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Western lawyers trying to function amid stifling red tape and corruption in Vietnam have long given that market negative reviews. Coudert Brothers and Clifford Chance, for instance, both bailed out on their branch offices there a few years ago. Baker & McKenzie and White & Case still maintain branch offices in Vietnam, but they’re quite small. The obstacles to progress are myriad — trials that are not transparent, limited access for counsel to proceedings — but criminalization of commercial transactions, particularly in borrower-lender agreements gone bad, is of profound concern. Stiff criminal penalties, including death, are periodically imposed for economic crimes. As recently as May 11, a woman was executed on a $700,000 fraud conviction. But rumors of the demise of the private sector in Vietnam are exaggerated. The economy is growing at an impressive 7 percent annual clip. And the government now recognizes it must reform to earn investor confidence and compete with regional powerhouses such as China. On July 1, Vietnam’s new Criminal Procedure Code was set to go into effect. The code now provides for increased transparency and access for defense counsel at trial, but also compensation for plaintiffs who demonstrate, on appeal to higher courts, government wrongdoing at the trial level. This is a radical reform for a Communist government generally loath to admit mistakes or encourage citizens to agitate for redress. If this is finally the “Vietnam spring” that investors have been waiting for, what’s in it for lawyers? The answer, for now, may not come from foreign firms in retreat but from one Vietnamese firm on the attack. Phan Nguyen Toan is the articulate, 40-something managing partner of Leadco. Although it has only 11 lawyers, Leadco is a leading firm in Hanoi. A Yale Law School graduate and former government official, Toan leans forward in his chair, propelled by his clients’ success into an enthusiastic riff about his business: Leadco is processing incorporation documents for 20 to 30 startups per month. Most are founded by young entrepreneurs with limited capital — “we encourage them to realize their dreams,” he says with a satisfied smile. Often the firm waives its initial fees, hoping that once established, the client will return for more substantial — and lucrative — counsel. Some clients’ futures appear so bright that Leadco accepts options for services; the firm even invests cash for an equity position in the most exciting ventures. Close your eyes, and it’s Silicon Valley circa 1999. Leadco smells opportunity and is taking on a raft of diverse new clients, from manufacturing to telecom. Toan is uniquely poised to navigate the decreasingly onerous shoals of Communist Party-controlled Ministry of Justice decrees. It helps that he worked there for 15 years. Indeed, Leadco’s history provides a useful map to trace the trajectory of legal reform. Until the early �90s, law in Vietnam was the exclusive domain of government lawyers. But after the collapse of the Soviet bloc, Vietnam, perforce, began its long reform process. In 1994, Toan understood the moment and its embryonic need for private lawyers. He took leave of his job in the Ministry of Justice — which was gradually losing its monopoly on lawyering in Vietnam — to attend Yale. When Toan returned in 1996, the reforms began accelerating. Toan saw an opening. He joined Leadco, which had been founded in 1992 by a former senior government official. The founder soon retired, and Toan became managing partner. He hired young lawyers, many of whom had worked at the Ministry of Justice and studied abroad, “so we understand foreign companies’ way of thinking, what they need and what they can offer,” Toan boasts. Leadco’s original orientation was foreign clients, but in 2000 Vietnam passed a new Enterprise Law enabling domestic enterprises to penetrate the market. This inaugurated a phase of significant liberalization and unleashed those 20-30 new ventures Leadco incorporates every month. Leadco is now borrowing another page from the playbook of American law firms: taking on a pro bono client. In April, Leadco sponsored an initiative between the Ministry of Justice and a Swiss nongovernmental organization to bring American public defenders from Miami and Los Angeles to Hanoi for a weeklong training course. The Americans schooled 200 local lawyers in the mechanics of the adversarial process that was introduced by the new criminal code — the first such international criminal defense training course ever in Vietnam. Why would an entrepreneurial Vietnamese law firm spend time and resources on pro bono? “Because,” says Toan, with the confidence of someone who has assessed these issues from the perspectives of both government and private sector, “legal reform is important for everyone.” Fledgling capitalists and their lawyers included. Kenneth Cain is a freelance writer based in New York City. This article was originally published in The American Lawyer magazine, a Recorder affiliate.

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