Areas of Expertise

Investment
The firm has a long history of involvement with investment in Cambodia. The managing partner negotiated the first investment made in Cambodia after passage of the 1994 investment law, a 60 million dollar brewery project. Subsequently, both the managing partner and the principal Khmer associate gave legal advise to the drafting of the implementing sub-decree at inter-ministerial meetings of the Royal Government. Most recently, the Royal Government has drafted a new investment law, changing both incentives and procedures. During 2001-2002, the managing partner coordinated the private sector input to the Royal Government's deliberations on the revision of the investment laws and associated laws and sub-decrees. Thus, Sciaroni & Associates has an intimate familiarity with the history and current status of investment incentives and requirements in Cambodia.

Company Creation
One of the first steps that any investor will take is setting up either a limited liability company or a representative office, and deciding the proper structure of their investment. In general, these actions can be routine matters, but in the absence of a commercial code, changes in procedure and requirements occur on a regular basis, and investors can greatly benefit from a firm such as Sciaroni & Associates that has a long experience in setting up companies. Since government policy can and does evolve over time, a sound working relationship with officials at all levels is necessary in order to make sure that the legal entity suits the particular needs of the client.

Property
With the passage of the new Land Law in 2001, the forthcoming implementing regulations for this law, and the new investment law's provisions for foreign ownership of buildings and structures, real property issues in Cambodia are entering a more mature phase. Whether purchasing, leasing, developing or mortgaging land in Cambodia, the prudent investor should ensure that professional advice and guidance are provided to avoid the very serious pitfalls that can result from a lack of proper procedure or due diligence.

Labor
Labor rights is one of the most publicized issues about Cambodia in the western media. But with proper guidance in implementing the Labor Law and its myriad supporting regulations, investors can smoothly acquire, develop and maintain quality staff. Our principal Khmer and foreign associates have specialized in the labor field since 1997, when the new Labor . Law was passed, and possess years of practical experience in all labor related matters. Members of the firm also have experience serving on the Arbitration Council, the country's labor dispute resolution council.

Intellectual Property
With the accession of Cambodia into the World Trade Organization, Cambodia now is moving toward full set of laws in the field of copyright, trademark, and patent registration. With strong relations with the Ministry of Commerce Intellectual Property Department as well as with other related ministries in this area, the firm can assist the client with its IP requirements. This assistance includes not only trademark registration but also challenges to pre-existing trademarks.

Contracts
Even in a country with a relatively weak legal system, contracts remain a critical instrument in order to detail the intention of the parties and their duties and responsibilities. Contracts are even more important when there are potential economic, social and cultural differences between the parties, and a poorly drafted contract can lead to misunderstandings. And the translation of contracts into the local language frequently is a requirement of local authorities. Sciaroni & Associates stands ready to help make the meaning of the terms and conditions clear to local parties and officials alike.

Tax
The implementation of the Tax Law and its related regulations has evolved over the years, and with the present encouragement of the IMF will continue to do so. Failure to abide by the tax laws, even inadvertently, can have expensive ramifications. Sciaroni & Associates provides clear initial guidance on tax issues for new companies in Cambodia, as well as ongoing services and dispute resolution services with the Ministry of Economy & Finance.

Joint Ventures
Frequently, foreign investors desire local partners. Most likely the local partners will be Cambodian businesses, and on occasion it may be the Royal Government itself. Apart from identifying the right local partner, the negotiating and drafting of joint venture agreements are critical if the enterprise is to be successful. Sciaroni & Associates can help by bridging cultural gaps that may exist between the partners and crafting an agreement that will serve the interests of both parties.

Banking and Finance
Sciaroni & Associates has extensive experience in the financial services area. The firm represents many private banks in Cambodia. In this capacity, members of the firm have provided assistance and advice on project financing and routine corporate matters to banks, borrowers, insurance companies, leasing interests, NGO's, international financial institutions and property developers. The managing partner has also provided advice for the National Bank of Cambodia, the country's central bank. In addition, it has developed an expertise in microfinance, having represented the ACLEDA NGO, Cambodia's largest microfinance institution, in its transition to a full commercial bank. We are assisting with other micro finance transitions as well. We have provided advice to local insurance companies, and assisted negotiations for the creation of the joint venture for Cambodia Reinsurance Co., Ltd.

Due Diligence
For many companies interested in investing in Cambodia, a due diligence exercise is required. Whether it is a joint venture agreement, company acquisition or merger, a property transaction, etc., verifying the essential elements of the commercial activity is a necessity. Sciaroni & Associates has considerable experience in this practice area. Most recently, the firm has participated as local counsel for two due diligence projects in connection with Initial Public Offerings ("IPO") on the Singapore Stock Exchange ("SGX"). These activities require a high standard of detailed work in order to meet the SGX's due diligence requirements. Sciaroni & Associates also has extensive experience and expertise in conducting due diligence and title checks for property transactions.

Government Relations
In a country like Cambodia where the laws and regulations often are vague or so general as to preclude obvious application in specific circumstances, governmental officials frequently have discretion in interpretation and implementation. When a discrepancy in interpretation occurs, it is imperative that the investor is able to explain his perspective to the relevant officials. In such a case, the investor may need assistance in presenting his viewpoint to the Royal Government, and Sciaroni & . Associates is prepared to help make the case. For over a decade, the principal members of the firm have worked at maintaining a good relationship with key officials in the major ministries. This relationship is important not only to better understand governmental policies but also to work toward mutually advantageous interpretations of vague or general laws.

NGO's, IO's, and Diplomatic Community
In recognition of the important role that they play in Cambodia today, the firm has represented non-governmental organizations, religious institutions, international organizations, and members of the diplomatic community. As Cambodia has emerged from decades of war and international isolation, these organizations and missions have played an important role in assisting Cambodia in its diplomatic and economic integration into the modern world. In response to the importance of their presence in Cambodia, Sciaroni & Associates has served a number of non-governmental institutions, international organizations, and foreign embassies.