Splitting signing and completion in a Vietnamese M&A transaction — typically mandatory where the deal requires competition or investment regulatory approval — creates a risk gap that a buyer needs to control carefully through conditions precedent and MAC clauses. This briefing, prepared by IVLF Advisors’ M&A advisory team, analyses how to design conditions precedent, MAC…

Negotiating SPA Warranties Indemnities is where most of the real risk allocation in a Vietnamese share purchase agreement actually happens, well beyond the headline price. The representations and warranties package in a Vietnamese share purchase agreement is typically drafted off an Anglo-American template, but transplanting that template wholesale without localisation can create a wide gap…

Legal Due Diligence in Vietnam requires a structured, locally adapted checklist rather than an imported template, since the recurring findings below reflect issues specific to Vietnamese corporate and land law practice. Legal due diligence in Vietnam is the step that most determines the price and structure of a Vietnamese M&A transaction, yet many buyers still…

Alongside offshore bond issuance, syndicated offshore lending remains a key channel for medium- and long-term financing for Vietnamese corporates, particularly for projects requiring phased drawdowns. The legal framework governing offshore borrowing has just been updated through Circular 80/2025/TT-NHNN, amending Circular 12/2022/TT-NHNN, with notable changes to registration-processing authority. This briefing, prepared by IVLF Advisors’ capital markets…

Vietnam’s International Financial Centre in HCMC and Da Nang is being built on a fast-evolving legal framework, and investors need to track each implementing decree as it lands to size up the tax and governance benefits on offer. This article is current as of 4 August 2026. Because several implementing decrees for the International Financial…

Disclosure and Corporate Governance for Vietnamese Public Companies has tightened considerably in recent years, and boards need a clear map of periodic filings, ad-hoc triggers and independence requirements to stay compliant. The legal framework for disclosure obligations of Vietnamese public companies continues to rest on the 2019 Securities Law and Decree 155/2020/NĐ-CP, but has been…

Foreign Ownership Limits in Vietnam changed materially with the 2025 Investment Law, and investors now need to check the negative list and any sector-specific cap before sizing a deal. From 1 March 2026, Law No. 143/2025/QH15 (the “2025 Investment Law”) officially replaces the 2020 Investment Law, triggering a full review of Vietnam’s legal framework on…

Offshore Bond Issuance by Vietnamese Corporates has become a mainstream funding route for large-cap issuers, but it requires careful sequencing of SBV loan registration alongside the Reg S/144A documentation timeline. A growing number of Vietnamese corporates with large medium- and long-term funding needs are considering offshore bond issuance rather than relying solely on domestic bank…

The 5x Debt-to-Equity Cap now shapes how private corporate bond issuers in Vietnam plan their capital structure, since exceeding the ratio blocks a new issuance until liabilities are reduced or equity is raised. Law No. 76/2025/QH15, amending the 2020 Enterprise Law, introduces a new quantitative condition for private corporate bond issuers: total liabilities, including the…

Decree 200/2026 on Private Corporate Bonds in Vietnam reshapes the private placement market, and issuers preparing a new deal need to check each of the eight changes against their existing bond programme documentation. On 5 June 2026, the Government issued Decree 200/2026/NĐ-CP, governing private placement and trading of corporate bonds in the domestic market and…

Private Placements to Foreign Investors under Decree 245/2025 now follow a clearer documentation path, and issuers need to reconcile the new placement conditions with any parallel M&A approval requirements before closing. Decree 245/2025/NĐ-CP, effective from 11 September 2025, amends Decree 155/2020/NĐ-CP to add clearer rules on the documentation required to establish professional securities investor status…

IPO and Listing in Vietnam 2026 planning starts well before the filing package is submitted, since companies need up to 12 months to satisfy the charter capital, ROE and profitability conditions under Decree 245/2025. Vietnamese companies weighing an initial public offering and a listing on the Ho Chi Minh Stock Exchange (HOSE) in 2026 now…