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Heng Chhay

Managing Partner

Practice Area:

Business Law
Intellectual Property
Restructuring & Insolvency

LLM, Nagoya University Graduate School of Law, Japan
LLB, Royal University of Law and Economics, Cambodia
Business Management Program, University of Cambridge, Judge Business School

T +855 23 963 112 /113
E heng.chhay@rajahtann.com

HENG Chhay co-founded R&T Sok & Heng in early 2010. He has more than 15 years of legal practice experience advising multinational and local companies in Cambodia and abroad. Chhay attended a prestigious law school in Cambodia and holds a master’s degree of law from Nagoya University Graduate School of Law, Japan. He worked in the legal department of Toyota Industries Corporation (TICO) in Japan. He attended the 2015 Lex Mundi Institute Business Management Program at University of Cambridge, Judge Business School.

His areas of practice include Mergers & Acqusitions, Infrastructure, Energy & Resources, Banking & Finance, and Real Estate.

Chhay is recognised as an “Elite Practitioner” by Asialaw Leading Lawyers 2021 for Corporate and M&A, as well as recommended by Who’s Who Legal: Trade & Customs 2020. Chhay is also ranked highly regarded by Chambers Asia Pacific and IFLR1000.Chhay is licensed to practice law in Cambodia by the Bar Association of the Kingdom of Cambodia. He is also licensed by Ministry of Justice to act as an administrator in insolvency cases and the Department of Intellectual Property Rights of the Ministry of Commerce as an official Trademark Agent.

Experience 

Power, Energy and Project Infrastructure

  • Advised the Khan Daun Penh Office on contractual obligations of CINTRI Cambodia Co., Ltd in relation to the solid waste collection in the city of Phnom Penh.
  • Acted for and advised the Phnom Penh Municipality (the Royal Government of Cambodia) in a US$100 million BTO contract with the French global leader in urban lighting, traffic management and electrical system, Citelum SA in the development of public lighting infrastructure in Phnom Penh City.
  • Acted for and advised the Cambodian National Petroleum Authority (the Royal Government of Cambodia) on its negotiation of a master BOOT concession agreement with Cambodia’s largest conglomerate covering five major oil and energy related facilities.
  • Acting as local counsel for Electricité Du Cambodge (EDC) in its negotiation on the PPA with the IPP and relevant parties in a US$3.5 billion 1,800MW coal-fired power plant project in Xekong province of Laos.
  • Acting as local counsel for Electricité Du Cambodge (EDC) in its negotiation on the PPA with the IPP and relevant parties in an approximate US$1.4 billion 600MW coal-fired power plant project in Xekong province of Laos.
  • Assisted and advised ThomasLloyd CleanTech Infrastructure Fund GmbH, a UK-based leading global investment banking and investment management group, in relation to its renewable energy and cleantech business in Cambodia, including business setup, shareholder restructuring and legal compliance of its subsidiary, and other general advices.
  • Assisted and advised Medusa Mining Limited, a leading mining company in Australia, in relation to its potential investment in Cambodia and legal due diligence exercise on a Metallic Mineral Exploration License.
  • Assisted and advised a leading regional cement manufacturer on a proposed US$100 million joint venture to design, construct, operate and maintain a 3 MTPA cement plant in Cambodia, including assisting with the preparation and negotiation of joint venture arrangements and associated management and technical services agreements.
  • Assisted and advised BHP Billiton on its study and exploration project for the extraction and processing of bauxite from Cambodia.
  • Assisted and advised Sakari Resources (SGX-listed) on its coal exploration joint venture with the Royal Group of Cambodia, including the preparation and negotiation of joint venture arrangements.
  • Assisted and advised Iron Mining International on the Cambodian aspects of the proposed global offering (IPO) of its shares and the proposed listing of its shares on the Hong Kong Stock Exchange, including due diligence on a Cambodian minerals project and assisting with preparation of the prospectus and associated matters.
  • Assisted and advised JOGMEC on regulatory developments in the mineral sector of Cambodia.
  • Assisted and advised an ASX-listed junior resources company on its copper exploration joint venture with the Royal Group of Cambodia.
  • Assisted in conducting comprehensive due-diligence exercises on various mining companies for major global investment transactions of various international mining groups including the Australian leading mining company, WorldWide Mining Project Limited, one of the three institutional banks of China and other major local and international mining companies.
  • Assisted in advising on investment in and construction of electricity plants, palm oil mill and biogas and biomass plant for various major investment projects of various diversified companies including the one of the Vietnamese biggest joint stock company.

Banking and Finance

  • Acted for a major Chinese Bank in connection with its financing of the acquisition of a major power plant by a Chinese developer in Sihanouk province, Cambodia. 
  • Acted for a German financial institution on its multi-million dollars financing to various financial institutions and equity participation in Cambodia. 
  • Acted for Shinhan Bank with respect to a major credit facility and associated security arrangements in connection with the development of a mine and associated infrastructure. 
  • Assisted a bank in China on a financing and security taking of a major real estate project in Cambodia. 
  • Assisted the financing of a real estate development project, the Bridge, by MayBank. 
  • Assisted and advised Donaco International Limited in relation to the obtaining of US$100 million financing from Mega International Commercial Bank Co., Ltd. for its US$360 million acquisition of a casino in Cambodia.
  • Jointly assisted and advised the Singapore Branch of Mizuho Bank Ltd., a leading financial institution, with one of the largest customer bases in Japan, in its financing of a leading cement manufacturer in Cambodia. 
  • Assisted and advised Kasikorn Bank Plc. in relation to the review of standard documents and forms used by its branch in Cambodia.
  • Acted for and advised BlackRock (Singapore) Limited in relation to Cambodian legal and regulatory framework in relation to funds management. 
  • Advised VISA Worldwide Pte. Limited regarding the anti-money laundering and anti-bribery policy under Cambodian law. 
  • Assisted in the provisions of loan facilities from oversea banks and financial institutions to local MFIs. 
  • Assisted and advised banking services providers on legal framework, regulatory procedure and legal restriction in relation to the provision of payday loans and the provision of remote management of services. 

M&A / Joint Ventures / Foreign Investment

  • Acted for and advised the National Bank of Canada, the sixth largest commercial bank in Canada, in relation to its acquisition of majority equity shares in Advance Bank of Asia Limited, one of Cambodia’s leading commercial bank.
  • Jointly acted for and advised PhillipCapital Group on its acquisition of HwangDBS Commercial Bank Plc. in Cambodia and its wholly-owned subsidiary, HwangDBS Securities (Cambodia) Plc. from Hwang-DBS (Malaysia) Bhd., a Malaysian financial service group, in its US$40 million deal. 
  • Jointly acted for and advised E.Sun Commercial Bank Ltd., the flagship banking arm of Taiwan-based E.Sun Financial Holding Co., on its acquisition of 70% stake in Cambodia’s Union Commercial Bank Plc. in its US$69 million deal. 
  • Assisted and advised Provident Capital in relation to the large-scale due diligence and acquisition of the BTS tower infrastructure from one of the mobile and telecommunication leaders in Cambodia.
  • Acted for and advised MGA Whittles Group, an Australian insurance broking company, in relation to its joint venture with Cambodian partners for an insurance brokerage business in Cambodia, including the set-up of the joint venture company, and application for insurance brokerage business license.
  • Acted for Tan Brothers in drafting distribution agreements, property acquisitions, and other general advices.
  • Acted for EMS Southeast Asia Pte Ltd in relation to the liquidation and the dissolution of its business.
  • Acted in the establishment of companies with foreign and Cambodian status, investment companies, and related corporate advices.
  • Assisted in the acquisition of Shell by Total in Cambodia. 
  • Acted for a European investor operating in the electricity sector in connection with its entry into the Cambodian market and advised on a number of potential projects and worked with the relevant electricity authorities to provide the client with timely and accurate advice.
  • Acted for an Australian mining company in relation to the due diligence of a local mining company for the purpose of acquiring a mining license.
  • Acted for RGB International Bhd. in relation to business set up, board restructure, companies’ dissolutions, licensing compliance, commercial dispute resolutions and other general advices, as well as assisted in its due diligence on its three Cambodian associate companies.
  • Acted for LimeTree Capital Partners in relation to legal compliance.
  • Acted for Nippon Express in relation to business set up, lease agreement drafting, and general labor law advices.
  • Acted for Panasonic in relation to the review of the lease contract and the advice in relation to the product warranty statements.
  • Assisted Puleo International in relation to property acquisitions, business set up, legal compliance, licensing requirements and general contract drafting work.
  • Acted for Dairy Farm Group in relation to the purchase of Lucky Market Group.
  • Assisted in the joint venture establishment between a Japanese shipping company and a local conglomerate.

Corporate and Commercial

  • Acted for and advised Export-Import Bank of China in relation to the conduct of the due diligence on a number of companies registered in Cambodia for the purpose of its debt recovery in the aggregate amount of US$63 million. Acted for DuPont in relation to board restructure and other general advice.
  • Provided general legal opinions to Wing (Cambodia) Limited.
  • Acted for Royal Media Entertainment Corporation in relation to reviewing of the Supply Agreement and other general advice work.
  • Acted for Sumitomo in relation to general labor law advice.
  • Acted for Marks and Spencer in relation to general labor law advice.
    Real Estate Development / Economic Concession
  • Acted for Sumifru in relation to the acquisition of Economic Land Concession for a banana plantation, corporate structure and other general advices.
  • Acted for Felcra Berhad in the acquisition of an Economic Land Concession for rubber plantations.
  • Acted for Golden Land Berhad in the acquisition of an Economic Land Concession for palm oil plantations.
  • Acted for Top Glove in the acquisition of an Economic Land Concession for rubber plantations.
  • Assisted in the acquisition of island concessions for eco-tourism and resort projects.
  • Acted for Vattanac Properties Limited in relation to the preparation of leases of offices and retail outlets.
  • Acted for Tan Chong Motor in relation to reviewing dealership agreement, registration of exclusivity rights, and other general advice.
Memberships/Directorships
  • Member of the Bar Association of the Kingdom of Cambodia.
  • Licensed administrator in insolvency cases by Ministry of Justice.
  • Official Trademark Agent licensed by the Department of Intellectual Property Rights of the Ministry of Commerce.
Publications
  • Secured Transaction Law in Cambodia, Cambodia Yearbook of Comparative Legal Studies, 3rd edition (2012), Cambodian Society of Comparative Law.
  • Initial Public Offering Mechanism in Cambodia, Cambodia Yearbook of Comparative Legal Studies, 3rd edition (2012), Cambodian Society of Comparative Law.