Asia Legal

Mergers and Acquisitions (“M&A”) has long become a popular term. M&A transactions not only bring benefits to the parties involved, such as increasing the efficiency of business operations or reducing or eliminating competitive pressures from competitors but also become an effective channel for capital mobilization for the economy, promote the process of renovating the growth model, restructuring the economy, and equitizing state-owned enterprises. Despite being affected by the COVID-19 pandemic, the M&A market in Vietnam still has grown strongly with many successful deals. In the first 10 months of 2021 alone, the M&A market attracted USD 8.8 billion, up 17.9% compared to 2020 and 13.7% compared to 2019. [1]   M&A is not just a potential playground for domestic investors but also a good opportunity for foreign investors. This article analyzes each of the three most common types of M&A transactions in Vietnam: asset purchases, share/contribution purchases, an...

Few months ago, a corporate client (the Buyer) requested me to assist in its purchase of 100% equity from the owners of a private university in Vietnam (the Sellers). The Buyer and the Sellers had worked together before and reached an agreement on the payment. Accordingly, the Buyer shall deposit 10% of the value of the sale and purchase agreement (the SPA) to the Sellers after signing the Memorandum of Understanding and the remaining 90% shall be paid after the Buyer and the Sellers sign the notarized SPA at a licensed notary office, and after the Sellers hand over all original legal documents in connection with the private university to the Buyer. This way of doing transaction was quite familiar in Vietnam 15-20 years ago. However, it is so risky for the Buyer if it follows this transaction structure when key steps in an M&A transaction, including without limitation, legal and financial due diligence are not done, which can help define the requirements that the Sellers must meet...