LHD Law Firm offers a range of corporate and investment legal services in Vietnam, including Mergers & Acquisitions. Here is a detailed breakdown of their stated services and what to consider when seeking M&A support.

Key Legal Framework for M&A

M&A activities in Vietnam are primarily governed by a framework of several key laws. Navigating these is the most critical part of any transaction.

• The Law on Enterprises (2020): This is the foundational law governing the establishment, operation, and restructuring of companies. It dictates the specific procedures for acquiring shares or capital contributions, as well as the mechanics of mergers (where one or more companies merge into another existing company) and consolidations (where two or more companies combine to form a new one).

• The Law on Investment (2020): This law is crucial for foreign investors. It outlines the conditions, procedures, and sectors subject to market entry restrictions. For any M&A transaction involving a foreign investor, this law determines whether an "M&A approval" (formally, the Approval for Capital Contribution, Share Purchase, or Capital Contribution Portion Purchase) is required from the Department of Planning and Investment.

• The Law on Competition (2018): This law regulates "economic concentrations," which include M&A. Transactions that meet certain notification thresholds—based on the total assets, revenues, transaction value, or combined market share of the parties in Vietnam—must be reported to the National Competition Commission (NCC) before completion. The NCC assesses whether the deal could significantly reduce competition in the market.

LHD Law Firm's Stated M&A Practice

Based on the firm's public information, its M&A services are positioned as a component of its broader Foreign Investment and Corporate practices.

Their advertised services in this area include:

• M&A Advisory: Providing legal advice on the structure and execution of merger or acquisition transactions.

• Foreign Investment: Assisting foreign investors with the legal procedures for investing in Vietnam, including acquiring stakes in Vietnamese companies (a common form of M&A).

• Due Diligence (DD): Conducting legal due diligence to identify potential risks in a target company.

• Capital Markets: Advising on capital-related transactions and IPOs.

• Company Formation: Handling the legal setup of new enterprises, which is often a preliminary step for asset-deal M&A.

What "Expert M&A Legal Services" Entails in Vietnam

While LHD Law Firm lists M&A as a service, "expert" M&A support in Vietnam is a highly specialized field that typically involves navigating several complex legal hurdles. When evaluating any firm for M&A support, it is critical to assess their specific, proven experience in these areas.

Key areas of expert M&A support include:

1. Detailed Legal Due Diligence: This is the most critical phase. An expert M&A team goes beyond a simple compliance check. They conduct a forensic review of the target company's corporate records, land use rights, labor contracts, loan agreements, intellectual property, and potential litigation to find "red flags" that can impact the deal's valuation.

2. Transaction Structuring: Advising on the most efficient way to complete the deal. This includes deciding between a share acquisition (buying the company with all its hidden liabilities) or an asset acquisition (buying only the desired assets, like a factory or brand).

3. Drafting & Negotiating the SPA: The Share Purchase Agreement (SPA) is the master document for the deal. An expert lawyer drafts and negotiates crucial clauses to protect you, such as:

   • Representations & Warranties: Specific promises made by the seller about the state of the business.

   • Indemnification: Securing your right to be compensated if the seller's promises are false.

   • Conditions Precedent: A checklist of all things that must be completed before you are obligated to pay (e.g., "must receive government approval").

4. Regulatory & Competition Approvals: This is a major hurdle in Vietnam. An expert firm will have a proven track record of:

   • M&A Approval: Securing the "Approval for Capital Contribution" from the Department of Planning and Investment (DPI) for foreign investors.

   • Merger Filing: Analyzing if the deal meets the revenue, asset, or transaction value thresholds that require mandatory notification to the National Competition Commission (NCC). Failure to file can void the transaction and lead to massive fines.

Context from Vietnam's Legal Market

In Vietnam, the M&A legal market is typically tiered.

• Top-Tier (Band 1/Tier 1) Firms: These are firms (both international and local, such as VILAF, YKVN, Baker McKenzie, LNT & Partners, etc.) that are consistently ranked by independent directories like Chambers & Partners and Legal 500 for M&A. They are known for handling the largest, most complex, multi-billion-dollar public transactions.

• Market Entry & Corporate Firms: These firms (like LHD) often excel at providing a full suite of services for foreign investors entering Vietnam, including company formation, licensing, work permits, and ongoing corporate compliance. Their M&A services are often focused on smaller, less complex transactions or the "buy-in" portion of a market entry strategy.