may revisit issues • not unconditionally issue enforcement orders • refuse to recognize foreign arbitration clause in contracts • Caltex case

  7. Most importantly…don‘t avoid the rules.. • Despite conventional wisdom Cambodia is a country of laws • Laws will be enforced against foreign investors • Avoid following advice of local agents/consultants who suggest to 'cut corners’ or ignore certain requirements (on the basis that local investors do so or certain laws are not implemented) • This is the PRIMARY reason for investments failing or running into problems

  8. Contact Details Matthew Rendall Partner Tel : +855 23 999 878 Email : matthew.rendall@zicolaw.com SokSiphana&associates a member of ZICOlaw No 45 Street 355z First Floor SangkatBoeungKak 1 Khan TuolKork Phnom Penh 12151 Kingdom of Cambodia.

  9. www.zicolaw.com AUSTRALIA | CAMBODIA | INDONEIA | LAOS | MALAYSIA | MYANMAR |SINGAPORE | THAILAND | VIETNAM

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