Manfred Otto

Manfred Otto: Attorney with Duane Morris Vietnam LLC
  • Senior Associate at Duane Morris Vietnam LLC (650 Attorneys)
  • Suite 1503/04, Saigon Tower, 29 Le Duan Street, District 1, Ho Chi Minh City, Vietnam 19103
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Biography

Manfred Otto advises clients on international corporate and commercial matters in Southeast Asia, including incorporation, joint ventures, cross-border M&A, securities and intellectual property transactions.

Based in Ho Chi Minh City, Mr. Otto is head of the firm's Japan Practice in Vietnam. He is Vice Chair of EuroCham's Green Growth Sector Committee and member of the Vietnam Business Forum (VBF) Committee of the Japanese Business Association of Ho Chi Minh City.

An attorney qualified in New York and in Vietnam as a registered foreign lawyer, he has lived in Asia for more than 15 years and worked in New York, London and Tokyo. He is fluent in English, German and Japanese.

Experience

Matters

•Acted for a European private equity fund on the acquisition of primary and secondary shares of a major Vietnamese private dental and health care services company.
•Advised a Japanese engineering, procurement, and construction (EPC) company on bidding laws with respect to a US$200 million water treatment project in the south of Vietnam.
•Advised a U.S. investment firm with over US$750 billion in assets under management on the mechanism and regulations pertaining to off-exchange transactions of listed companies in Vietnam.
•Advised a European private equity fund on the multimillion-dollar acquisition of a significant stake in a Vietnamese restaurants and coffee shop chain business.
•Advised a major Japanese industrial and engineering corporation on licensing, negotiations and contracts for the first US$70 million waste-to-energy power plant project in Vietnam.
•Supported a Japanese automotive corporation in an ICC arbitration in London against Volkswagen in a contract dispute involving a multi-billion euro cross-shareholding.

Speaker

• Equitisation and M&A of Vietnam’s State-Owned Enterprises [betonamu kokuyukigyo no kabushika to M&A], Duane Morris & Selvam and Kroll, Singapore, July 2017
• Vietnam M&A Procedures and Corporate Governance in Practice [betonamu M ando A tetsuzuki to co-pore-to gabanansu no jitsumu], Hitotsubashi University ICS, Tokyo, October 2016
• Vietnam Economy and Investment Seminar - Easing of Foreign Ownership Ratios in Vietnamese Stocks and Accelerated M&A Procedures [betonamu keizai toushi semina-, betonamu kabushiki no gaikokujin hoyuuhiritsu kisei kanwa, M&A tetsuzuki no sokushin], Daiwa Securities Group Inc., Tokyo, November 2015
• Vietnam Law Seminar - License Agreements - Reality and Things to Keep in Mind [betonamu houmu semina- raisensu keiyaku no jittai to ryuiten], Ministry of Economy, Trade and Industry of Japan, Chubu Central Region, Nagoya, October 2015
• Negotiating Transnational Agreements, Royal Melbourne Institute of Technology, Ho Chi Minh City, December 2014

In the News

•Quoted in Vietnam Lifts Ownership Shackles on Listed Stocks, GlobalCapital/ASIAMONEY, July 2, 2015
•Quoted in Vietnam Rejigs M&A Rules to Woo Investment, GlobalCapital/ASIAMONEY, February 19, 2015
•Featured in Meeting in Asia: A Bridge to Japan, My Destiny, [ajia de au: nihon to no kakehashi, sore ha unmei], The Daily NNA, November 13, 2014
•Quoted in Vietnam Blows Hot and Cold Over Intellectual Property, Nikkei Asian Review, July 22, 2014

Experience

•Duane Morris Vietnam LLC
- Senior Associate, 2016-present
- Associate, 2013-2016
•Debevoise & Plimpton LLP,
Latham & Watkins LLP,
Morgan, Lewis & Bockius LLP,
UBIC, Inc.
- Contract Attorney, 2009-2013
•Koei Co., Ltd. (now Tecmo Koei Holdings Ltd.)
- Game Planner, 2004-2007
•Sony Computer Entertainment Inc.
- Language Specialist, 2002-2004

Publications and Speaking Engagements

Selected Publications

•Contributor, Duane Morris Vietnam Blog
•Co-author, Whitebook 2017, Chapter 2 on Energy and Electricity and Chapter 3 on Green Growth, EuroCham Vietnam, March 2, 2017
•Co-author, Whitebook 2016, Overview of Foreign Direct Investment and Chapter 2 on Energy and Electricity, EuroCham Vietnam, March 2, 2016
•Author, Japan Releases TPP Details - Vietnam to Abolish Tariffs and Economic Needs Test, Duane Morris Vietnam Blog, October 30, 2015
•Quoted in Vietnam Lifts Ownership Shackles on Listed Stocks, GlobalCapital/ASIAMONEY, July 2, 2015
•Co-author, What's a Controlling Stake in a Vietnamese Company? Watch the New Voting Thresholds!, Duane Morris Vietnam Blog, June 17, 2015
•Co-author, Vietnam - Refinancing a Domestic Loan with an Offshore Loan?, Duane Morris Vietnam Blog, June 16, 2015
•Quoted in Vietnam Rejigs M&A Rules to Woo Investment, GlobalCapital/ASIAMONEY, February 19, 2015
•Author, Vietnam's New Investment Law Paves the Way for More M&A - No More Investment Certificates ! Duane Morris Blog, February 9, 2015
•Author, New PPP Decree - Coming Soon: Enhanced Legal Framework for Infrastructure Projects in Vietnam, Duane Morris Blog, November 27, 2014
•Featured in Meeting in Asia: A Bridge to Japan, My Destiny, [ajia de au: nihon to no kakehashi, sore ha unmei], The Daily NNA, November 13, 2014
•Author, Get ready, Vietnam's Restaurants Open to 100% Foreign Ownership, Duane Morris Blog, October 24, 2014
•Quoted in Vietnam Blows Hot and Cold Over Intellectual Property, Nikkei Asian Review, July 22, 2014
•Co-author, Vietnam Work Permit Update: Experience Requirements to be Optional for Experts, Technicians and Teachers, Duane Morris Blog, July 11, 2014
•Co-author, Ground-Breaking Feed-In Tariff for Waste-To-Energy Projects in Vietnam, Duane Morris Blog, June 20, 2014
•Co-author, Facilitation Payments - Bribery in Vietnam Risks High Penalties Worldwide, Duane Morris Blog, April 4, 2014
•Author, Vietnam Opens Logistics Sector to Foreign Investors. . . , Duane Morris Blog, January 28, 2014
•Co-author, Can a 100% foreign-owned manufacturer in Vietnam add 'import and export' as a business line?, Duane Morris Blog, January 22, 2014
•Co-author, New Work Permit (Re)Issuance Requirements in Vietnam, Duane Morris Blog, December 16, 2013
•Co-author, Undermining SSC discretion - Turning public companies private, Duane Morris Blog, November 26, 2013
•Author, Leaked TPP - Vietnam unwilling to strengthen enforcement of intellectual property rights, Duane Morris Blog, November 20, 2013

Selected Speaking Engagements

• Equitisation and M&A of Vietnam's State-Owned Enterprises [betonamu kokuyukigyo no kabushika to M&A], Duane Morris & Selvam and Kroll, Singapore, July 2017
• Vietnams' New Solar Feed-in Tariff - Opportunities and Challenges, EU-Vietnam Business Network, Speaker, Ho Chi Minh City, May 2017
• Investment and Legal Practice: Vietnam Restaurant Chains - Franchising, 100% Foreign Ownership, M&A [betonamu he no gaishoku che-n no tenkai houjitumu: resutoran no furanchaizu, dokushi, M ando A], Hitotsubashi University ICS, Guest Lecturer, Tokyo, April 2017
• Southeast Asia (Vietnam) Food Business Investment Seminar [tounan ajia (betonamu) gaishoku jigyou toushi semina-], Hannan University, Guest Lecturer, Osaka, April 2017
• Risk Management for In-House Counsel: Handling Cross-Border Contracts, In-house Counsel Congress, Speaker, Ho Chi Minh City, April 2017
• Regulatory framework for PPPs in Vietnam, Australian Water Association, Vietwater, Speaker, November 2016
• Vietnam M&A Procedures and Corporate Governance in Practice [betonamu M ando A tetsuzuki to co-pore-to gabanansu no jitsumu], Hitotsubashi University ICS, Guest Lecturer, Tokyo, October 2016
• Overseas Environmental Business - Approach to Vietnam [kaigai kankyo bijinesu - betonamu tenkai ni mukete], Japan External Trade Organization and Ministry of Economy, Trade and Industry of Japan, Chubu Central Region, Speaker, Nagoya, October 2016
• Investing in Restaurants in Singapore, Vietnam and Myanmar: How Investors Can Establish and Invest in Restaurant Chains, Franchises and Other Arrangements, Singapore Business Federation, Speaker, Singapore, August 2016
• New Anti-Corruption Laws and the Changing Business Culture in Vietnam and Myanmar: How to Protect Your Company From Unintentional Violations of Anti-Corruption Laws, Duane Morris & Selvam, Speaker, Singapore, August 2016
• Managing Risks to Renewable Energy Off-Takers, Asia LEDS Partnership Regional Workshop on Mechanisms that Catalyze Finance for Grid-Connected Clean Energy in Asia, Speaker, Hanoi, July 2016
• Vietnam: Risks and Opportunities in Asia's Next Emerging Market, Kroll Webinar, Presenter, May 11, 2016
• Compliance and Risks of Nominee Companies in Vietnam [betonamu ni okeru nomini- kigyou no conpuraiansu to risuku], Hitotsubashi University ICS, Guest Lecturer, Tokyo, April 2016
• Employing Foreigners in Vietnam: Taxes, Work permits and banking issues, Australian Chamber of Commerce, Speaker, Ho Chi Minh City, April 2016
• Issues, Difficulties and Solution of Japanese Businesses in Asia [ajia de bijiness wo itonamu nikkei kigyou ga tateteiru kadai, mondai to sono kaiketsusaku], Duane Morris & Selvam, Roundtable Moderator, Singapore, January 2016
• Clearing Hurdles for a More Open Market Economy: Who wants and can have 100-percent foreign ownership? Trans-Pacific Partnership: Homogeneous rules and humongous trade deal? Duane Morris Vietnam and Mazars Vietnam, Speaker, Ho Chi Minh City, December 2015
• Vietnam Economy and Investment Seminar - Easing of Foreign Ownership Ratios in Vietnamese Stocks and Accelerated M&A Procedures [betonamu keizai toushi semina-, betonamu kabushiki no gaikokujin hoyuuhiritsu kisei kanwa, M&A tetsuzuki no sokushin], Daiwa Securities Group Inc., Speaker, Tokyo, November 2015
• Environmental Business in Vietnam - Recent Developments and Outlook [betonamu ni okeru kankyou bijinesu, saikin no ugoki to kongo no tenbou], Global Environment Centre Foundation (GEC), Networking Cafe at Vietwater 2015, Speaker, Hanoi, November 2015
• Establishing a Restaurant Chain in Vietnam [betonamu de no gaishoku che-n no setsuritsu ni tsuite], Asia Food Business Association, Speaker, Tokyo, October 2015
• Vietnam Law Seminar - License Agreements - Reality and Things to Keep in Mind [betonamu houmu semina- raisensu keiyaku no jittai to ryuiten], Ministry of Economy, Trade and Industry of Japan, Chubu Central Region, Speaker, Nagoya, October 2015
• Doing Business in Vietnam: Vietnam Welcomes Investors with Law Changes: Up to 100% Foreign Shareholding - The Turn of the Public Company, Duane Morris, Speaker, Singapore, October 2015
• 100% Foreign Ownership of Public Companies in Vietnam [betonamu no koukaigaisha - gaikokujin toushika no kabushiki hoyuuritsu ga 100% ni!], Japan Circle, Speaker, Ho Chi Minh City, August 2015
• Developing Environment and Resources Projects in Vietnam [kankyou shigen purojekuto no betonamu tenkai houhou], Department of Resources, Energy, and Environment, Central Japan, Ministry of Economy, Trade and Industry, Lecturer, Nagoya, June 2015
• Vietnam M&A Trends and Outlook - Removing Entry Barriers [betonamu M&A no saishin doukou to kongo no tembou - sannyuu shouheki no jokyo] Duane Morris & Selvam LLP, Speaker, Singapore, May 2015
• Vietnam's New PPP Decree - What are the challenges and the vision of the private sector? Delegation of the European Union to Vietnam and Ministry of Industry and Trade Inception Workshop on EU Support to the Development of Sustainable Energy in Vietnam, Speaker, Hanoi, April 2015
• Negotiating Transnational Agreements, Royal Melbourne Institute of Technology, Guest Speaker, Ho Chi Minh City, December 2014
• Water Projects and Vietnam's Draft New Public-Private Partnership Regulations, Financing for Water Business in Vietnam - Challenges and Opportunities, Vietwater 2014, UBM, Speaker, Ho Chi Minh City, November 2014
• Q&A on Labor Law Practice [roudouhou jitumu no Q&A], Ascendas-Protrade Singapore Tech Park, Speaker, Binh Duong, September 2014
• Investment in Vietnam [betonamu he no toushi], Japan Circle, Speaker, Yokohama, September 2014
• Labor Law Points to Remember - Vietnam Practical Guide [koko dake ha osaeteokitai roudouhou - betonamu jissenhen], CROSSCOOP Vietnam, Speaker, Ho Chi Minh City, September 2014
• Vietnam's Labor Law and Work Permits [betonamu no roudouhou oyobi wa-ku pa-mitto], Kizuna JV, Speaker, Long An, August 2014
• Comparison of the Investment Environment in Southeast Asian Countries [tounan asia shokoku no toushi kankyou hikaku], UB International, Speaker, Ho Chi Minh City, June 2014
• Key Developments: Compliance and Labor Laws in Vietnam, Duane Morris & Selvam LLP, Speaker, Singapore, May 2014
• How to Invest in Offshore Real Estate? - Legal Solutions for Vietnam, Global Corporate Partners, Speaker, Ho Chi Minh City, May 2014
• Regulatory Framework for Wind Power Projects in Vietnam, TuV SuD Vietnam, Speaker, Ho Chi Minh City, April 2014
• Compliance in Vietnam: a Regulatory Perspective, ASIAN-MENA Counsel In-House Congress, Speaker, Ho Chi Minh City, April 2014
• 2-Credit MCLE Event - Current Legal Issues in Vietnam, Temple University Beasley School of Law, Special Guest Speaker, Tokyo, March 2014
• New Labor Law Regulations [shin rodoho kisei], Japanese Business Association Danang, Speaker, Danang, February 2014
• The Recognition and Enforcement of Foreign Arbitral Awards, The Role of Vietnamese Lawyers in International Law Firms, Kobe University, University of Economics and Law, VNU-HCMC, Guest Speaker, Ho Chi Minh City, December 2013
• Costs, Preferential Treatment and Risks - Comparison of Southeast Asian Economies, Orissa International, Speaker, Ho Chi Minh City, November 2013
• From the Front Lines of Labor Law [rodoho no saizensen], Long Hau Industrial Park, Speaker, Long An, November 2013
• Vietnam FDI and Banks since 2008, New York State Bar Seasonal Meeting, Panelist, Hanoi, October 2013
• Current economic development in Vietnam, OAV German Asia-Pacific Business Association, Speaker, Ho Chi Minh City, October 2013
• Costs, Preferential Treatment and Skills - Comparison of Southeast Asian Economies, Viet Nhat - Japan Circle, Speaker, Ho Chi Minh City, October 2013

Areas of Practice (3)

  • Corporate and M&A
  • Energy, Environment and Resources
  • Compliance and Dispute Resolution

Education & Credentials

Contact Information:
+84 28 3824 0236  Phone
+84 8 3824 0241  Fax
www.duanemorris.com/attorneys/manfredotto.html
Law School Attended:
Toin University of Yokohama, Faculty of Law, LL.B., 2003; Temple University Beasley School of Law, LL.M., 2009
Year of First admission:
2010
Admission:
2010, New York; Vietnam (Registered Foreign Attorney)
Memberships:

Professional Activities

•Vice Chair, Green Growth Sector Committee, European Chamber of Commerce, Vietnam
•VBF & Liaison Committee, Japanese Business Association of Ho Chi Minh City, Vietnam
•International Expansion Advisor for SMEs, Tokyo Chamber of Commerce and Industry
•American Chamber of Commerce, Vietnam
•German Business Association, Vietnam
•International Section, New York State Bar Association

Languages:
English; German; Japanese
Reported Cases:
Representative Matters: Corporate and M & A; Advised a Japanese engineering, procurement, and construction (EPC) company on the bidding laws with respect to a US$200 million water treatment project in the south of Vietnam.; Acted for a European private equity fund on the acquisition of primary and secondary shares of a major Vietnamese private dental and health care services company.; Advised an international serviced apartment and office complex on the amendment of its 25-year old Vietnamese investment license.; Advised a Japanese food services company with respect to a restaurant franchise system with more than 1,400 outlets internationally. Prepared franchise agreement, disclosure document, and franchise registration documents for Vietnam.; Advising a subsidiary of one of Japan's largest retail groups on setting up an agricultural distribution company, vocational school, and restaurant chain in Vietnam. Assisted in negotiations with the provincial government.; Advising a Canada-based IT company on its intellectual property rights and negotiations with its distribution partner for its DNS solutions in Japan.; Advised a start-up software developer of an online food order management solution on the copyright of computer programs; drafted a copyright assignment agreement between the client's Vietnamese and Singapore entities for transfer to a fast food company with more than 15,000 outlets across the globe.; Advised an Australian specialist food exporter on the acquisition of business assets from a Vietnamese food distributor, corporate structure, and distribution license for foreign investors.; Advised a European private equity fund on the multimillion-dollar acquisition of a significant stake in a Vietnamese restaurants and coffee shop chain business.; Advised a U.S. investment firm with over US$750 billion in assets under management on the mechanism and regulations pertaining to off-exchange transactions of listed companies in Vietnam.; Advised on the offshore structure and intellectual property for the establishment of a global restaurant franchise business.; Advised a Japanese educational-technology company on its distribution agreement with a Vietnamese partner and foreign contractor tax.; Advised an international serviced apartment and office complex on the renewal of a joint venture with a Vietnamese State-owned enterprise.; Advised a Japanese restaurant chain operator of nearly 5,000 outlets on the structure and establishment of a first-of-its kind 100% foreign-owned restaurant chain in Vietnam under its WTO commitments.; Advised the world's leading travel and tourism company on the establishment of a joint venture company in Vietnam.; Advised a major Japanese industrial and engineering corporation on licensing, negotiations and contracts for the first US$70 million waste-to-energy power plant project in Vietnam.; Acted for a renowned American multinational luxury retailer pertaining to licensing, labor law, customs and tax issues to establish a 100% foreign-owned retail business in Vietnam.; Acted for a Japanese restaurant business in drafting a multi-lingual lease agreement to protect its long-term investments in Vietnam.; Advised an American global professional services, risk management and insurance brokerage firm on rebranding and labor issues in Vietnam.; Acted for a multinational industrial engineering group in establishing a distribution company in Vietnam.; Advised a German client on complex private banking issues and offshore fund transfers.; Advised an international serviced apartment and office complex with regard to internal labor regulations under the new Labor Code.; Acted for an embassy of a European kingdom with regard to international diplomatic employment issues as well as domestic internal labor regulations under the new Labor Code of Vietnam.; Advised an international investor in Vietnam with regard to estate planning and will preparation.; Acted for a popular U.S. multinational Internet company with regard to internal labor regulations.; Compliance and Dispute Resolution; Acted for a major Japanese restaurant chain operator in a trademark infringement dispute with a Vietnamese restaurant chain.; Represented a multinational beverage and brewing company in negotiations and filings with Vietnamese custom officials in respect of import and food safety regulations.; Acted for a leading Vietnamese seafood exporter in a GAFTA trade dispute with a major Japanese trading company.; Advised the Indian subsidiary of a multinational generic and specialty pharmaceuticals company on Vietnam market entry compliance and preventive measures pertaining to a biosimilar of a billion-seller anti-cancer drug.; Acted for an international serviced apartment and office complex in a trademark infringement dispute with the Vingroup.; Advised a predominant Japanese trust bank on the regulations and compliance risks pertaining to offshore loans to Vietnam and prepared offshore loan agreements.; Assisted overseas Vietnamese with regard to a complex land use rights dispute in Vietnam.; Represented a Vietnamese maritime industrial group in mediation/arbitration proceedings pertaining to a dispute with a multinational Big Oil company.; Supported a German engineering and construction company in a dispute with a formerly state-owned Vietnamese general contractor.; Acted for major Japanese pharmaceutical company in a U.S. patent litigation pertaining to transdermal patch medication.; Supported a Japanese automotive corporation in an ICC arbitration in London against Volkswagen in a contract dispute involving a multi-billion euro cross-shareholding.; Acted for a leading Japanese multinational information technology company in a U.S. patent litigation pertaining to Internet communication technology.; Assisted a Japanese multinational electronics company in a large-scale internal antimonopoly investigation.; Acted for Japanese auto parts suppliers in a series of historic international antitrust investigations in the USA, Japan, Europe, and other jurisdictions. Helped to successfully prevent a total of US$2 billion in criminal fines and prison sentences imposed on other parties' executives.; Acted for a U.S. specialty materials company in a trademarks and contract litigation in New York.
ISLN:
922646355

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