We provide end-to-end legal support for mergers, acquisitions, and due diligence processes to help clients make informed investment decisions and execute transactions efficiently. Our services focus on risk mitigation, regulatory compliance, and structuring deals that align with business goals. 

What We Do 

Mergers and Acquisitions 

• Integration planning:
  When performing the M&A deals, buy-side needs to integrate the acquisition target into the existing business system. PLF provide 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 provide 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 assist 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 assist 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 represent 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 help 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 assist 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. 

Due Diligence 

• Legal due diligence:
  This service includes a thorough review of all legal aspects related to the subject, covering business, commercial, intellectual property (IP), and human resources (HR), among other legal factors. PLF meticulously examines all sell-side documentation, such as contracts, agreements, licenses, and pending lawsuits. Our due diligence process ensures comprehensive risk management and analysis. Subsequently, we provide our clients with a detailed legal due diligence report. 

• Intellectual property (IP) due diligence:
  PLF conducts a meticulous review of all documents concerning intangible assets, including patents, copyrights, and trademarks, owned by or licensed to the target company. Through IP due diligence, we assist clients in assessing the quality and value of IP assets, contributing to effective risk management and analysis. 

• HR due diligence:
  PLF provides support to both the sell-side and buy-side in assessing HR processes and the human capital of the target company. By examining aspects such as organizational structure, remuneration, and labor policies, we help mitigate HR operational risks. Our comprehensive HR due diligence ensures effective risk management and analysis. 

• Startups due diligence:
  When venture capital firms or angel investors express interest in startups, due diligence is essential to evaluate their potential value and profitability. PLF conducts thorough due diligence to assess the feasibility of startups, enabling investors to define investment structures and allocate funds effectively based on the due diligence report. 

• Local due diligence support:
  Acting as the client’s local counsel, PLF facilitates and supports its international legal team throughout the entire legal due diligence process. Our experienced lawyers handle all documentation and processes specific to Vietnam, including subsidiary establishment and representative office operations. This collaboration ensures smooth coordination and enhances the accuracy of the due diligence report for the entire M&A transaction. 

How We Do 

• Sign and execute Non-Disclosure Agreement before accessing Clients’ information and documents; 

• Organize direct meetings with our team to clarify the Clients’ requirements, targets, and concerns; 

• Consider and set up a legal team with in-depth knowledge of the sector; 

• Define the approach, methods, and protocols of due diligence; 

• Provide a full plan of the due diligence process; 

• Create a comprehensive checklist of requested documents and information; 

• Set up and share documents and information based on the comprehensive checklist via a virtual or physical data room (in case of supporting sell-side); 

• Combine and analyze due diligence findings; 

• Issue a detailed due diligence report; 

• Follow the schedule by strictly monitoring the implementation process of both sides; 

• 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; 

• Periodically update case progress, ensuring clients feel secure in tracking and managing information anytime, anywhere. 

Free Initial Consultation (30 Minutes) 

To support investors at the early stage of decision-making, PLF offers a free initial consultation of 30 minutes. This session is designed to help clients outline their legal issues, assess initial feasibility, and determine how PLF’s services may support their business or investment plans in Vietnam. 

With PLF as your legal advisor, you will receive practical, business-oriented insights and a preliminary direction tailored to your specific needs.