M&A & Corporate restructuring

An M&A transaction in Vietnam — whether a share purchase, an asset purchase, a merger or a consolidation — calls for thorough legal review of the target, an assessment of foreign ownership conditions in the relevant business lines, and a determination of when the transaction requires approval or an amendment to the Investment Registration Certificate or the Enterprise Registration Certificate, particularly where foreign ownership crosses the thresholds set by the Law on Investment and the Law on Enterprises. Beyond acquisitions, many enterprises also need internal restructuring (demerger, split, conversion of legal form) to streamline operations or to prepare for the next funding round. Without properly structured advice, the result is hidden legal risk, mispricing or a delayed closing.

• Legal due diligence on the target company
• Advice on transaction structure (purchase of shares or capital contribution, asset purchase, merger, consolidation)
• Assessing the conditions and approval procedure where foreign ownership crosses a statutory threshold
• Drafting and negotiating the transfer agreement and the shareholders' agreement (SPA/SHA)
• Support with amending the investment and enterprise registration after the transaction
• Advice on internal restructuring (demerger, split, consolidation, conversion of legal form)
• Handling the labour issues and tax obligations arising from the transaction
• Monitoring and supporting closing and post-M&A obligations