Legal Counsel

We are now seeking a Legal Counsel for our fast-growing organization. The position is based in Ho Chi Minh City.

This position will report to Chief Operating Officer and General Legal Counsel

* Job Description

* Key Responsibilities

The role will include, but not be limited to, the following activities and responsibilities Vietnam.

• General Transaction Support

Support CEO/COO and Vietnam team on all matters in the negotiation and delivery of M&A, projects and financing, including (but not limited to):

M&A

- Responsible and lead for legal due diligence, legal structuring and legal documentation (term sheets, MoUs, SPAs, SHAs, JV Agreements etc.), signing and closing processes for any mergers and acquisitions and/or joint ventures or other partnerships

- Works together with deal team in negotiations with counterparties and relationship management

- Responsible for advising on regulatory approvals and any listing processes

- Responsible for ensuring ongoing monitoring and compliance with documentary obligations (in collaboration with responsible finance and other colleagues)

- Advising on new market entry for BECIS Vietnam, understanding and on regulatory and contractual structures on the basis of local advice and setting up appropriate structures for entry

Projects

- Reviewing and executing strategic and project documentation for distributed energy solutions for C&I customers (including power purchase agreements, engineering, procurement and construction contracts, O&M contracts)

- Advising on regulations in the energy sector, and related regulations

- Liaising with ESG manager to assist on legal issues and to ensure alignment of ESG policies and requirements in legal documents

- Ensuring country team liaises with and manages relationships with local governmental and regulatory authorities and bodies (along with other responsible BECIS Vietnam colleagues)

- Advising on applicable laws and regulations with support from external/internal in Vietnam team

Finance (Debt and/or Equity)

- Support for legal due diligence, legal structuring and documentation (project finance documentation, SPAs, SSAs, SHA’s etc.), signing and closing processes for any debt or equity fund-raise, strategic mergers and acquisitions

- Works together with deal team in negotiations with counterparties and relationship management

- Responsible for ensuring ongoing monitoring and compliance with document obligations (in collaboration with responsible finance and other colleagues)

• General Corporate Counsel Support

Assist with general day-to-day corporate counsel support matters, including assistance with:

- employment and service provider arrangements and contracting

- immigration and other employment matters

- engagements and mandates

- confidentiality and data protection

- trademarks and copyright

- compliance with group policies and procedures and ensuring BECIS standards are consistently applied

- lease and services agreements

- setting up and managing contract and work-flow processes

- managing disputes and litigation.

• Managing and liaison with Company Secretaries

Manage and liaise with outsourced Corporate Secretary for the various regional investments and holding companies as required including the following:

- Managing local investment structures and assisting in incorporation of tax efficient structures;

- Ensuring all corporate approvals (board, commissioners and shareholders’ resolutions and corporate certificates) for all corporate matters for all country entities;

- carrying out ad-hoc regulatory and managing the preparation of forms and filings such as increase and allotment of authorized share capital, change of address in coordination with the admin team;

- Ensuring periodic board meetings in various countries, taking minutes as required;

- Ensuring all corporate filings, record-keeping and KYC for all country entities; and

- Ensuring any applicable regulatory reporting is carried out.

• Corporate Governance

Ensuring good corporate governance in country by:

- Ensuring ongoing compliance and reporting with local debt documents, project documents and shareholder and investment agreements;

- Implementing Anti-Bribery, Anti-Money Laundering and Anti-Corruption policies and procedures and provision of training on same;

- Assisting with ‘KYC’ procedures;

- Briefing BECIS legal team on compliance and governance matters and assisting them to prepare compliance reports for relevant countries; and

-