Corporate M&A 2024 Comparisons

Businesses in Myanmar have faced a number of significant legal, political and economic challenges as well as a challenging regulatory and investment environment since 2020. A particularly significant legal development for businesses in Myanmar involves foreign exchange measures implemented by the Central Bank of Myanmar (CBM). Notably, the CBM issued Notification No 12/2022 and Directive No 4/2022 (each dated 3 April 2022) and Directive No 5/2022 and Directive No 6/2022 (each dated 5 April 2022), requiring that:

• Myanmar residents (other than Myanmar government entities and those provided an express exemption by the CBM) deposit earnings, capital income and borrowings and unilateral transfers denominated in a foreign currency in an account at an authorised dealer bank and convert those amounts to kyats at the CBM reference rate (MMK2,100 per US dollar since 5 August 2022) within one business day;
• foreign currency amounts already held by such Myanmar residents be converted to kyats at the above-mentioned CBM reference rate; and
• all foreign currency remittances from Myanmar (including payments for goods and services, dividend distributions and loan repayments) obtain the prior approval of the Foreign Exchange Supervisory Committee (FESC), which was formed under Order No 28/2022 of the State Administration Council of Myanmar on 4 April 2022.

The CBM has continued to amend these requirements. Most recently, on 6 December 2023, the CBM published a letter it had issued to authorised dealer banks in Myanmar advising that it would not set the exchange rate for the online trading of foreign currencies and that banks were free to undertake foreign exchange transactions at the market rate. Previously, on 30 December 2022, the CBM had notified authorised dealer banks in Myanmar that the FESC had determined that ‒ for companies with more than 35% foreign ownership (“foreign companies”) – it would not be necessary for banks to compulsorily convert foreign currency-denominated amounts held by them to Myanmar kyats. Instead, such currency may be used for their own use or converted to kyats at banks (although offshore remittance remains subject to FESC approval). Businesses operating in Myanmar must remain alert to such regulatory changes and the implications for their business.

Targeted sanctions by major Western jurisdictions (such as the USA, EU, United Kingdom, Canada and Australia) also remain in force in response to a state of emergency declared on 1 February 2021 under Order No 1/2021 of the Office of the President of Myanmar (Pro Tem) – according to which, the legislative, executive and judicial powers of the government of Myanmar were transferred to the Commander-in-Chief of the Defence Services (CIC). Among those subject to sanctions are senior military and government officials (including the CIC) and institutions (including the State Administration Council) and enterprises, as well as businessmen and companies affiliated with the Myanmar armed forces.

As a result of those developments, Myanmar’s M&A market has remained slow throughout the past 12 months, and is expected to remain so in the near future − although Myanmar remains a market with long-term potential for investors. Some high-profile foreign investors have also chosen to exit their investments in Myanmar as a result (see 1.2 Key Trends).

It has become increasingly important for all investors − whether remaining in Myanmar, seeking to exit Myanmar, or considering new investments − to undertake a due diligence review of their operations to ensure they are conducting their operations in Myanmar in an ethical and appropriate manner that is in accordance with applicable sanctions.

On 3 July 2023, Myanmar Agro Exchange Public Co Ltd (MAEX) became the eighth company to list on the Yangon Stock Exchange (YSX). The listing of established companies such as MAEX will also help the YSX (which began operations in December 2015) to develop further as a stock exchange. For further details, see the Myanmar Trends and Developments chapter in this guide.

Financing for Myanmar businesses is likely to increasingly rely on domestic Myanmar sources, including banks. The World Bank observed in its latest Myanmar Economic Monitor (published in December 2023) that bank deposits appear to have stabilised between June 2022 and June 2023, permitting local banks to consider extending credit. Listing on the YSX may be viewed by Myanmar businesses as another potential option to obtain financing, even though trading on the YSX remains limited.

Corporate activity by existing foreign investors in the past 12 months has continued to include exits from Myanmar.

As mentioned in 1.1 M&A Market, it has become increasingly necessary for all investors to undertake enhanced due diligence in Myanmar.

Statistics from Myanmar’s companies registrar, the Directorate of Investment and Company Administration (DICA), show that ‒ as of 31 December 2023 – foreign investment has been weak in the current fiscal year (ending 31 March 2024). This investment has been focused primarily on the power, manufacturing and transport and communications sectors.

Acquisitions in Myanmar may be undertaken by way of the acquisition of shares in − or a transfer of the business or assets of − the target. In terms of share acquisitions in listed companies, foreign share trading is now possible for companies listed on the YSX and also those that register on the Pre-Listing Board (PLB) established by the Securities and Exchange Commission of Myanmar (SECM) under Notification No 1/2022 dated 1 February 2022 as a precursor to a listing on the YSX (see 2.3 Restrictions on Foreign Investments for more information).

However, in practice, hostile unsolicited transactions are not possible in Myanmar. There are currently no takeover regulations in this jurisdiction in relation to listed companies and there is no history of unsolicited transactions involving YSX-listed companies.

The Myanmar Companies Law (Law No 29/2017) (MCL) also provides for schemes of arrangement. Schemes approved by 75% of shareholders (or creditors) are binding on all shareholders (or creditors) and the MCL provides for a court − either by the order sanctioning such scheme or a subsequent order − to make provisions for the transfer of a company’s undertaking or its shares, pursuant to such scheme. However, there is no precedent in Myanmar for schemes of arrangement, so the courts have not yet developed their practice regarding such schemes.

The primary regulators for M&A activity in Myanmar are:

• the DICA, which administers the MCL;
• the Myanmar Investment Commission (MIC), established under the Myanmar Investment Law (Law No 40/2016) (MIL);
• the CBM, which was established under the Central Bank of Myanmar Law (Law No 16/2013) and administers foreign exchange regulations in Myanmar;
• the SECM, which administers the Securities and Exchange Law (Law No 20/2013) (SEL) and the YSX (established pursuant to the SEL in 2015); and
• the Competition Commission, established on 31 October 2018 under Notification No 106/2018 of the Myanmar government to enforce Myanmar’s Competition Law (Law No 9/2015).

Foreign Investment Regulation

The MIL, which came into effect on 30 March 2017, combined the previous local and foreign investment laws into one law and provides for a streamlined investment approval process.

Foreign investment restrictions

The MIC issued Notification No 15/2017, titled List of Restricted Investment Activities in relation to Section 42 of the MIL (the “Negative List"), on 10 April 2017 − thereby setting out the types of investments that are restricted to foreign investment, require approval of a Myanmar government ministry, or may only be made through a joint venture with a Myanmar company. Under the Myanmar Investment Rules (Notification No 35/2017) (MIR), a Myanmar company is required to have at least a 20% shareholding in such a joint venture.

The Negative List was intended to be a comprehensive list of all such restrictions. However, the authors are not aware of any updates since 9 April 2018, when the criteria for Ministry of Electricity and Energy (MOEE) approvals of energy sector projects was updated. Investors are advised to obtain legal advice on the specific restrictions applicable to any proposed transaction at the time of investment.

Permissions to avoid foreign investment restrictions on land ownership

Foreign investors will require a land rights authorisation from the MIC under the MIL in order to have the right to enter into a long-term lease of land. This is in light of the restrictions under the 1987 Transfer of Immoveable Property Restriction Law (TIPRL), which may in practice limit leases of land for more than one year and transfers of immovable property to companies not considered “Myanmar companies” without such an authorisation.

Approvals required for Myanmar projects

Generally, a permit will be required under the MIL from the MIC for foreign and local investments that are strategically important, capital-intensive, have a large potential impact on the environment or local community, and use state-owned land − as well as for other designated investments.

On 30 March 2017, the MIC issued the MIR, which sets out the process of obtaining approval under the MIL.

MIC approval will also be required for the direct (and, potentially, indirect) acquisition of a majority of shares or controlling interest in a company with an MIC permit or endorsement. Although the MIC has advised in the past that it need not be notified of indirect transfers of shares in companies with MIC permits or endorsements, a prudent approach would be to confirm this with the MIC on a case-by-case basis, given that indirect interests are within the scope of the approval requirement under the MIL.

Foreign Ownership Restrictions in Relation to Property

The TIPRL prohibits the transfer of immovable property to − or its acquisition or lease for more than one year by − foreign citizens or “foreign-owned companies” (defined as companies that are not 50% or more owned or controlled by Myanmar citizens). However, notwithstanding this definition, it is possible that Myanmar governmental authorities may restrict transfers or long-term leases by “foreign companies” as defined in the MCL (ie, companies with more than 35% foreign ownership) in practice.

Foreign Share Trading on the YSX and PLB

The YSX, established in 2015, is still developing as a stock exchange and there are currently only eight listed companies. The SECM and YSX have implemented a number of measures to encourage further listings and share trading.

Notably, foreigners were permitted to trade shares on the YSX from 20 March 2020, under Notification No 1/2019 issued by the SECM on 12 July 2019. The YSX issued the Framework for Trading by Foreign Investors on 6 September 2019, which implemented the SECM’s notification by setting out the roles and responsibilities of listed companies, securities companies and the YSX in relation to foreigners trading shares on the YSX. The SECM subsequently issued Instruction No 1/2020 on 6 March 2020 setting out the requirements for securities companies to open accounts for foreigners to trade shares.

Under Instruction No 1/2020, both resident and non-resident foreigners are entitled to trade shares on the YSX. Each listed entity is also permitted to set its own limit for the shareholding by foreigners and, under its Framework for Trading by Foreign Investors, the YSX would suspend purchase orders by foreigners that risked exceeding the upper limit for foreign shareholding (ie, within 5% of the upper limit set by the company).

On 28 September 2020, the YSX also announced that it was launching the PLB to act as an initial step towards listing on the main board of the YSX and to provide greater opportunities for unlisted public companies to raise funds. The Securities Registration Business Regulations and Business Operations Manual for the Pre-Listing Board were subsequently published on 2 October 2020. The PLB was formally established by the SECM on 1 February 2022 and, on 28 June 2023, the SECM issued Notification No 1/2023 setting out the procedure to register on the PLB. As with the YSX, foreign share trading is permitted on the PLB. As of 12 March 2024, no companies have registered on the PLB.

Myanmar’s Competition Law entered into force on 24 February 2017. This law prohibits collaborations whose purpose is to “extremely raise market dominance” or lessen competition in a limited market, as well as those that would result in a market share above the prescribed amount.

Business combinations prohibited under the Competition Law may be exempt in certain circumstances − for example, if the acquired business is at risk of insolvency or if the business combination would promote exports, technology transfer or productivity. However, the Competition Law is a relatively new law and it is not yet clear how its requirements will be applied in practice. The Competition Commission is yet to systematically enforce compliance with this Law.

Employment is primarily regulated contractually in Myanmar, subject to the requirements of a number of labour laws that regulate minimum standards in aspects of employment such as overtime and occupational health and safety − for example, the Employment and Skills Development Law (Law No 29/2013), Shops and Establishment Law (Law No 18/2016), 1951 Factories Act and Occupational Safety and Health Law (Law No 8/2019).

Myanmar has amended several of these laws, and there continues to be a push for further amendment. Under the Employment and Skills Development Law, an employer is required to finalise a written employment contract within 30 days of commencement of employment. The employment contract must be filed with the local township office of the Ministry of Labour. To this end, the Ministry of Labour issued Notification No 140/2017 on 28 August 2017 prescribing a template employment contract to be used by businesses in Myanmar.

On 5 October 2023, the Ministry of Labour’s National Committee for Setting the Minimum Wage issued Notification No 1/2023 increasing the daily minimum wage for the cut-make-pack (CMP) sector by MMK1,000 to MMK5,800 per day. Subsequently, it issued Notification No 2/2023 dated 9 October 2023 extending this increase to all sectors. This was the first time the minimum wage had been raised since 14 May 2018, despite the fact that the Minimum Wage Law (Law No 7/2013) requires the minimum wage to be reviewed at least every two years. It should be noted also that, although the daily minimum wage has increased, the hourly minimum wage (relevant for workers working less than one day or for calculating overtime) was not specifically raised.

There is no specific national security review of acquisitions in Myanmar. However, the MIC must consider − along with other criteria − whether an investment proposal is compatible with the national security policies and objectives of the Myanmar government.

Implementation of IP Laws

Myanmar implemented a long-awaited IP reform in 2019, with the passing of the Industrial Design Law (Law No 2/2019) and the Trade Mark Law (Law No 3/2019) on 30 January 2019, the Patent Law (Law No 7/2019) on 11 March 2019 and the Copyright Law (Law No 15/2019) on 24 May 2019. However, the entry into force of these laws had been subject to a further notification. The State Administration Council (SAC) undertook the necessary steps to implement these laws in 2023, with the exception of the Patent Law.

On 10 March 2023, the SAC announced (under Notification 82/2023) that the Trade Mark Law would enter force on 1 April 2023. Subsequently, on 18 October 2023, the SAC issued Notification Nos 217/2023 and 218/2023 announcing that the Industrial Design Law and Copyright Law would enter into force on 31 October 2023.

The Ministry of Commerce also issued the Rules for the Registration of Marks (set out in Notification No 17/2023 dated 31 March 2023), the Industrial Design Rules (set out in Notification No 67/2023 dated 29 September 2023) and the Rules for Registration of Literary and Artistic Works and Related Rights Matters (set out in Notification No 70/2023 dated 23 October 2023), providing the detailed rules for the registration of trade marks, industrial designs and copyright. The implementation of these laws is a significant development for the protection of IP rights in Myanmar. Previously, there was limited protection for IP apart from trade marks, which were registered through registering a declaration of the ownership of a trade mark under the Registration of Instruments Law (Law No 9/2018), whereby the registration of certain documents is provided for.

Filings for registrations of trade marks already in use or registered under the Registration of Instruments Law (Law No 9/2018) have been accepted under the Trade Mark Law since 1 October 2020 under Order No 63/2020 of the Ministry of Commerce dated 28 August 2020. Trade marks for which such filings have been made will be registered under the Trade Mark Law with effect from the date it takes effect.

Financial Action Task Force

At the Plenary Meeting of the Financial Action Task Force (FATF), held in Paris on 21 October 2022, FATF added Myanmar to the list of jurisdictions that are subject to a “Call for Action” (known generally as its “black list”). In its latest mutual evaluation report on Myanmar (adopted in 2023), FATF determined that Myanmar had made minimal progress in addressing technical compliance deficiencies. Consequently, Myanmar will remain subject to a “Call for Action”. As a result of these measures, it is expected that there may be additional complexity and therefore more time may be required for payments and finance involving Myanmar or Myanmar citizens or companies.

There have been no significant changes to takeover laws. No changes are expected during the next 12 months.

Building a stake in a target prior to launching an acquisition offer − albeit possible under the MCL − is not customary in connection with acquisitions in Myanmar.

Under Notification No 1/2016 of the SECM, an extraordinary report would be required in connection with share acquisitions that result in:

• a change in a public company’s parent company or major shareholder (defined as a shareholder of more than 20% of shares in the company); or
• a transfer of a public company’s material undertaking.

The daily trades by foreign investors in listed companies and companies registered on the PLB would need to be reported to the YSX for the purposes of ensuring compliance with applicable restrictions on foreign shareholding (see 2.3 Restrictions on Foreign Investments for more information).

There are no limits on the ability of a company to include rules in its corporate charter that create barriers to an acquirer increasing its stake in a target. However, these kind of hurdles are unusual.

There is currently no market for derivative instruments in Myanmar. It is expected that the regulatory framework for such instruments will develop over time as Myanmar’s financial market expands.

There is currently no market for derivative instruments in Myanmar.

There is no requirement for shareholders to disclose the purpose of their acquisitions. There is no practice of hostile takeovers in Myanmar.

There is no obligation to disclose a deal other than where the material shareholding disclosure thresholds are triggered for public companies (see 4.2 Material Shareholding Disclosure Threshold).

Disclosure of transactions is typically based on the commercial requirements of the parties involved and the applicable legal requirements (eg, disclosure obligations of foreign investors under overseas stock exchange rules).

As in other jurisdictions, the scope of due diligence will depend on the risk appetite of the acquirer. A typical legal due diligence would cover:

• the corporate information of the company;
• compliance with Myanmar law;
• verification of its licences and assets (including IP);
• review of material contracts;
• labour and environmental compliance; and
• outstanding financial obligations and securities granted by the company.

In Myanmar, it is particularly important to undertake thorough due diligence of the following.

• Sanctions risk – as noted in 1.1 M&A Market, sanctions have been imposed by a number of jurisdictions, including the USA, the EU, the UK, Canada and Australia. As a result, it will be important to review the ownership and management of potential targets in order to assess whether there are any risks to the transaction under an applicable sanctions programme.
• Human rights – as noted in 1.1 M&A Market, businesses intending to operate in Myanmar would be advised to undertake a human rights due diligence review prior to making their investment (and while undertaking their business in Myanmar) to ensure that their operations in Myanmar will be conducted in an ethical and appropriate manner.
• The licences and approvals obtained by the target company for its business – especially as there are varying levels of understanding of (and compliance with) applicable licensing and approval requirements in Myanmar.
• Interests in land – this can be challenging owing to the poor quality of official documentation regarding land title (Myanmar lacks a comprehensive land titles registry), as well as the prevalence of informal arrangements for land use in Myanmar (eg, companies often operate on land belonging to a third person such as a major shareholder).
• Corruption, money laundering and terrorism financing – as noted in 3.1 Significant Court Decisions or Legal Developments, Myanmar remains listed by FATF among countries subject to a “Call for Action” for failing to complete its action plan to address strategic AML/CFT deficiencies.

To the extent that a target does not have information easily available in electronic format (which is often the case in Myanmar), there may be delays in obtaining relevant information.

Generally, due diligence for acquisitions continues to be challenging in Myanmar. This is mainly down to poor record-keeping and compliance by Myanmar companies, lack of familiarity with due diligence processes, and reluctance to disclose company information. Prospective acquirers are advised to engage early with potential target companies to explain the purpose and nature of due diligence procedures and build the relationships necessary to ensure an appropriate quality of disclosure.

Standstill agreements are not usually demanded in Myanmar. However, buyer protections such as exclusivity are often negotiated between parties.

Purchase terms are typically documented in definitive agreements. As in other jurisdictions, these typically take the form of:

• a sale and purchase agreement for the applicable shares, business or assets;
• a shareholders’ agreement (if applicable); and
• any other document necessary to effect the transfer of the shares, business or assets (eg, land conveyances).

The timeline to process an acquisition or sale is typically several months and depends on the nature and complexity of the transaction, relationship of the parties, and the period required for due diligence.

There is no applicable mandatory offer threshold, reflecting the absence of takeover regulations in Myanmar.

Consideration is most commonly in the form of cash. Where the consideration is financed through loans, such finance has historically been obtained offshore, given that Myanmar’s banking sector is still developing. However, recent restrictions by the CBM may impact the availability of such financing in future. Specifically, on 13 July 2022, the CBM issued Letter No FE-1/744 (Ka), in which it requested that authorised dealer banks in Myanmar instruct customers who are borrowers under offshore loans to negotiate a suspension of the repayment of those loans − including principal repayments and interest under those loans − whether in cash or in kind. In addition, such payments require FESC approval under CBM Notification No 12/2022. These restrictions have significant implications for offshore lenders. In addition, international lenders may also face challenges when providing new loans for transactions in Myanmar while it remains listed by FATF among countries subject to a “Call for Action”.

If an M&A transaction is in the form of a joint venture between a foreign and local Myanmar partner, the Myanmar joint venture partner would typically make its contribution to the project company in kind by contributing assets (such as immovable property). The foreign joint venture partner would provide cash.

In terms of valuation certainty, obtaining accurate financial information on a target company in Myanmar is often challenging, owing to the poor accounting practices and record-keeping of companies in the country. However, although tools to mitigate this uncertainty (such as closing accounts) are available, the purchase price is generally not adjusted in practice − reflecting, in part, the difficulty of obtaining relevant financial information.

It is generally understood that, in practice, all transfers of funds into or from Myanmar are governed by the Foreign Exchange Management Law (Law No 12/2012) (FEML). Prior approval from the CBM is likely to be required for loans, whereas equity fund transfers need only be declared to the CBM under the FEML. In addition, remittances offshore for any loan repayments (or payments of interest), distributions or return of capital can be expected to require a further FESC approval.

The terms of M&A offers are negotiated between the parties. However, schemes of arrangement are subject to court supervision − although these are seldom used in practice.

For schemes of arrangement, which are available as a matter of law (albeit not used in Myanmar in practice), schemes approved by 75% of shareholders (or creditors) are binding on all shareholders (or creditors). A court can make provisions for the transfer of a company’s undertaking or its shares, pursuant to such a scheme, either by the order sanctioning such scheme or a subsequent order.

In addition, the approval of an offer to acquire the shares of a public company by 75% of shareholders within four months of such offer will give rise to a right on the part of the acquirer to compulsorily acquire the shares of dissenting shareholders upon notice within two months, subject to any objection proceedings.

There are, in principle, no restrictions on including conditions (such as for obtaining finance) as part of business combinations. Schemes of arrangement could be conditional, subject to the court’s supervision.

Deal protection and cost coverage mechanisms typical to M&A (such as confidentiality or non-disclosure agreements, non-solicitation agreements, and break-up fees or reverse break-up fees) are not prohibited in Myanmar and may be used to protect deals from third-party bidders as in other jurisdictions.

Given the changing situation and the potential for further downside risk, it is expected that acquirers and investors would seek to include material adverse change clauses as a condition to transactions.

There have been no regulatory changes that have impacted the length of interim periods. However, disruptions to governmental services may have an impact on the ability to meet closing conditions for an investment.

A bidder that does not seek 100% ownership of a target may be able to negotiate governance rights such as board representation and other protections typically found in a shareholders’ agreement (eg, reserved matters and pre-emptive rights).

Under the MCL, individual shareholders may approve a proxy and corporate shareholders may approve a corporate representative to represent them at general meetings.

As noted in 2.1 Acquiring a Company, schemes of arrangement provide a means of squeezing out minority shareholders who have not agreed to an acquisition. In addition, the approval of an offer to acquire the shares of a public company by 75% of shareholders within four months of such offer will give rise to a right on the part of the acquirer to compulsorily acquire the shares of dissenting shareholders upon notice within two months, subject to any objection proceedings.

Irrevocable commitments of shareholders in relation to an acquisition are not used in Myanmar, which reflects the fact that a public takeover market has yet to develop in Myanmar.

Other than the disclosure obligations applicable to public companies described in 4.2 Material Shareholding Disclosure Threshold, there are no specific legal obligations to make a bid public.

Companies may issue shares to individual investors from time to time. However, a prospectus approved by the SECM would need to be prepared under the MCL and SEL in connection with an offer to the public − except in the situations described in Notification No 1/2020 of the SECM dated 15 May 2020 (eg, offers to prescribed classes of sophisticated investors).

Financial statements do not have to be disclosed as part of any legal disclosure requirement for bids in Myanmar. Under the Myanmar Accountancy Council Law (Law No 31/2015), financial statements are required to be prepared in accordance with the Myanmar Financial Reporting Standards, which are based on the International Financial Reporting Standards (IFRS).

On 1 December 2020, the Office of the President issued Notification No 118/2020, further implementing the Extractive Industries Transparency Initiative (adopted in 2014 by Myanmar) by requiring all contracts in the extractives sector to be made publicly available from 1 January 2021. This requirement has not been enforced to date. There are no broader requirements under Myanmar law for transaction documents to be disclosed.

Directors owe statutory directors’ duties to the company under the MCL − for example, to act in good faith, in the company’s best interests, and with due care and diligence. These duties would apply to a directors’ conduct in the context of overseeing M&A activities. Section 166(e)(i) of the MCL provides that − when exercising their duty to act in good faith and in the best interests of the company − a director may consider the likely long-term consequences of their decisions, including the impact on employees, business relationships with customers and suppliers, the environment, and the company’s reputation.

Special or ad hoc committees are not typically used for business combinations.

While the business judgement rule applies in Myanmar under Section 165(b) of the MCL, directors’ duties and this rule were only introduced in Myanmar as part of the MCL reform. As such, its application has yet to be tested in the country’s courts.

The nature of independent outside advice is subject to the discretion of the directors. Typically, the directors of a target company will retain independent legal advisers.

The MCL provides for statutory directors’ duties, including the duty to act in good faith and in the company’s best interests. However, there has not been judicial scrutiny of these duties as yet. While obligations regarding conflicts of interest also applied to directors under the former Myanmar Companies Act of 1914, this has not to date been the subject of judicial scrutiny in Myanmar.

In practice, hostile tender offers are not possible in Myanmar.

See 9.1 Hostile Tender Offers.

See 9.1 Hostile Tender Offers.

See 9.1 Hostile Tender Offers.

See 9.1 Hostile Tender Offers.

Litigation is not common in Myanmar, including in connection with M&A deals. This reflects how Myanmar’s legal system – particularly in relation to sophisticated commercial disputes – is still developing its capacity.

The matter is not applicable in this jurisdiction.

Although there are ongoing commercial disputes regarding broken-deal disputes, these have not yet been resolved. As a result, no major precedents have been established recently regarding “broken-deal” disputes.

Since the declaration of the state of emergency on 1 February 2021, strong activist pressure has continued to be applied on companies operating in Myanmar. The focus has been on companies with ties to Myanmar’s armed forces; however, companies operating in Myanmar more broadly are also affected. This pressure has come from within the Myanmar community and the Myanmar diaspora, as well as from the wider international community. Pressure has been brought to bear through publicity campaigns, boycotts of products within Myanmar by distributors and consumers, and reports and open letters.

The aim of activists is primarily to pressure companies with business ties to Myanmar’s armed forces to sever those ties by, for example, withdrawing from supply or purchase arrangements or investments. However, as noted in 11.1 Shareholder Activism, this has also had a broader effect on companies that are operating in Myanmar.

To date, activists have primarily targeted completed transactions. The primary goal of activists in Myanmar is to disrupt business dealings between third parties (including local and foreign investors) and the Myanmar armed forces and affiliated entities.