Primyadar Duangrat

Dr. Primyadar Duangrat

Partner
Baker & McKenzie Limited Attorneys at Law

Biography

Dr. Primyadar Duangrat is a member of the Firm's Financial Services practice in Bangkok. She focuses on domestic and international capital markets and securitization, domestic and international mergers and acquisitions, corporate restructuring, corporate governance, securities, and other corporate and commercial related laws. She also advises on family business governance.

Practice Focus

Dr. Primyadar's practice covers a variety of securities transactions and all types of capital market instruments. These include fund raising, listing on Thai and foreign stock exchanges, domestic and international 144A and Regulation S initial public offering, private placement, and rights issues.

She also advises on laws related to domestic and offshore investments, M&A, joint ventures, corporate restructuring, due diligence investigations, commercial contracts, and general corporate and commercial matters.

Dr. Primyadar has substantial experience advising publicly-listed companies on corporate governance, regulatory and compliance issues as well as dealing with government agencies, such as the Stock Exchange of Thailand (SET) and the Securities & Exchange Commission (SEC).

Representative Legal Matters

  • Advised Bualuang Securities Public Company Limited, Kasikorn Securities Public Company Limited, SCB Securities Company Limited as well as Merrill Lynch (Singapore) Pte. Ltd. and UBS AG, Singapore Branch as a Thai legal counsel in the initial public offering transaction of approximately THB 20 billion in Thailand and international market under Regulation S of Gulf Energy Development Public Company Limited. This deal received Asian-Mena Counsels Honorable Mentions 2017 and named Deal of the Year by SET Awards 2018.

  • Advised Ticon Industrial Connection, one of Thailand's leaders in industrial property solutions, in its private placement of newly issued shares valuing at THB 13.33 billion allocated for its strategic investor in compliance with Thai listing rules.

  • Advised Star Petroleum Refining Public Company Limited, one of the leading producers of petroleum products in Thailand, in its initial public offering of new shares and an offering in reliance on Rule 144A and Regulation S. Star Petroleum Refining Public Company Limited’s IPO of 1.4 billion shares valued at approximately THB13 billion.

  • Advised Carabao Group Public Company Limited and its major shareholders in its initial public offering of the shares and an offering in reliance on Regulation S. Carabao Group Public Company Limited’s IPO, which was structured as a holding company, offered 250 million shares valued at approximately THB7 billion. This deal was awarded by Alpha Southeast Asia as “Deal of Southeast Asia 2014.”

  • Advised Thai Airways International Public Company Limited in relation to the public offering of new ordinary shares issued by THAI and the sale of existing shares by the Ministry of Finance (with the over-allotment shares granted by MOF) to investors in the domestic market (through underwriters) and the international market (through initial purchasers) under Rule 144A and Regulation S.

  • Advised Esso Public Company Limited on its international IPO and the listing of its shares on the SET, in tandem with global offering to institutional investors. Esso raised THB9.3 billion from its IPO. It was the biggest deal in Southeast Asia in 2008, and was also named “Best Thailand Deal” by Finance Asia Achievement Awards, 2008.

  • Advised PTT Global Chemical PCL (PTTGC) in the THB 1.6 billion joint venture between PTTGC and Alpla Recycling Holding GMBH (Alpla), for creating a new face of plastic recycling and waste management business in Thailand.

  • Acted as lead counsel for Charoen Pokphand Foods Public Company Limited on the acquisition of Russia Baltic Pork Invest, and its subsidiaries, including coordinating the legal due diligence in various jurisdictions including Russia (various areas), Norway and Denmark, involving various share purchase agreements and shareholders' agreements with major shareholders, private equity funds, tender offer process from minority shareholders, and convertible loans.

  • Advised Charoen Pokphand Foods in its subscription and acquisition of shares in SuperDrob S.A., Poland's leading poultry producer, and further setting up a new joint venture arrangement worth up to EUR 200 million.

  • Advised Boon Rawd Brewery in the acquisition of a USD 1.1 billion stake in Masan Group, a Vietnamese food, beverage and brewery conglomerate, and whereby Masan Holdings is listed on the Vietnam stock exchange. The deal is the largest Mergers and Acquisitions deal in Vietnam up to date. The deal was also named M&A Deal of the Year 2016 by Asian Lawyer Emerging Market Awards.

Professional Associations and Memberships

  • Chulalongkorn University - Visiting Lecturer, Faculty of Law
  • Law Society of Thailand - Member
  • Thai Bar Association - Member
  • University of Oxford - Research Fellow, Oxford Financial Research Centre, Saïd Business School
  • University of Oxford - Legal Researcher, Wolfson College, the Centre for Socio-Legal Studies

Admissions

  • Thailand (2014)

Education

  • University of Oxford (D.Phil. Law) (2006)
  • University of Oxford (Master of Studies Distinction) (2003)
  • Harvard University (LL.M.) (2000)
  • Chulalongkorn University (LL.B. Honors) (1998)

Languages

  • English
  • Thai

Publications

Author, “New Amendments to the Securities and Exchange Act: A Call for Increased Corporate Governance of Publicly Listed Companies,” Baker McKenzie

Author, "New Rules for Connected Transactions," Baker McKenzie

Author, "The Public Limited Companies Act (No. 2) B.E. 2544," Baker McKenzie

Presentations

Lecturer, "Business Organizations and Management" module, Chulalongkorn University, Faculty of Law for LL.M. program

Lecturer, "Law on Business Planning" module, Chulalongkorn University, Faculty of Law for LL.M. program