Real estate and Infrastructure law, CNC’s Core Area of Practice
Specializing in a particular sector, like real estate and infrastructure law to assist project stakeholders, especially those who devote their energy, money, and efforts toward developing real estate, infrastructure, and renewable energy projects means a lot to CNC and it is our expertise.
In fact, since our inception in 2013, CNC has defined Real Estate and Infrastructure Law and has made them our key areas of practice.
We pride ourselves to be a true and the leading boutique property law firm that exclusively offers real estate and infrastructure legal services to employers, investors, state-owned companies, and related entities. That makes us uniquely stand-out from the rest different to the rest of the world.
Real estate and Infrastructure law is challenging
Developing a real estate project, an infrastructure project, or an energy project of any size is particularly challenging to all investors, employers, and project developers in Vietnam.
Regardless of whether those investors, employers, and project developers are private, state-owned companies, or even competent authorities, they will all find it challenging to navigate through the complicated laws and regulations on various aspects.
Investment procedures, land acquisitions and resettlement, and project funding, to construction, and/or operation of those real estate, infrastructure, or energy projects are those notable challenges that all project stakeholders encounter.
Our Areas of Practice
On a typical day, our lawyers engage themselves in
This offers a wide range of services. Specifically, our lawyers are able to:
- Project Company Incorporation
- Shares Purchase Agreement
- Streaming capital investments and injection
- Amending project licenses and Other Licensing Services
- Appraisal of Project Investment
- Recognizing and Obtaining Land Use Right Certificate (LURC)
- Resettlement and Compensation
- Dispute Settlements
- Off-the-plan contracts
- Deposit agreements
- Sales and purchase agreements
- Loan and other financial facilities arrangements
- Foreign loan registration
- Convertible loan agreements
- Mortgages and pledges
- Joint venture agreements
- Business cooperation agreements
- Business Operating Agreements
- Consortium Agreements
- Master/Lease Agreements
- Hotel Management Agreements
- Lease back
- Technical service agreements
- Pre-opening contracts
- Property management agreements
- Obtaining Architectural Zone Information and any amendment thereof.
- Obtaining Master Planning Approvals
- Obtaining Construction Permits
- Legal advice and Structuring deals
- Legal due diligence and Legal Appraisals
- Shares Purchase Agreements
- Project transfers
Last but not least
Last, but not least, Clients may employ CNC as their external counsel on a legal retainer services basis.
Who are our happy Clients?
Thinh Vuong Investment JSC, PVInvest, Nha Trang Bay Investment and Construction Group, Hoa Binh Construction Group JSC, Eurowindow, Madison Land, Song Living, Tran Thai Cam Ranh JSC, VNCN E&C, Serenity (Lotho), Ban Viet JSC just to name a few who have retained or are currently retaining CNC as their trustworthy legal advisors through the years.
What Makes us proud of?
Some of recognised complex disputes CNC has been engaged include:
- Advised Thinh Vuong Investment J.S.C – a member of Ben Thanh Group – on an assignment of a master lease agreement of the second largest supermarket in Vung Tau, Vietnam with hundreds of tenants and lessors in 2014. This engagement involved a contract negotiation with the lessee to assign/novate the master lease agreement to a third party on the refund of deposits and the compensation due as a result of early termination of the master lease agreement. CNC worked with Thinh Vuong to consult with all tenants to construct the best possible solution, including the discounted rates and extension of payment terms to ensure that the market remains completely occupied during the assignment.
- In a joint effort with a leading Saigon based law firm, advised the Management Authority for Urban Railways of Ho Chi Minh City (MAUR) on the preparation of tender documents for the entire MetroLine 2 in 2014. Most of the tenders were prepared for a design and build contract which differs from the terms of the FIDIC Pink Book 2010. Luckily the proposal to use FIDIC Yellow Book 1999 was heard by the donors which resulted in the amendment of the tenders thereafter.
- Advised and represented Serenity Holdings on a number of hotel management agreement forms to develop the Fusion Suites and Fusion Resorts brand, including Fusion Maia Da Dang, Fusion Suites Da Nang in late 2014 and onward. CNC’s valuable advice contributed a great part to Fusion Suites’ recent success.
- Advised and represented Nha Trang Bay investment and construction J.S.C on a hotel management agreement of the Panaroma Nha Trang project (a multi-owner property project) in 2016. This engagement placed CNC in the forefront of the lodging sectors in Vietnam as we had successfully negotiated with some of the best Managers in the region on the base fee, incentive fee, trademark, early termination and Manager’s responsibility toward losses and damages to the Hotel.
- Advised Nha Trang Bay Investment and Construction J.S.C on a mortgage agreement with a property value (including an off-the-plan-building, public facilities, and land use rights) of more than $20-million USD at Vietnam Technological and Commercial Joint Stock Bank in 2016. The success of this engagement was that the bank agreed to fund Nha Trang Bay Investment and Construction J.S.C on a shortage of working capital which resulted in the timely completion of the entire project.
- Advised Nha Trang Bay Investment and Construction J.S.C on the “off-the-plan” Sales Contract of a multi-owner condotel project in a central coastal city of Vietnam in 2015. In this engagement, CNC also advised Nha Trang Bay Investment and Construction J.S.C on the Templates of “Lease-back” Agreements of a multi-owner condotel project in a central coastal city of Vietnam. The concept of lease back, at that time, was new to even Nha Trang Bay Investment and Construction JSC, and its investors. Our team of legal experts succeeded in eliminating those investors wishing to run their own condotels and lease back to the Hotel Manager for a consistent 5-star management level.
- Prepared a set of agreement templates to acquire land for a well -known Hong-Kong based renewable energy company to develop a very large renewable energy project in the Mekong Delta region in 2020. Throughout this engagement, CNC assumed the duty to properly structure the deals – advising and persuading the Client to agree on that structure and prepared the entire handful of documents for use. The legal hurdle under this arrangement is that no one could really assure the possibility of each householder canceling their agreement without proposing a higher price for the land acquisition.
- Prepared a set of sales contracts for and assisted one of the largest project developers in Con Dao Island to sell 59 villas to a well-known broker based in Ho Chi Minh City, Vietnam in 2021. The challenge of this deal involved the project developer’s wish to sell to the broker and get paid without the necessity of working with second investors. However, the brokers opted for the project developer to held accountable to second investors for the entire structure, including those circumstances in which the broker assigned/resold those villas to second investors. Additionally, payment terms were what both parties were particularly interested in.
- Reviewed, edited and concluded an amendment to a business cooperation agreement between two project developers regarding planning changes, zoning, and pollution of an iconic resort project in 2021.
- Conducted a comprehensive review on a legal project for a Vung Tau based investor in 2022 with respect to licensing, project legalities, financing, and tax perspectives. The review helped the investors to proactively prepare plans and mitigate various risks.
- Helped a commercial bank affiliate based in Ho Chi Minh, to review a security contract and a design-build contract for a very large project in District 1, over-looking the Saigon River in 2019. Additionally, CNC advised the board of directors as to how settle an internal dispute between the governing body.
- Acted as sole legal counsel to a recognized project developer in District 1, Ho Chi Minh, Vietnam to sell a large number of resorts and villas to high class buyers, and develop a 5-star hotel with a tight schedule in 2021. The challenge of this project involved the COVID-19 pandemic reaching its peak and authorities in Ho Chi Minh and Vung Tau imposed lengthy and strict social-distancing resulting in a shortage of labor and materials along with delays in completing the project in a commercial manner.