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How the New Companies Law Affects Group Financing Transactions

September 30, 2018

Myanmar Companies Law 2017 (“MCL”) has introduced a special corporate approval procedure for “related party transactions” into the Myanmar legal system. While such type of transactions are often subject to particular scrutiny under corporate governance laws in many jurisdictions, there are a number of peculiarities to be followed under the MCL, and they are summarised below.

Highlights of this note

What can be a related party transaction
Approval procedure
Loan or guarantee to a holding or sister company
Loan or guarantee for a company with the same director
Practical observations and recommendations

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AUTHORS

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.
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Maxim Kobzev
Senior Legal Counsel

Maxim is counsel with VDB Loi finance team. His practice focuses on cross-border and local project financings, corporate loans, pre-export facilities and restructurings. Maxim advises both borrowers and lenders, commercial banks, corporations and development institutions with particular focus on complex projects in the banking, infrastructure, oil & gas, mining and metals and manufacturing sectors and transactions in the emerging markets.

KEYWORDS

Company Registration, Foreign investment, Foreign Investment Law, Myanmar Companies Law ("MCL"), Myanmar Companies Regulations 2018, Myanmar Investment Law (MIL)

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