Mergers & Acquisitions
In a fiercely competitive market economy, M&A transactions and corporate restructuring campaigns are becoming vital strategic levers – the shortest path to penetrate new markets and capture market share, and the optimal solution to revive businesses experiencing stagnant growth. Behind multimillion-dollar contracts, however, always lie invisible legal and financial traps.
The current landscape of M&A and corporate restructuring
M&A is a general term referring to activities of gaining control of a business through merging or acquiring. Restructuring is the process of organizing and rearranging the operational, financial, and legal apparatus to improve business efficiency.
Reality shows that over 60% of M&A deals fail to achieve their initial financial expectations. The core causes usually stem from the lack of a clear strategy, skipping rigorous risk assessment steps, or encountering deadlocks in cultural integration and post-deal restructuring. The intervention of an independent legal and strategic advisory unit is a mandatory factor to ensure the success of the deal.
Our in-depth Corporate & M&A advisory services
Systematic M&A planning and strategy consulting
- For the buy-side: identify search criteria for a target company that aligns with the current value chain, assess deal feasibility, analyse synergy benefits, and build preliminary valuation scenarios
- For the sell-side: assist in “packaging” the business, cleaning up financial and legal records to enhance valuation, and developing an attractive Information Memorandum to draw investment funds or strategic partners
- Transaction structuring: advise on selecting the most appropriate transaction form (share purchase, asset purchase, merger, or consolidation) to optimize tax obligations and shorten administrative timelines
Legal due diligence support & contract drafting
The due diligence phase is the most critical defense line to protect investors. Our M&A legal due diligence conducts a comprehensive review across legal compliance (operating licenses, property rights, IP status), tax and financial obligations – including cross-checking tax finalization records with local tax authorities to ensure no outstanding arrears or penalties – and contract drafting and transaction documentation from the Term Sheet/MOU and NDA through to the Share Purchase Agreement (SPA) and Shareholders’ Agreement (SHA).
Optimal corporate restructuring and governance consulting
- Legal form restructuring: changing the operating model (e.g. from a Limited Liability Company to a Joint Stock Company) to facilitate share issuance, public fundraising, or prepare for an IPO roadmap
- Governance apparatus restructuring: rearranging the Board of Directors and Board of Management structure; drafting a new company charter, financial regulations and HR regulations in compliance with the latest Enterprise Law
- Resource optimization: resolving redundant labor issues post-M&A, handling overlapping commercial contracts, and liquidating non-core assets to recover cash flow
“The true value of an M&A deal does not lie in the moment of signing the contract, but in the ability to seamlessly integrate and operate the apparatus post-merger.”
Controlling legal risks in M&A transactions
- Hidden liabilities: off-balance-sheet loans, outstanding social insurance debts, or pending lawsuits intentionally concealed by the seller
- Loss of control: unfavorable clauses in the Shareholders’ Agreement can cause investors to lose their veto power over crucial decisions, despite holding a large share percentage
- Conflicts of interest: failing to thoroughly resolve the rights of minority shareholders, leading to prolonged lawsuits and stalled business operations
Establishing a strict mechanism of Representations and Warranties in SPA contracts is the steel shield our legal team will erect to protect you from these risks.
The 5-step process for professional M&A consulting
Reception & Analysis
Sign an NDA, receive the client’s problem, and conduct a preliminary assessment of the deal’s feasibility.
Strategy & Structuring
Advise on the most optimal transaction execution plan regarding time and cost.
Due Diligence
The team of legal and financial experts conducts a comprehensive review of the target company and issues a risk report.
Negotiation & Closing
Directly represent the client at the negotiation table, finalize terms, and proceed to sign the official contract.
Step 5 – Post-M&A Integration: complete procedures to change the Enterprise Registration Certificate, transfer assets, and synchronize the governance system.
M&A regulatory updates dealmakers must know (2025–2026)
- Law on Investment 2025 (effective 1 March 2026): the value declared in M&A approval dossiers is now the estimated transaction value, and certain share acquisitions must be notified to the investment registration authority after closing even where prior approval is not required – non-compliance risks administrative penalties and blocked IRC amendments
- Beneficial owner due diligence: the amended Enterprise Law (Law 76/2025) makes UBO verification a standard element of legal due diligence and post-closing filings
- Economic concentration filing: merger control thresholds under the Competition Law 2018 and Decree 35/2020 continue to apply – filing analysis should be built into every deal timetable
- Public company deals: tender offer and disclosure procedures updated under Law 56/2024 and Decree 245/2025
Frequently asked questions
How long does a typical M&A transaction take?
Depending on scale and complexity, an M&A deal can take anywhere from 3 months to over a year. The legal due diligence and contract negotiation phases usually take the most time, about 4–8 weeks.
How are M&A consulting fees calculated?
Fees are typically divided into a fixed service fee for work components (e.g. the due diligence report, contract drafting) and a success fee calculated as a percentage of the total transaction value once the deal completes.
Can a company with outstanding tax debts be merged?
Yes – a business can carry out M&A even with outstanding tax debts, but the obligation transfers to the new legal entity or must be clearly specified in the Purchase Agreement to avoid legal risk for the new investor.
Does every foreign acquisition need M&A approval?
No – approval is required in defined cases (conditional sectors, ownership thresholds, sensitive locations). Some deals instead require post-closing notification under the 2025 Law. We assess this first.
Can you run due diligence on a Vietnamese target remotely?
Yes. We conduct full legal, licensing and UBO due diligence with online registries, on-site checks and bilingual reports.