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Corporate Services
Merger & Acquisition
Mergers & Acquisitions (“M&A”) transactions bring major changes to every enterprise as well as investors, through M&A transactions, the buyer holds shares, assets and business advantages from the target company. With cross-border M&A transactions, the extent to which foreign investors can be present in the target company will depend on Vietnam's commitments in international treaties and specific regulations of the Government.
M&A Vietnam was established in 2012 as one of the companies in the group with PLF Law Firm. As a law firm that has received many prestigious awards, it was voted by clients through prestigious international organizations such as The Legal 500, Asia Law, IFLR 1000, etc. With the advantage of being in the group of a law firm, our experts not only have economic and investment knowledge, but also are equipped with solid legal knowledge in Vietnamese law as well as in international treaties.
The M&A transactions that we have been involved in are spread across many different fields such as: Finance, Manufacturing, and E-commerce, with a variety of implementation methods from M&A transactions regarding purchase and sale of a part or all contributed capital/shares or M&A transactions for assets relating to real estate projects.
In M&A transactions, we can assist client in advise on the client’s concerns during M&A transaction; analyse and give alert the client about potential legal risks of transactions; analyse the nature of the transaction; draft documents such as documents, memorandums of understanding, letters of intent, statements, contracts, notices, endorsements and related documents; structure of M&A transactions; participate in the negotiation process; and carry out legal due diligence.
From the beginning until the completion of the transaction, M&A Vietnam will always accompany and alert clients against any legal risks that may arise in the transaction to protect and enhance the interests of clients.
Advise clients on the M&A transaction
Analysis the potential/ legal risk of transactions
Analyze the nature of the transaction
Structure M&A transactions
Take part in negotiation process
Carry out legal due diligence
Transaction structure
Forming an M&A agreement is quite complex and challenging because of the number of factors to be considered. These factors usually include Finance criteria, enterprise control, business plans, market conditions, laws, accounting – financial policies, etc. The transaction structure is part of M&A process and is necessary to determine to help the enterprise achieve its goals, while considering the risks that the parties may bear. With each option of transaction structure, the enterprise will see the workload, order, expected time, financial costs and risks that may arise during the execution of M&A transactions and solution attached.
1. Legal services
- Learn and evaluate the other party in the transaction;
- Evaluate the feasibility and suitability of the plan against the objectives that the enterprise wishes to achieve in the M&A transaction;
- Develop an implementation plan in line with business goals;
- Negotiate with the other party in the transaction to come to a unified solution.2. How to proceed?
• Communicate through the CRM system, email, phone, online, or face-to-face meetings to define and understand the objectives of the parties in the transaction;
• For and on your behalf to work with the other party in the transaction;
• Liaise and work with competent authorities to determine the extent to which the law allows you and your partner to enter into an M&A transaction;
• Analyze the target that you aim at in the transaction, the compatibility between the target and the legal regulations, government policies and the ability of the parties;
• Make reports and provide an account for you to access our CRM system to monitor the progress of the tasks to be carried out.
Legal Due Diligence
Legal due diligence is often performed to objectively assess the target company's compliance with the law in the M&A transaction from the past, risks that may arise in the future such as administrative fines, lawsuits, and project return. Legal due diligence results will help investors have an overview to make investment decisions and also help target company owners have a more serious view of their business and operations to improve or completely change some aspect of the operations. Based on the purpose and scope of the M&A transaction, a comprehensive review of the target company's legal issues from capital contribution, organizational structure, ownership status and other issues will be carried out.
1. Legal services
- Identify items to be appraised corresponding to the objectives that the parties aim for in the transaction;
- Review all legal documents and records related to the target company of the transaction and the other party to the transaction;
- Prepare legal due diligence reports, assess the level of risks corresponding to each content that does not meet compliance requirements;
- Make a handling plan to overcome the items that do not meet compliance.2. How to proceed?
• Communicate through the CRM system, email, phone, online, or face-to-face meetings to define and understand the objectives of the parties in the transaction;
• For and on your behalf to work with the other party in the transaction;
• Liaise and work with competent authorities to determine the extent to which the law allows you and your partner to enter into an M&A transaction;
• Analyze the target that you aim at in the transaction, the compatibility between the target and the legal regulations, government policies and the ability of the parties;
• Make reports and provide an account for you to access our CRM system to monitor the progress of the tasks to be carried out.
Forming M&A Contract and related documents
It is a document formed based on the results of legal due diligence, which is necessary to regulate rights and obligations of each party with essential provisions. Along with the contract, separate agreements related to the object of the transaction (agreement of bond/share issuance, shareholder agreement, charter, etc) are also formed depending on the object and scope of the transaction.
1. Legal services
- Determine the work that each party needs to perform and be recorded in the Contract and related documents;
- Set up corresponding timelines for each item in the Contract and related documents;
- Form sanctions to ensure the compliance of the parties;
- Participate in negotiations with the other party to reach agreement on the terms of the Contract;
- Monitor the compliance of the parties during the implementation of the Contract and related agreements.2. How to proceed?
• Communicate through the CRM system, email, phone, online, or face-to-face meetings to define and understand the objectives of the parties in the transaction;
• For and on your behalf to work with the other party in the transaction;
• Liaise and work with competent authorities to determine the extent to which the law allows you and your partner to enter into an M&A transaction;
• Analyze the target that you aim at in the transaction, the compatibility between the target and the legal regulations, government policies and the ability of the parties;
• Make reports and provide an account for you to access our CRM system to monitor the progress of the tasks to be carried out.
Procedure for the M&A transaction
Corresponding to each object and structure of the M&A transaction, the law requires the parties to carry out necessary procedures to establish and transfer rights and obligations from the seller to the buyer, especially types of assets. If the property is required by law to complete the ownership registration procedure, a party's legal rights will be newly formed (for the buyer) or terminated (for the seller).
1. Legal services
- Define the procedures that each party needs to follow to complete the M&A transaction;
- Prepare documents and on your behalf to work with competent authorities to get approval for each procedure.2. How to proceed?
• Communicate through the CRM system, email, phone, online, or face-to-face meetings to define and understand the objectives of the parties in the transaction;
• For and on your behalf to work with the other party in the transaction;
• Liaise and work with competent authorities to determine the extent to which the law allows you and your partner to enter into an M&A transaction;
• Analyze the target that you aim at in the transaction, the compatibility between the target and the legal regulations, government policies and the ability of the parties;
• Make reports and provide an account for you to access our CRM system to monitor the progress of the tasks to be carried out.