The implementation phase of an M&A deal includes complex activities with the ultimate goal of bringing benefits to the parties. Deal execution includes not only performing deal diligence and restructuring but also integration of strategic planning, offer presentation, deal evaluation, negotiation, signing relevant agreements, implementing the integration plan, and post-closing obligations.

Legal services:

  • Integration Planning: When performing the M&A deals, buy-side needs to integrate the acquisition target into the existing business system. PLF provides our Clients with comprehensive integration plans to ensure that M&A transactions are carried out effectively. The integration plans notably include organizational processes, purchasing, production, marketing/sales, supply chain management/logistics, and human resources.
  • Risk Analysis and Management: PLF provides monitoring and evaluation services by identifying potential risks and analyzing their possible impacts during M&A transactions. We also develop risk control measures so the parties can apply them to minimize the loss that may arise.
  • Target valuation approach: PLF assists both sell-side and buy-side in assessing, evaluating, and reviewing the transfer price of the target company through the legal due diligence investigation. In addition, we also assist the sell-side in increasing the transfer value by reviewing, repairing, and developing a plan to value the company at the highest possible price .
  • M&A Deal Structure Development: Each M&A transaction has a different structure depending on its operating model, sectors, capital structure, etc. PLF will develop and propose M&A transaction structures corresponding to each deal, which will help our Clients manage the progress and outcome of M&A deals.
  • M&A Deal offer presentation: In case our Clients do not have a presence in Vietnam or if our Clients are unexperienced sellers in M&A activities, PLF will help them to communicate, and negotiate with the remaining party.
  • Draft Letter of Intent: PLF can approach strategic investors to present the intentions and expectations of our Clients. Our legal team will help them draft a Letter of Intent that includes the parties’ intentions, the general plan, the initial commitments, and other related information.
  • Draft Term sheet: PLF assists our Clients in drafting or reviewing the Term sheet in M&A transactions. This document is the premise of the transfer agreement in case the parties decide to proceed further with the transaction. We will propose, negotiate, and review the legality of all terms such as conditions, transfer price, commitments, payment, and other related content.
  • Negotiation of M&A Terms: PLF represents both buy-side and sell-side in the negotiation process. Our Clients can join together with PLF or we can engage in independent negotiation sessions.
  • Deposit agreement draft: In case the sell-side requires the buy-side to deposit an amount before conducting due diligence or entering into sales and purchases agreements, PLF will support our Clients in drafting and advising on the deposit contract. We propose terms corresponding to the operation, financial status, deal structure to ensure the rights and interests of the parties when performing the deal.
  • Share and purchase agreement draft: When due diligence is completed and the parties agree to move forward to execute the deal, the parties will negotiate on share and purchase agreements (SPA). PLF helps our Clients to draft, review, and advise on the terms of SPA such as deal structures, transfer price, payment terms, rights and obligations, etc. which protect Clients from unforeseen risks and circumstances.
  • M&A Deal Closing: PLF will help our Clients to implement or supervise the implementation of post-closing obligations. In particular, the parties should have a checklist to carry out and follow up before closing the deal, such as final inventory count, tax clearance, financing documents, final walk-through of the business etc.
  • M&A execution support: In case the target company is located in another country, while its subsidiary or branch is located in Vietnam, PLF can support our Clients and their international legal team to conduct the M&A deal as a local counsel in Vietnam. We assist in all aspects of the deal, from the beginning to the closing of the deal.

How to proceed?

  • Sign and execute Non-Disclosure Agreement before accessing information and documents;
  • Organize direct meetings with our team to clarify the requirements, targets, and concerns of our Clients and parties;
  • Evaluate the goals of the Clients towards the M&A transactions;
  • Consider and set up a legal team with in-depth knowledge of the sector;
  • Define the approach methods and deal structure for setting up action strategies;
  • Support and advise to ensure the shortest deal execution time, mitigate potential risks and avoid arising cost;
  • Protect M&A deals and the reputation of Clients during the transactions;
  • Keep track of the timeline by strictly monitoring the implementation process from both sides;
  • Draft, review, and comment on documentation such as a letter of intent (LOI), a non-disclosure agreement (NDA/CND), terms sheet, deposit agreement, share sales and purchase agreement (SPA), and other documents agreed by the parties;
  • Provide ongoing follow-up to answer questions via phone, e-meetings, or direct meetings throughout the service process to ensure the problems are completely resolved;
  • Provide a CRM account so our Clients can monitor the legal services and procedures.

Most Frequent Questions & Answers

Finding expert guidance in our FAQs section, which address common concerns and provide insights into corporate legal, accounting, and secretarial matters.

Registering a 100% foreign-owned company in Vietnam is possible. However, foreign investment is subject to regulatory limitations applied on each specific business sector.

In most cases, investors shall implement the following steps to establish a company:

Step 1: Obtaining an Investment Registration Certificate, abbreviated IRC (if any non-Vietnamese investors).

Step 2: Obtaining an Enterprise Registration Certificate, abbreviated ERC or BRC for Business Registration Certificate.

The company is established but the following steps are required for regulatory compliance:

Step 3: Post establishment procedures.

Step 4: Obtaining sub-licenses (if any).

IRC stands for Investment Registration Certificate which shall be obtained (in most cases) when a foreign investor wants to set up a project (such as establishing a company) in Vietnam at the beginning.

ERC stands for the Enterprise Registration Certificate which every company in Vietnam must have. In other jurisdiction it is sometimes referred to as the “Incorporation Certificate” or “Company Certificate”.

Joint Stock Company (“JSC“) and Limited Liability Company (“LLC“) are the most common types of company in Vietnam since they offer the following advantages:

  • Limitation in liabilities of their shareholders/ members/ proportionate to their capital contribution;
  • Flexible management structure;
  • Conversion from JSC to LLC and conversely is possible.

In general, there is no minimum capital required by law when registering a company in Vietnam. Only some conditional business sectors such as real estate trading, banking or education have specific capital requirements.

However, the capital shall be sufficient in light of the intended business sectors and scale of operation.

For non-conditional business sectors, we usually need from 6 to 8 weeks to setup a foreign-invested company and 1 week for a Vietnamese-invested one.

However, especially for foreign-owned companies, the time can be extended due to various reasons such as additional requirements from the licensing authorities.

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