THANATHIP & PARTNERS

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Publications

Our lawyers have contributed several articles to leading legal journals. We also periodically share some of our knowledge with our clients, or update them on topical legal issues, in the form of our “Legal Express” publication.

This will generally provide our clients with helpful information, or address more specific legal issues in the areas of securities and banking, especially those which we believe are of relevant interest to our platinum clients. Certain editions of our “Legal Express” publication have also included comments, as well as practical solutions, or suggestions from Thai authorities.

New E-meeting Law Eases Corporate Meetings
June 2020
The law on electronic meeting (e-meeting) was first introduced in Thailand in 2014 under the National Council Peace and Order No. 74/2557 (2014) Re: Electronic Meetings. However, since then hardly have we seen any company holding an e-meeting for a meeting of its BOD or shareholders primarily because such law required that (i) at least 1/3 of the quorum be physically present at the same meeting venue, and (ii) all attendees be in Thailand. These requirements made it impractical, if not impossible, for a company having a non-Thai resident BOD member(s) or shareholder(s) (e.g. joint venture companies) to benefit from the then e-meeting law. Besides, neither a circular BOD resolution, nor BOD meeting attendance by proxy, is permissible under Thai laws. Hence, corporates in Thailand were not left with much flexibility to hold a meeting of the BOD and shareholders without a physical meeting.
Electronic Signature
June 2020
An electronic signature, or e-signature, is legally recognised under Thai laws, whereby a wet ink signature is not strictly required for a valid contract. In this connection, an e-signature may be a letter, character, number, sound or any other symbol created in electronic form to identify and establish acceptance of the signatory of contents of an electronic document.
Merger Control in Thailand
June 2020
The Trade Competition Act (B.E. 2560) (2017) (the “TCA”) came into force on 5 October 2017 replacing its predecessorpredecessor, the Trade Competition Act B.E. 2542 (1999), which had been in effect for almost 20 years with questionable enforcement and effectiveness. In particular, merger control provisions under the 1999 Act have never been put into real effect due to the lack of sub-regulations to set out necessary criteria.
Thailand NVDRs
May 2020
The Office of the Securities and Exchange Commission (the “SEC”) and the Stock Exchange of Thailand (the “SET”) introduced Non-Voting Depository Receipts (“NVDRs”) in 2001 with a view to further increasing trading in Thai securities as well as addressing certain issues encountered by some investors under the Thai Trust Fund (“TTF”) scheme. For example, investors in NVDRs can now be either Thai or non-Thai.
Foreign Business Operation in Thailand
May 2020
In general, non-Thai persons have the same rights as Thai nationals to own and operate businesses in Thailand, except where specific restrictions apply. This note is principally intended to provide a general overview of such restrictions as prescribed under the Foreign Business Act B.E. 2542 (1999) (as amended) (the “FBA”) and other key legislations as well as certain practical alternative considerations.
Security Interest under Thai Laws
April 2020
Thailand adopts a civil law system similar to that of the continental Europe in that all the laws are written and embodied in codes or statutes. Thai judicial structure follows the traditional pattern of the Courts of First Instance, the Courts of Appeal and the Supreme Court. Precedent, albeit persuasive, do not establish binding principles of law but lower courts tend to follow decisions of the Supreme Court.