Deal Execution

We conduct a legal due diligence report on the target company or the designated entity, perform a legal review and issue a Due Diligence Report for the parties to review.

Additionally, we provide advice and develop a strategic plan to execute the transaction, including the corresponding steps and time. Based on this plan, we draft or review contracts, and supplementary agreements, participate in negotiations, and implement the necessary legal procedures to execute the deal.

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”.

Yes. We not only advise on business structure to identify the issues that Clients are facing but also offer restructuring options with advantages and disadvantages of each option.

The exact time to carry out corporate restructuring cannot be accurately determined because it depends on each department or each issue requiring restructuring.

However, according to the law, it only takes 5 working days to change the type of business entity stated in the enterprise registration certificate.

Business restructuring is necessary when you encounter issues with the current business structure or need to prepare for scaling. Analyzing the current structure helps identify issues and adjust to help businesses operate more efficiently.

Similarly, before scaling up, you need to evaluate, review, and develop the structure to ensure smooth operations and coordination.

This is an important work to avoid operational gaps due to the inability to keep up with the business scale, which can lead to a loss of control.

Typically, M&A transactions involve multiple stages and procedures, with the participation of many parties. Every action can potentially carry inherent risks.

To mitigate these risks, businesses need a clear transaction structure that includes identifying the target entity, outlining the necessary steps, determining the required legal procedures, restructuring the rate of capital ownership, and the timing for related activities such as deposit, due diligence, contract signing, and more.

Yes, we provide consulting services and carry out legal procedures related to Capital Restructuring.

We evaluate the current capital structure, analyze the business plans, industry practices and modern financial models to propose effective capital restructuring options.

The new capital structure is built on the principle of optimization, identification of investment cash flow and tax obligations when Clients require capital disbursement to maintain operations, attract additional investment capital or restructure capital sources from the parent company or the owner.

Yes. We assist Clients in evaluating and implementing operational and financial restructuring of businesses.

We analyze the company’s current operational and business structure to provide legal advice on irregularities that are affecting their business.

In addition, we propose alternative business restructuring solutions based on legal regulations and effective operating models within the same industry.

Fast-track M&A service is understood as performing the M&A transaction in the most streamlined manner, ensuring the fastest possible progress to meet the urgent requirements of Clients.

We offer this service to our Clients, especially in cases of insolvency.

We promptly assess the target company’s operational situation to propose solutions in the early stages of the M&A transaction. We access and organize relevant information about the owner’s capital, debt, management structure, labor issues, and so on in order to suggest the most streamlined solutions, transaction structures, and implementation plans.

Yes, we not only offer consulting services and develop comprehensive exit and dissolution plans for Clients, but also act on behalf of Clients to carry out the necessary legal procedures to ensure compliance with the law and facilitate a safe and cost-effective exit from the market.

Yes, we perform various types of due diligence for M&A transactions such as legal due diligence, intellectual property due diligence, employee due diligence, and due diligence for startups.

Furthermore, for transactions taking place abroad, we assist in due diligence in Vietnam for commercial entities such as subsidiaries, branches, and representative offices.

We have specific procedures for performing services. Every action is cross-checked during implementation.

• First, we sign a Non-Disclosure Agreement and require all relevant parties to join this agreement.
• Next, we organize online or direct meetings to clarify the Client’s requirements, targets, and concerns.

Based on the situation and available information, we define an approach and develop a comprehensive plan for the due diligence process. We develop and send a list of required information and documents to partners to perform due diligence.

Depending on the situation, we may conduct the due diligence directly or through virtual data rooms to review documents. From there, we release a due diligence report on the target entity for clients to review.

We continuously monitor, provide feedback and offer advice based on the Client’s inquiries, ensuring that they understand the report as well as the target entity of the transaction.

Yes. We provide the following services to support M&A transactions: Risk Management and Analysis, Target Valuation, Deal Structure, Negotiation Representation with the counterparty, drafting Letter of Intent, drafting Terms sheet, participating in negotiations, drafting deposit or transfer contracts, post-deal integration planning, transaction implementation support, transaction closure support.

After completing the M&A transactions, the buyer needs to integrate the acquisition target into the existing business system. We provide comprehensive integration planning services to ensure that M&A transactions are executed efficiently.

The integrated plans mainly cover the processes of organization, purchasing, manufacturing, marketing/sales, supply chain management/logistics, and human resources.

Risk analysis and management services involve monitoring and evaluating potential risks and analyzing potential impacts that may arise in M&A transactions. We also develop risk control measures that Clients can implement to minimize potential losses.

Target valuation planning service is the way process of assisting clients in valuing, assessing, and reviewing the transfer price of the target company through the legal due diligence process.

In addition, we also support the seller to increase the transfer value by reviewing, adjusting and developing the company’s valuation plan at the best possible price.

In case the client is not present in Vietnam or lacks experience in M&A activities, we will act as the Client’s representative to communicate and negotiate with the other party.

Yes, we assist Clients in drafting a Letter of Intent, which includes the parties’ intentions, joint plan, initial commitments, and other relevant information.

Yes. We provide the service of drafting or reviewing Term Sheets in M&A transactions, which includes proposing, negotiating and reviewing the legality of all terms such as conditions, transfer pricing, commitments, payment and other related contents.

Yes, we provide the service of drafting, reviewing, and advising on the terms of the capital transfer contract such as contract structure, transfer pricing, payment terms, rights and obligations, etc. to protect clients from risks and potential issues during the implementation process.