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Mr. James Phan 

Title

Partner

Email

jamesphan@hthpartners.com.vn

Education

  • Bachelor of Laws (HCMC University of Law).
  • Bachelor of Foreign Economy, Foreign Economy of Foreign Trade UniversityForeign Trade University.
  • CPA Australia Program.
  • Member of the Bar Association of Ho Chi Minh City and Vietnam Bar Federation.

Practices

  • Tax;
  • Finance;
  • Corporate;
  • Mergers & Acquisitions consultancy;
  • Commercial Service;
  • Investment;
  • Dispute Resolution.

Introdution

James Phan is the Partner of HTH & PARTNERS LAW FIRM, a boutique law firm in Vietnam known for delivering high-quality, responsive, and commercially focused legal and tax solutions to both international and domestic clients. With nearly two decades of experience across Big Four firms, international law firms, and leading Vietnamese corporations, James brings a uniquely broad and strategic perspective to client matters, combining technical excellence with deep commercial insight.

Prior to founding HTH & PARTNERS LAW FIRM, James held senior legal and tax advisory roles at major international firms KPMG, and Frasers Law Company, and most recently served as Head of Legal at Novaland Group — one of Vietnam’s largest real estate developers. These roles have allowed James to advise some of the most complex transactions and regulatory matters in the Vietnamese market, particularly for multinational corporations, foreign investors, and large domestic enterprises.

James is widely recognized as a full-service commercial lawyer with a strong multidisciplinary practice. His areas of expertise span across:

  • Corporate and Commercial Law – Advising on business establishment, corporate governance, joint ventures, commercial contracts, and restructuring.
  • Regulatory Compliance – Guiding clients through Vietnam’s evolving legal and regulatory landscape, including licensing, market access, data protection, anti-corruption, and sector-specific compliance.
  • Dispute Resolution and Arbitration – Representing clients in commercial disputes before Vietnamese courts and arbitration centres.
  • Mergers and Acquisitions (M&A) – Advising on structuring, due diligence, transactional documents, regulatory approvals, and post-closing integration.
  • Banking and Finance – Supporting both borrowers and lenders in loan transactions, security arrangements, cross-border financing, and financial regulatory matters.
  • Employment and Labour – Advising on employment contracts, terminations, internal regulations, collective labour agreements, and employment dispute resolution.
  • Taxation – Providing strategic tax advice, structuring, and compliance support on direct and indirect taxes, transfer pricing, and double tax treaty matters.
  • Intellectual Property – Advising on brand protection, IP registration, licensing, and enforcement.
  • Real Estate and Construction – Supporting residential, commercial, and mixed-use real estate developments, including land clearance, licensing, investment structuring, and project transfers.
  • Infrastructure and Major Projects – Advising on BOT, BT, PPP projects and related financing and regulatory approvals.
  • Energy and Natural Resources – Providing legal and tax advice on energy projects, including solar, wind, LNG, oil and gas, and mining ventures.

James is consistently recognized for his leadership and technical depth. In 2025, he was ranked as a First-Tier Lawyer in both Tax and Employment by Chambers Asia-Pacific, reflecting his reputation for delivering practical, commercially sound, and solutions-oriented advice in high-stakes matters.

He has led legal and tax structuring engagements for hundreds of international investors, including private equity firms, infrastructure funds, and fast-growing tech enterprises, helping them successfully enter, operate, and expand in Vietnam while managing legal and regulatory risks.

In addition to his professional work, James is an active contributor to the legal and business community in Vietnam:

  • He is a Qualified Vietnam Tax Agent, licensed by the General Department of Taxation.
  • He is a Member of CPA Australia, bringing a strong accounting and financial lens to his legal work.
  • He is a Core Member of the Tax Committee of the American Chamber of Commerce in Vietnam (AmCham), contributing to policy dialogue and regulatory reform in tax and investment law.

James is fluent in both English and Vietnamese and frequently speaks at industry seminars and contributes thought leadership pieces on tax policy, employment law, and corporate compliance in Vietnam.

Major deals

  • Acting as lead and Vietnam counsel in relation to the proposed joint venture investment by investment fund in a USD3 billion LNG-fired power generation facility to be located in the south of Vietnam. The project also involves the development of the infrastructure necessary to pipe the LNG from its source in Vietnamese waters to the inland power generation facility.
  • .Acting for international insurtech company in relation to its proposed acquisition of an 80% shareholding stake in a major Vietnam-domiciled non-life insurance company.
  • Acting for a Japanese multi-industry based in Tokyo on their proposed entry into a large-scale joint venture with a Vietnamese partner, in the logistics and warehousing sector.
  • Acting as lead and Vietnamese counsel to a leading European energy company in relation to its proposed acquisition of 100% of the share capital of a solar.
  • Providing comprehensive Vietnam law advice and prepared documents for international supply chain solutions provider to acquire 49% of the issued shares of its affiliate in Vietnam from a Vietnamese shareholder too become a sole owner of its affiliate in Vietnam.
  • Advising an leading education business in relation to acquiring a tertiary education institution in Danang City, Vietnam, including conducting detailed legal due diligence investigations in relation to the target company and its assets and advised our client in relation the merger control notification obligations that would apply in relation to the proposed transaction.
  • Acting for a Japanese multi-industry based in Tokyo to provide it with comprehensively detailed structuring and project implementation advice in relation to its entry into a joint venture project with three listed companies.
  • Acting as lead counsel for a Thai national petroleum exploration and production company in relation to its acquisition of the entire issued share capital of two project developer companies which own and operate two large-scale solar power generation projects in Vietnam.
  • Acting as Vietnam counsel for an ASEAN regional acquisition transaction, in relation to a group of target companies which operate a digital healthcare and related services platform. The consortium of investment funds for which we acted ultimately completed their USD27,000,000 Series B investment into the target group.
  • Acting as Vietnam counsel for this Asia-Pacific focused VC fund in relation to its propose Series A and Series B investment in a Vietnam-domiciled target company.
  • Acting as Vietnam counsel in relation to the Vietnam aspects of a proposed acquisition by a large multinational conglomerate, headquartered in the Netherlands, being a leading worldwide player in livestock feed, healthcare, and safety, in addition to development of livestock feed additives and food analysis.
  • Acting for a large US-listed global education company in relation to its proposed acquisition of a group of companies which (among other things) owns and operates a major primary and secondary international school in Ho Chi Minh City, Vietnam.
  • Acting for a subsidiary of a global multinational risk management, insurance brokerage and advisory company in the divestment of the entire issued share capital of a Vietnam-domiciled company which operates in the insurance administration sector in Vietnam.
  • Acting for an American international chain of convenience stores in relation to its subscription for a strategic equity stake in its master franchisee in Vietnam, by way of a private placement share subscription and issuance transaction.
  • Acting as key Vietnam counsel for the developer of Vietnam’s largest and most high-profile casino, hotel, leisure, golf, retail, and residential development (total investment project value US$4 billion), located in Quang Nam Province.
  • Acting for the largest privately held spirits company in the world in relation to its acquisition from an existing foreign shareholder of a 45% shareholding in an unlisted Vietnam-domiciled public company operating in producing and distributing alcoholic beverages.
  • Acting for a large Hong Kong energy company on its acquisition of the remaining 30% shares in the target company to become the sole owner.
  • Acting for an American international chain of convenience stores in relation to its subscription for a strategic equity stake in its master franchisee in Vietnam, by way of a private placement share subscription and issuance transaction.
  • Acting for an Australian leading travel company in relation to its divestment of a majority stake in one of the largest travel company in Vietnam.
  • Acting as Vietnam counsel to a German multinational automotive corporation in relation to a major re-structuring of the corporate and business presence and operations of the business in Vietnam.
  • Acting for an international energy company in relation to the potential acquisition of two solar renewable projects Binh Phuoc province, Vietnam with the capacity of 200MW and 50MW.
  • Acting as lead and Vietnam counsel to a major toy production company in relation to acquiring land and setting up its construction material manufacturing factory in Vietnam.
  • Acting for a major Chinese investment holding company in relation to its acquisition and investment for the financing, construction and operation of a portfolio of five water supply projects in Vietnam.
  • Acting for a leading Chinese multinational technology company relating to its acquisition of Series D Preferred Shares in two of the leading services providers in mobile payments, channel promotion for mobile games and operation of vending machines in Southeast Asia.
  • Acting for a large US-listed global education company in relation to the Vietnam aspects of the divestment of a portfolio of their schools in several countries, including Vietnam.
  • Acting as Vietnam counsel to advise and assist a major logistic and temperature-controlled storage network company in all aspects of its divestment of the entirety of its shareholding stake(s) in its Australia subsidiary.
  • Acting as Vietnam counsel in relation to the acquisition transaction and the merger transaction between two global leaders in insurance broking and risk management, specifically on all of the Vietnam law and procedure aspects of this major and very high value international transaction.
  • We are acting for a large US-listed global education company with respect to its potential acquisition of the higher education business of the American University in Vietnam.
  • Acting for a leading global technology company in connection with the divestment of its global solar inverter business, which will be acquired by a major Italian energy company.
  • Acting on the buy-side in a 100% share acquisition of two leading companies in the non-ferrous metal (copper, aluminum, plastic) and electric wire and cable business in Vietnam by one of the biggest Thai investor (this deal was one of the top 4 Best Investment and M&A Deals of the Year 2019-2020).
  • Acting as lead and Vietnam counsel for the seller in relation to its divestment of the entire issued share capital of a BVI-domiciled holding company in relation to the development of a major commercial, residential, and leisure development in Khanh Hoa Province, Vietnam.
  • Advising a leading Japanese convenience store franchise chain in a major restructuring of its entire corporate group, including its Vietnam corporate and operational structure.
  • Acting for one of the largest European electricity generation companies in relation to its proposed acquisition of a stake in a renewable energy developer in Vietnam. This transaction is noteworthy as a result of the comparatively large scale of the solar plant in which our client is investing.
  • Advising a Japanese trading house on the establishment of a joint venture to operate a B2B e-marketplace for certain industrial products.

     

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