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…

Consolidations and Demergers in Vietnam follow a distinct statutory procedure under the 2020 Enterprise Law, separate from ordinary M&A acquisitions. Unlike M&A in the sense of a share or asset purchase, mergers, consolidations and demergers are corporate reorganisation mechanisms under the Enterprise Law with legal consequences for obligation succession and creditor protection that differ significantly…

Capital Transfer Tax in Vietnam applies whenever shares or capital contributions change hands, whether the transferor is a resident company, an individual, or an offshore holding entity. This briefing reflects Vietnamese tax law as of August 2026. Because the legal framework for capital transfer tax underwent a comprehensive overhaul from late 2025, businesses should reconfirm…

Acquiring a Land-Rich Target in Vietnam raises a threshold question every buyer must answer early: structure the deal as a share purchase or an asset purchase? When a target company holds significant land use rights — a factory, an industrial park facility, a real estate project — the choice between a share deal and an…

Vietnam M&A Price Adjustment: Buyer and Seller Checklist Vietnam M&A Price Adjustment clauses should match the target company’s accounting systems, working-capital cycle and closing data. Vietnam M&A Price Adjustment drafting must define leakage, debt, cash and normalized working capital. A locked box Vietnam M&A structure can give price certainty, while completion accounts Vietnam may better…

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…