Vietnam Fund Formation is the foundational decision every private equity or venture capital sponsor must make before approaching investors. The decision to form an investment fund in Vietnam or offshore (Cayman, Singapore) is the most important structuring question PE/VC fund managers must resolve before beginning fundraising — this choice affects operating costs, governance flexibility, and…

ESOP for Management Retention is one of the most important tools PE/VC sponsors use to keep core management in place after closing. An ESOP (Employee Stock Ownership Plan) is a key tool for retaining core management after an M&A transaction or PE/VC investment, but ESOP structures in Vietnam raise a number of legal issues that…

The beneficial ownership disclosure obligation under the amended Enterprise Law and its implementing regulations poses a particular challenge for investment funds with multi-tier ownership structures investing into Vietnam. This briefing, prepared by IVLF Advisors’ private equity practice, analyses the scope of the beneficial ownership disclosure obligation and how to handle it for multi-tier fund structures….

Once a deal closes, post-investment governance determines whether the rights an investor negotiated into the SHA actually protect the investment in practice or remain merely words on paper. This briefing, prepared by IVLF Advisors’ private equity practice, analyses investor rights and management obligations during the post-investment phase in Vietnam. Board observer seats: limited authority that…

Private Equity Exit Strategies in Vietnam typically fall into four main routes, each with distinct timing, valuation, and enforceability considerations. Exit strategy determines much of the real value a private equity fund realises from a Vietnamese investment — but IPO, trade sale, secondary sale and, in particular, the put option each carry distinct legal risks…

Minority Protection in Vietnam depends on whether contractual devices like tag-along, drag-along, ROFR and anti-dilution clauses can actually be enforced under the Enterprise Law. Minority investors in Vietnam commonly rely on internationally standard mechanisms such as tag-along, drag-along, ROFR and anti-dilution for protection, but not every mechanism has direct footing under the Vietnamese Enterprise Law….

Veto Rights are one of the most heavily negotiated protections in any Vietnamese shareholders’ agreement, since they determine which decisions an investor can actually block. A well-drafted shareholders’ agreement (SHA) is the central tool investors use to protect their position in a Vietnamese company, but its enforceability depends heavily on whether its provisions are aligned…

Convertible Instruments are increasingly used by investors in Vietnam as a workaround for the limited classes of preference shares recognised under local company law. Many international investors arrive expecting Delaware-style preference shares — liquidation preference, full-ratchet anti-dilution — but Vietnamese company law recognises only a limited set of preference share classes, creating a meaningful gap…

A well-drafted Investment Term Sheet should tell founders exactly which provisions are legally binding under Vietnamese law and which are merely statements of intent. An investment term sheet is generally treated as a non-binding document, but in practice several of its provisions carry binding legal force even before the definitive investment agreements are signed —…

Structuring Private Equity Investment into Vietnam usually comes down to a choice between direct onshore investment, a Singapore holdco, or a two-tier structure. Structuring a private equity investment in Vietnam — direct investment, a Singapore/Hong Kong holdco, or a two-tier structure — is a decision that shapes tax exposure, exit flexibility, control and contract enforceability…