Thananan Sangnuan joined Baker McKenzie in April 1998. She is currently a partner in the Financial Services Division, where her practice includes providing legal services to financial institutions on a broad range of banking, finance, securities, and capital markets issues, including regulatory matters.
Ms. Sangnuan has nearly 20 years of trusted experience advising leading Thai and foreign financial institutions in banking and finance regulatory matters as well as considerable experience in advising a large number of domestic and foreign clients in mergers and acquisitions, including consolidations, joint ventures, securities and takeovers; asset transfer and management, NPL transactions, representing planners and creditors in the rehabilitation of businesses in relation to corporate and debt restructuring; acquisition finance; and capital markets and securitization. Her clients include leaders in the banking and finance, securities, insurance, petrochemical, logistics, and food and beverage industry sectors.
Representative Legal Matters
Advised KT Restaurant Co., Ltd., operator of Santa Fe steakhouse chain, and its shareholders on the disposition of 85.57% total issued shares in KT Restaurant Co., Ltd. to Food Factors Company Limited, which is a subsidiary of Boonrawd Brewery Group.
Advised The Bank of Nova Scotia, which is one of the major shareholders of Thanachart Bank Public Company Limited ("TBANK"), with respect to the merger between TBANK and TMB Bank Public Company Limited.
Advised Manila Water Company, Inc., a subsidiary of Ayala Corporation, in relation to the acquisition of shares in Eastern Water Resources Development and Management Public Company Limited from Electricity Generating Public Company Limited (EGCO).
Providing extensive advice to both Thai and foreign commercial banks in relation to the banking business, general lending, and regulations on the maintenance of capital funds as well as compliance with the Financial Sector Master Plan and consolidation regulation. Regularly advising Thai commercial banks on structuring new types of securities for qualification as the capital of commercial banks, under Thai banking regulations and the Basel Accord.
Representing several domestic and international financial institutions such as Thanachart Bank Public Company Limited, Bank of Ayudhya Public Company Limited (BAY), United Overseas Bank Limited (UOB), Merrill Lynch, Commerzbank AG, and Thai Military Bank Public Company Limited in relation to mergers and acquisitions, joint ventures, and business consolidations, including providing legal advice in relation to regulatory matters, assisting in structuring the transaction, as well as reviewing, commenting on, and negotiating the transaction documents.
Representing several Thai listed companies such as PTT Public Company Limited, PTT Global Chemical Public Company Limited, and ACE Group in relation to mergers and acquisitions, joint ventures, and business consolidations, including providing legal advice in relation to regulatory matters, assisting in structuring the transaction, as well as reviewing, commenting on, and negotiating the transaction documents.
Representing several Thai and foreign financial institutions and companies such as UOB Kay Hian Securities (Thailand) Public Company Limited, Ford Credit International Inc., Thai President Foods Public Company Limited, and Airports of Thailand Public Company Limited in relation to securities and takeover transactions including negotiating and preparing the transaction documents, preparing the application for the acquisition of shares, liaising with the relevant authorities, and providing legal advice on regulatory matters, the structure of the transaction, and other legal issues, tender offers and asset transfer arrangements, joint venture agreements, and sales of shares.
Providing legal services in relation to the structure and establishment of vehicles such as asset management companies (AMCs) to assist in the management of non-performing loans, the due diligence required in the transfer of assets from Thai commercial banks and finance companies to AMCs, preparing the legal documentation and service agreements, as well acting as legal advisor to the boards of directors of the AMCs.
Acting for several Thai commercial banks in the purchase and sale of loan portfolios through bidding processes, and in private auctions. Legal services include providing legal advice in relation to regulatory matters, preparing and reviewing bidding documents as well as preparing, reviewing, commenting on, and negotiating the transaction documents.
Representing various commercial banks in Thailand in relation to the issuance of bonds for sale in accordance with Rule 144A, to form part of the banks’ Tier II capital; the issuance of hybrid Tier I capital, to form part of its Tier I capital; the issuance and offer for sale of ordinary shares and warrants to domestic and foreign investors; underwriting of baht bonds; capital increase transactions; issuance and sale of stapled preferred stocks and subordinated bonds (SLIPS/CAPS); recapitalization transactions; and securitization of assets.
Professional Associations and Memberships
- Thai Bar Association
- Law Society of Thailand
- Thailand (2000)
- Northwestern University School of Law (LL.M.) (2002)
- Northwestern University, Kellogg School of Management (Certificate Business Administration) (2002)
- Chulalongkorn University (LL.B., Honors) (1998)