Cynthia M. Pornavalai

Position:  Partner

Department: Corporate & Commercial

Nationality:  Filipino

Languages:  English, Japanese, Filipino, and Thai

• 1999, Program of Instruction for Lawyers, Harvard Law School, Cambridge, Massachusetts, U.S.A.
• 1991, Doctor of Laws Course, Kyoto University, Japan
• 1988, Master of Laws, Kyoto University, Japan
• 1986, Bachelor of Laws, Kyoto University, Japan
• 1982, Japanese Language Diploma, Tokyo University of Foreign Studies, Tokyo, Japan
• 1981, Bachelor of Arts (History), University of the Philippines, Philippines

Training and Seminar:

• April 10-11, 2006, Lex Mundi Professional Development Summit Asia-Pacific, Bangkok, Thailand
• June 2003, "North Carolina Civil Superior Court Mediation Course", presented in cooperation with the American Bar Association, Asheville, North Carolina, U.S.A.
• June 2002, "Mergers & Acquisitions Course", conducted by the Practical Law Company at the Law Society of England & Wales, London, U.K.
• December 1996, "Euromoney's 8th Asian Inernational Financial Law School", Singapore

Employment:

• August 2002-present, Partner, Commercial Department, Tilleke & Gibbins International Ltd., Bangkok, Thailand.
• 1992-2002, Associate, Tilleke & Gibbins, Bangkok, Thailand
• 1990-1992, Analyst, Kokusai Securities Co., Ltd., Tokyo, Japan

Description of Major Work Handled:

Banking and Finance

• Advising banks, financial institutions, investors, and clients from various countries on loan and financial documentation and security.
• Advising clients including foreign stock exchange on legal and regulatory aspects of the Stock Exchange of Thailand and various legal matters relating to securities investment.
• Advising major credit card companies on regulatory issues.

  Construction, Property and Commercial

• Advising contractors and architectural firms in respect of construction and architectural contracts.
• Advising clients in connection with real estate transactions and property development.
• Advising and documenting hire-purchase and leasing contracts.

  Debt Restructuring

• Advising and assisting banks and companies on financial/debt restructuring and business reorganization.

  Mergers and Acquisitions and Legal Due Diligence

• Advising clients on sale and acquisition of major Japanese retail businesses and a major convenience store franchise (representing both purchasers and sellers).
• Advising clients on hotel acquisitions in Thailand.
• Advising clients on acquisition of water treatment, lighting, electronics, and steel sheet processing companies.
• Advising a Dutch food processing company in Thailand in its sale of business to a British firm.
• Conducting legal due diligence in connection with mergers and acquisitions.

  Japanese Client Services

• Advising Japanese companies and individuals in respect of various legal matters.

Positions Held/Membership in Professional Societies and Other Organizations:

• Advisor, LL.M. Program (Business Law), Sripatum University, Bangkok, Thailand, 2008—
• Member of the Board, TAGLaw, 2008—
• Council Member, Gerson Lehrman Group Councils, 2007—
• Founding Member, International Insolvency Institute, 2003
• International Bar Association
• Japanese Securities Brokers Association
• Representative to Belgian-Luxembourg/Thai Chamber of Commerce
• Lecturer in Business Law, Thammasat University and Schiller-Stamford International College, Bangkok

Honors/Recognitions:

• Featured as a leading lawyer in Corporate/M&A: Mid-Market and Real Estate in Chambers Asia 2010
• Asian-Counsel Deal of the Year 2007: Saudi Basic Industries Corporation Acquisition of GE Plastics
• Nominated as a candidate for inclusion in International WHO'S WHO of Professionals, 2006-2007, 2008, 2009 editions

Publications/Presentations:

• "Using Thailand's Escrow Act in Property Development Transactions", T-AB: Thai American Business, Journal of the American Chamber of Commerce in Thailand, March 2010.
• Contributed to "Doing Business 2010: Reforming through Difficult Times" (Thailand Chapter), a publication of Palgrave MacMillan, IFC and The World Bank, December 2009.
• "Responding to Crisis", Special Report: Restructuring and Insolvency, Asian-Counsel, September 2009.
• "Closing a Business: Liquidation or Bankruptcy?", Corporate Counsellor, Bangkok Post, September 11, 2009. Also published in Thailand: Legal Developments (T&G client newsletter), November 2009.
• "Overview of Thailand's Funds Regulatory Network", presentation at the 4th Annual Asset Management Asia seminar organized by Euromoney Training, Singapore, September 3, 2009.
• "Effective Approach for Mastering Due Diligence for a Successful Deal in the Economic Difficulty", presentation at the Corporate Financial Restructuring Conference organized by Asia Business Forum (Thailand) Ltd., Bangkok, July 29, 2009.
• (With Chaiwat Keratisuthisathorn), "Issues Relating to Finance", Lex Mundi Real Estate Survey Part III, May 2009.
• "Mergers & Acquisitions", presentation at the Corporate M&A Conference 2009 organized by Commerce Clearing House (M) Sdn Bhd, Kuala Lumpur, May 11, 2009.
• (With Thawat Damsa-ard), "Insolvency, Restructuring and Turnaround" (Thailand), Corporate International, April 2009.
• (With Charunun Sathitsuksomboon, Pimvimol Vipamaneerut, Sriwan Puapondh, Siraprapha Rungpry, Clemence Gautier and Rachel Walkup), "Doing Business in ... Handbook 2009" (chapter on Thailand), published by Practical Law Company in association with Lex Mundi, 2009.
• "Update of the New Amendment of Securities and Financial Law in 2008", presentation at the conference, Opportunities & Challenges of the Thai Business Law for Japanese Business in Thailand Year 2009, organized by Splendid Sessions Company Limited, Bangkok, February 17, 2009.
• "Using Escrow Act as a property developer's tool", Corporate Counsellor, Bangkok Post, January 9, 2009. Also published in Thailand: Legal Developments (T&G client newsletter), May 2009.
• (With Yingyong Karnchanapayap), Property Transactions and Security Interests Under Thai Law", GH Bank Housing Journal, Volume 2, Number 4-5, December 2008.
• (With Dussadee Rattanopas), "Proxy or Nominee Property Purchase Policies Clarified by Government", GH Bank Housing Journal, Volume 2, Number 4-5, December 2008.
• "New Escrow Act - Still Voluntary for Property Transactions", GH Bank Housing Journal, Volume 2, Number 4-5, December 2008.
• "Bankruptcy Law in Thailand", Thailand: Legal Developments (T&G client newsletter), November 2008.
• (With Art Sripipat), "Condominium Act amendments and their implications", Corporate Counsellor Column, Bangkok Post, October 10, 2008. Also published in Thailand: Legal Developments (T&G client newsletter), November 2008 and in GH Bank Housing Journal, Volume 2, Number 4-5, December 2008.
• "Commercial Laws in Thailand", presentation at the Conference organized by CPI ConventionPro International, Singapore and Kuala Lumpur, June 18 and June 20, 2008.
• Speaker and panelist, Religion & Belief Session, TAGLaw Conference, Berlin, May 5-7, 2008.
• Speaker and panelist, Law Firm Human Resources Issues, TAGLaw Asia Pacific Conference, Hong Kong, February 29-March 1, 2008
• (With Charunun Sathitsuksomboon, Pimvimol Vipamaneerut, Sriwan Puapondh, Nuttaphol Arammuang, Parichart Monaiyakul, Suebsiri Taweepon and Wiramrudee Mokkhavesa), "Doing Business in ... Handbook 2008" (chapter on Thailand), published by Practical Law Company in association with Lex Mundi, November 2007.
• "Issues in Ownership of Real Estate" (Thailand chapter), prepared for Lex Mundi, September 2007.
• (With Charunun Sathitsuksomboon, Pimvimol Vipamaneerut, Sriwan Puapondh, and Edward A. Madden), "Doing Business in ... Handbook 2007" (chapter on Thailand), 12th edition, published by Practical Law Company in association with Lex Mundi, November 2006.
• (With Piyanuj Ratprasatporn), "Nominee shareholding: The legal issues", presentation at the Thailand Regional Forum--Real or Nominal: Use of nominee shareholders for company registration, land and listed securities in Thailand, organized by Dataconsult Ltd., Bangkok, September 26, 2006.
• "New Ministry of Interior Policy to Prevent Purchase of Land for the Benefit of Foreigners", presentation at the Danish-Thai, Thai-Swedish, Thai-Norwegian, and Thai-Finnish Chambers of Commerce Breakfast Meeting, Bangkok, September 5, 2006.
• "Contract Risk Allocation: How to Achieve Effective & Equitable Risk Allocation in Contracts", presentation at the conference on Contract Risk Management organized by the Asia Business Forum, Bangkok, September 4, 2006.
• "Land ownership for foreigners/foreign companies, Thai nominees for foreign shareholders. Are we heading for a crackdown?", presentation at the NTCC and Beluthai Luncheon Meeting, Bangkok, August 24, 2006.
• Lex Mundi Multi-Jurisdictional Survey on Real Estate Investment and Finance I (Thailand Chapter), July 2006.
• Lex Mundi Questionnaire on Banking and Finance (Thailand Chapter), April 2006.
• (With Charunun Sathitsuksomboon, Pimvimol Vipamaneerut, Sriwan Puapondh, and Edward A. Madden), "Doing Business in ... Handbook 2006" (chapter on Thailand), 11th edition, published by Practical Law Company in association with Lex Mundi, November 2005.
• (With Sriwan Puapondh and John Fotiadis), "Thailand: Legal & Tax Update", presentation to CPI ConventionPro International, Singapore, October 12, 2005.
• (With David Lyman, John Fotiadis, Noppramart Prasitmonthon, Pascale Prud'homme, Piyanuj Ratprasatporn, Pimvimol Vipamaneerut and Dussadee Rattanopas), contributed to "Doing Business in 2006: Creating Jobs", a co-publication of the World Bank and the International Finance Corporation, September 2005.
• Chapter on Thailand, "Getting the Deal Through -- Insolvency & Restructuring 2006", published by Law Business Research Ltd., September 2005.
• "Contract Drafting and Negotiation", lecture given to senior officers of the Electricity Generating Authority of Thailand (EGAT), Bangkok, September 7, 2005.
• (With Peter Poleacov), "Thailand: Commercial Developments - 2004 in Review", August 2005.
• (With Elizabeth Suzanne Miller), "The Financial Sector Master Plan: Inspiring Changes Among Thailand's Banks", July 2005.
• "Formal vs. Informal Corporate Debt Restructuring", presentation at the conference on Corporate Debt Restructuring organized by Asia Business Forum, Kuala Lumpur, April 26-27, 2005.
• (With Charunun Sathitsuksomboon, Pimvimol Vipamaneerut, Sriwan Puapondh, and Edward A. Madden), "Doing Business in ... Handbook 2005" (chapter on Thailand), 10th edition, published by Practical Law Company in association with Lex Mundi, November 2004.
• (With David Lyman, John Fotiadis, Thawat Damsa-ard, Noppramart Prasitmonthon, Pascale Prud'homme, Piyanuj Ratprasatporn, Anongporn Thanachaiary and Pimvimol Vipamaneerut), contributed to "Doing Business in 2005: Removing Obstacles to Growth", a co-publication of the World Bank, the International Finance Corporation and Oxford University Press, September 2004.
• "Update on the Recent Changes in Thailand's Construction Law", presentation at the Asia Business Forum's Conference on Land & Property Law in Thailand, Bangkok, August 20, 2004.
• "Mergers & Acquisitions: Due Diligence and Contractual Issues", presentation at ICT-CEO Forum 2004, Bangkok International ICT Expo 2004, organized by Ministry of Information and Communication Technology, Thailand, August 6, 2004.
• "Drafting/Negotiating Thai Business Contracts", presentation at the seminar, Contract Drafting Thailand, organized by AsiaCapital Events, Singapore, July 6, 2004. Also member of panel on Thai Legislation Overview.
• Member of Panel, Trends and Developments in Asian Insolvencies, and spoke on "Bankruptcy Law and Practice in Thailand" at the Fourth Annual International Insolvency Conference, organized by International Insolvency Institute, Fordham University School of Law, New York, June 7-8, 2004.
• "M&A Due Diligence", presentation at the Asia Business Forum's Conference on Strategic Alliances, Joint Ventures and Mergers & Acquisitions in Thailand, Bangkok, May 27-28, 2004.
• "Mergers & Acquisitions: Recognizing the Importance of Legal Issues", presentation at the conference on Mergers & Acquisitions organized by the Knowledge Group, Kuala Lumpur, May 26-28, 2004. Also chaired the first day of the conference.
• (With Torajiro Ohashi and Pimvimol Vipamaneerut), "Thai Labor Law", presentation to the Japanese Club of Eastern Seaboard, Cholburi, April 26, 2004.
• Norton Annual Survey of Bankruptcy Law - THAILAND Chapter, March 31, 2004.
• (With Torajiro Ohashi and Pimvimol Vipamaneerut), "Thai Labor Law", presentation to the Chonburi-Rayong Japanese Association, Sriracha, February 20, 2004.
• "Conducting Due Diligence to Minimize Risk", paper presented at the Asia Business Forum's Conference on Corporate Restructuring, Singapore, October 13, 2003.
• "Legal Developments with Respect to Non-Performing Loans and Their Implications on the Thai Property Market", paper presented at The Asia Business Forum's conference on Thailand Property & Land Law, Bangkok, September 23, 2003.
• "Corporate Finance in Thailand" (introduction on the corporate finance legislation in Thailand) for the International Financial Law Review 1000 (2004 edition), June 2003.
• "Mergers & Acquisitions in Thailand--Practical Experience & Problems", paper presented at the In-House Congress Bangkok 2003 organized by Pacific Business Press, January 23, 2003.
• "Banking & Financial Issues", paper presented at the seminar, Doing Business in Thailand, organized by Key Media Pte Ltd., Singapore, May 2, 2002.
• "Slaying the hydra", Asian Financial Law Briefing, Vol. 2 Issue 2, March 2002.
• "Thai Asset Management Corporation (TAMC)", Thailand: Legal Developments (Tilleke & Gibbins Newsletter), March 2002. Also posted on Mondaq.com, April 10, 2002, and Offshoretoday.com, April 23, 2002. Published in Thailand Corporate Finance Alert, Volume 3, No. 6, June 2002, and Canadian International Lawyer (a publication of the Canadian Bar Association and Ontario Bar Association), Vol. 5 No. 1, 2002.
• "Addressing Thailand's Non-Performing Loans". Posted on Mondaq.com, December 13, 2001. Published in Thailand Corporate Financial Alert, April 2002.
• "Experience on Unpaid Claims", paper presented at the Asia Business Forum's Conference on Handling Claims & Disputes in Construction Contracts in Thailand, Bangkok, Thailand, November 30, 1999.
• "Non-performing Loans (NPLs) and Their Effect on Insolvency and Corporate Debt Restructuring in Thailand", paper presented at the Asia Business Forum's Regional Insolvency and Debt Restructuring Conference, Singapore, October 29-30, 2001.
• "Out-of-Court or Court-Supervised Restructuring", paper presented at the Thai-Canadian Chamber of Commerce Luncheon Meeting, Bangkok, Thailand, August 25, 1999.
• "Bankruptcy Law Off to Slow Start", Business Day, August 13, 1999.
• "Corporate and Debt Restructuring in Thailand", paper presented at the seminar on Bankruptcy and Corporate Restructuring organized by Tilleke & Gibbins, Bangkok, Thailand, April 29, 1999.
• "Looking at bankruptcy law from a foreign perspective", The Nation, April 7, 1998. (two-part series).

Interviews:

• Interviewed by Corporate INTL magazine about Tilleke & Gibbins' participation in TAGLaw, August 2009.
• Interviewed by Thailand Property Report about the repercussions of the policy issued by the Ministry of Interior on May 15, 2006 requiring greater scrutiny of land purchases by companies with foreign investors, October 2006.
• Quoted in ALB Special Report: Thailand, "Thailand: At the Cross Roads", Asian Legal Business Issue 4.18.
• Featured in column On Assignment, Image Magazine, Vol. 17, Issue 9, September 2004.

Practice Areas:  Banking and Finance; Insolvency, Bankruptcy, and Restructuring; International Trade; Japanese Client Services; Property and Construction;

E-mail:

• cynthia.p@tillekeandgibbins.com

Telephone: +66 2653 5559

Facsimile:  +66 2653 5678

(June 2010)