Corporate, M&A And Securities

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Navigating a Mergers & Acquisitions (M&A) transaction in Vietnam presents a landscape of immense opportunity, but it is one that is governed by a complex and evolving legal framework. A successful acquisition requires more than just financial acumen; it demands expert legal guidance to manage risk, ensure compliance, and secure your investment.

At LHD Law Firm, we specialize in guiding foreign investors and domestic enterprises through the entire M&A lifecycle. Our team combines deep local knowledge with international service standards to provide clear, practical, and effective legal solutions.

Our End-to-End M&A Legal Services

We provide comprehensive support at every stage of the transaction, ensuring all legal and regulatory aspects are meticulously handled.

1. Transaction Structuring & Preliminary Advisory

Before any capital is committed, we help you design the most efficient transaction structure.

Advisory: Advising on the optimal deal structure (e.g., share acquisition vs. asset acquisition) to meet your commercial goals and optimize tax efficiency.
Market Entry: Counseling on foreign ownership limits (FOLs) and sector-specific business conditions.
Preliminary Documents: Drafting and negotiating Non-Disclosure Agreements (NDAs), Memorandums of Understanding (MOUs), and Letters of Intent (LOIs).

2. Legal Due Diligence (DD)

This is the most critical phase for identifying and mitigating risk. Our DD team conducts a forensic investigation into the target company to uncover any hidden liabilities.

Corporate: Verifying the legal status, charter, and corporate records.
Licensing: Confirming all business licenses and sub-licenses are valid and in good standing.
Labor: Auditing employment contracts, social insurance payments, and internal labor rules for compliance.
Assets & Land: Verifying the title and legal status of key assets, especially Land Use Rights (LURs).
Litigation: Checking for any pending or potential lawsuits, tax audits, or regulatory disputes.

3. Transaction Drafting & Negotiation

Based on our DD findings, we draft and negotiate the definitive agreements that protect your interests.

Purchase Agreements: Expertly drafting and negotiating the Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA).
Key Clauses: We focus on securing robust Representations and Warranties from the seller and strong Indemnification clauses to protect you from breaches.
Shareholder/Joint Venture Agreements: Structuring the post-acquisition governance and relationship between parties.

4. Regulatory Approvals & Filings

Navigating Vietnam's regulatory landscape is essential for a valid transaction. We manage all government interactions on your behalf.

M&A Approval: Preparing and submitting the application to the Department of Planning and Investment (DPI) to register the foreign investor's capital contribution or share purchase.
Competition Law: Analyzing whether the transaction triggers a mandatory "economic concentration" filing with the National Competition Commission (NCC) and managing the complete filing process.
Sector-Specific Approvals: Securing approvals from relevant ministries for deals in regulated sectors (e.g., education, healthcare, finance).

5. Closing & Post-Merger Integration

We ensure the deal is formally and legally completed and that your new operations are compliant from day one.

Closing Management: Overseeing the closing checklist and the formal transfer of shares or assets.
Post-Merger Compliance: Assisting with updating all corporate licenses (Enterprise Registration Certificate, Investment Registration Certificate), internal restructuring, and labor contract transfers.

Why Choose LHD Law Firm for Your M&A Transaction?

Foreign Investment Focus: With over 15 years of experience, we specialize in helping foreign investors successfully enter and operate in the Vietnamese market.
Local Knowledge, International Standards: Our team of 39+ legal professionals understands the nuances of local law and communicates with the clarity and efficiency expected by international clients.
Comprehensive Support: We are a full-service firm. Your M&A deal is supported by our in-house experts in Tax, Labor, Intellectual Property, and Real Estate, ensuring all aspects of the transaction are covered.
Practical & Proactive Advice: We focus on providing solutions, not just identifying problems. We cut through the bureaucracy to deliver practical advice that gets your deal done.

Corporate, M&A and Securities - Mergers and Acquisitions in Vietnam are an effective option for firms seeking to enter the Vietnamese market...

We assist our clients through the whole cycle of M&A transactions from advisory, preparation to implementation. We provide business, legal and tax advice for cross-border and domestic transactions including management buyouts, turnaround and distressed debt investment as well as acquisition financing….

LHD Law Firm is the Top law firm consulting for Expat in Viet Nam

According to the rankings of Legal500 and Hg.org, LHD Law Firm is one of the 10 leading legal services in Vietnam for our consultancy of establishing a foreign-owned capital business in our country. With 10 years of experience in the field and the office system throughout the country: Ho Chi Minh City, Hanoi, Da Nang, Vung Tau, etc., LHD Law Firm takes pride in our commitment to satisfy our clients as foreign investors in Vietnam.