When a foreign investor prices a Vietnamese target, the purchase agreement usually spends more pages on tax and title warranties than on the workforce. That is a mistake. Employee transfer M&A Vietnam issues routinely turn into six- and seven-figure surprises after signing, because Vietnam’s Labour Code is drafted to protect employees, employment tribunals lean in…

Miss a mandatory merger notification filing Vietnam requirement and the consequences are not procedural — they are financial and structural. Under Vietnam’s Competition Law No. 23/2018/QH14 and Decree 35/2020/ND-CP, closing an economic concentration that should have been notified, or closing before clearance is granted (so-called gun-jumping), exposes the parties to fines calculated as a percentage…

A fintech acquisition in Vietnam is rarely a clean share purchase. The moment a target holds a payment intermediary licence or operates an e-wallet, the deal timetable, the conditions precedent, and even the achievable ownership percentage are dictated by the State Bank of Vietnam (SBV) rather than by the negotiating table. Buyers who model a…

A foreign insurer or reinsurer looking to enter Vietnam today faces a market that has opened faster than most of Southeast Asia, but that still runs every deal through a sector-specific licensing gate that sits on top of ordinary M&A approvals. Since the Law on Insurance Business No. 08/2022/QH15 took effect on 1 January 2023,…

Updated: September 2026 Vietnam Apostille Convention guidance for cross-border public documents. The Vietnam Apostille Convention will take effect on 11 September 2026. From that date, eligible foreign public documents bearing a valid Apostille may be used in Vietnam without completing the traditional consular legalization procedure. This change can reduce time, cost and administrative steps for…

M&A break fees allocate the cost of a signed transaction failing to close. A seller termination fee may protect the buyer when the board accepts a superior proposal, while a reverse termination fee may compensate the seller when buyer financing or regulatory approval fails. This guide explains twelve provisions buyers, sellers, boards, founders, and investment…

Deal structure diagram for Vietnam M&A preparation is where a cross-border acquisition is really won or lost. Vietnam layers investment registration, foreign ownership limits, licensing conditions and capital-account rules on top of ordinary corporate mechanics, so a deal structure diagram for Vietnam transactions has to show not only who owns what, but which regulator must…

Allocating pre-closing tax liabilities between buyer and seller is a central issue in a Vietnam M&A transaction. Tax relating to periods before closing may be assessed years later, after the buyer controls the target and must respond to the tax authority. Without precise contractual protection, economic responsibility may not match legal payment responsibility. Allocating pre-closing…

Acquiring a Vietnamese family business means buying far more than a balance sheet. The buyer inherits a founder’s personal authority, informal family arrangements, and assets or contracts that may sit outside the Vietnamese family business entirely. This guide explains how to diagnose succession, ownership and minority-shareholder risk before signing, and which price and contractual protections…

Manufacturing M&A in Vietnam is decided at the factory gate, not in the data room. A share purchase agreement can be flawless while the plant it buys sits on land the seller cannot lawfully transfer, operates under an environmental licence that no longer matches its real output, or employs several hundred workers whose social insurance…

Real estate M&A in Vietnam is a choice between buying a project and buying the company that holds it. The commercial outcome can look identical, but the legal route is not. A project transfer moves the development itself, with the State approving the change of developer; a share acquisition leaves the project untouched and changes…

Technology M&A in Vietnam is an exercise in proving title to things you cannot touch. The value sits in source code, datasets, models, integrations and the developers who understand them, and none of those appear as a line item on the balance sheet. A buyer who verifies the corporate chain of title to the shares…