General Counsel

Summary of job profile:

• The General Counsel is the legal executive of the VTI Group, serving as a trusted advisor to the CEO, Board of Directors, and senior leadership, ensuring the Company operates within the law while advancing its strategic objectives.
• The role provides counsel across a wide spectrum of legal and strategic matters, including franchising (domestic and international), mergers and acquisitions, IPO preparation, litigation, and other enterprise-wide legal and strategic priorities.
• It requires visibility over all transactions, including those at preliminary stages, to anticipate risks and safeguard the Companys long-term value, strategic interests, and corporate reputation, while enabling sustainable growth.

Key Accountabilities:

Corporate Governance & Board Advisory

• Serve as Corporate Secretary to the Board, ensuring effective governance, legal compliance, and strategic decision-making. Prepare and manage Board agendas, draft resolutions and minutes, and maintain corporate records.
• Advise the CEO and Board on the legal structure of the Group and its entities, governance practices, and key strategic initiatives, ensuring compliance with statutory, regulatory, and public company requirements.
• Provide legal guidance on enterprise risk and corporate policies, ensuring compliance, supporting strategic decision-making, and safeguarding the Companys long-term interests.

Strategic Legal Advisory & Enterprise Transactions

• Deliver proactive legal counsel on corporate strategy, enterprise risk, and strategic growth initiatives, ensuring alignment with business objectives and the Annual Operating Plan (AOP).
• Advise business leaders on legal implications of major projects, transactions, and operational decisions, enabling informed, compliant, and strategic decision-making.
• Lead legal oversight of domestic and international franchising, including structuring, negotiating, and drafting area development agreements, franchise agreements, and related documentation.
• Advise on mergers, acquisitions, joint ventures, and other enterprise-level transactions, ensuring thorough due diligence, risk assessment, and strategic structuring, including implications for regulatory compliance and future capital market readiness.
• Monitor emerging legal, regulatory, and industry trends to anticipate risks and advise on mitigation strategies across the Group.

Litigation & Dispute Resolution

• Oversee all disputes, litigation, arbitration, and regulatory investigations with external counsel, including employment, commercial, intellectual property, and shareholder claims, ensuring the protection of the Companys interests, regulatory compliance, and optimizing litigation costs.
• Develop strategies to proactively mitigate litigation and regulatory exposure, ensuring timely and effective resolution.
• Advise and support Business Units on legal matters, including litigation, licensing, and intellectual property issues, ensuring alignment with corporate strategy and risk mitigation.

Commercial & Operational Legal Support

• Drive the drafting, negotiation, and review of critical commercial agreements across the Group, including real estate leases, supplier contracts, and other strategic arrangements, ensuring alignment with business objectives and effective risk management.
• Lead the development, review, and guidance on internal policies and procedures to ensure legal soundness, regulatory compliance, and alignment with corporate strategy.
• Oversee the Companys intellectual property portfolio and regulatory compliance activities, including:
• Registration, renewal, protection, and enforcement of trademarks, copyrights, patents, and licensing agreements.
• Obtaining and maintaining all licenses and certificates required for business activities.
• Establishing and maintaining strong relationships with competent authorities.
• Drive enterprise-wide legal processes and knowledge management, including:

+ Setting standard processes for contract and legal matter review and defining service-level expectations (SLAs).

+ Maintaining and updating the law library with new laws and regulations.

+ Delivering legal training and knowledge-sharing sessions to employees and Business Units, keeping them updated on legal, regulatory, and best practice developments.

• Oversee mandates to external law firms, ensuring cost-effective, high-quality legal service.

Job Requirements:

Education/ Training Qualifications

• A law degree (Bachelor of Laws LL.B., Juris Doctor, or equivalent) is required.
• Post-graduate or advanced qualifications (e.g., Masters degree or professional certifications) in Corporate Law, Commercial Law, or International Business Law are preferred.
• Specialized training or certifications in M&A, Intellectual Property, Franchising, or Regulatory Compliance are advantageous.

Must be a licensed attorney with 10+ years of practice in a large law firm or corporate environment.

WorkExperience

• 15+ years of professional legal experience, with significant exposure to corporate, commercial, and strategic legal matters.
• Proven track record in franchising (domestic and international), mergers & acquisitions, corporate governance, litigation, and high-value transactions.
• Demonstrated success advising Boards and senior executives on complex strategic and regulatory issues.
• Familiarity with public company requirements, IPO preparation, and capital market regulations is highly desirable.

Managerial Experience

• 07+ years in a senior legal management position (e.g., Legal Manager, Head of Legal, or equivalent), preferably in a large corporation or law firm.

Demonstrated success in leading corporate legal teams, developing internal expertise, and managing external counsel effectively.

Knowledge of:

• Deep knowledge of relevant international and Vietnamese legal frameworks.
• Strong expertise in corporate governance, risk management, dispute resolution, intellectual property, contracts, and compliance.
• Solid understanding of franchising laws and regulations (both domestic and international), including structuring, drafting, and negotiating franchise agreements.

Proven ability to interpret and apply legal principles within the Vietnamese context

Skills (Ability to):

• Strategic thinking and sound business judgment, with ability to translate complex legal issues into actionable, business-oriented solutions.
• A high level of professional ethics, integrity, and moral standards is required.
• Strong organizational skills and ability to manage multiple high-value matters and enterprise-level projects simultaneously.
• Ability to work independently, multi-task and prioritize workflow based on the companys commercial priorities and strategic goal.
• Client-focused mindset, building strong internal and external relationships to support organizational goals.
• Effective negotiation, influencing, and decision-making skills
• Excellent written and verbal communication skills; ability to convey legal concepts in pragmatic, business-oriented terms.
• Demonstrated ability to lead high-performing legal teams, develop internal capabilities, and foster cross-functional collaboration.
• Upholds accuracy and attention to detail in all legal matters, ensuring compliance and minimizing risk.