Shareholder deadlock is a governance design problem before it is a dispute. It happens when the people who must agree cannot, and the constitutional documents give them no way forward: a fifty-fifty joint venture with no casting vote, a reserved matter that requires unanimity, or a board that cannot reach quorum because one side stays…

Drag-along rights, tag-along rights and pre-emption rights are the three clauses that decide who can sell, to whom, and on what terms. They are usually drafted together because they interact: a pre-emption process that has to run before every transfer can delay a sale the drag-along rights were designed to deliver, and a tag-along right…

Anti-dilution protection answers a single question: what happens to an investor’s stake when the company issues shares at a lower price than it paid. Two different harms are involved. Percentage dilution reduces the investor’s proportion of the company, and economic dilution reduces the value of what it holds. Pre-emption rights address the first; anti-dilution protection…

A foreign investor that appoints a director but receives management accounts three months late, in a format it cannot reconcile, has representation without visibility. The two protections work together: the appointment right determines who sits in the room, and the board and information rights determine what that person knows before the meeting begins. Vietnamese company…

Investor investor veto rights are the contractual list of decisions a company may not take without the consent of a named minority shareholder. In Vietnam they sit alongside the statutory voting thresholds in the Law on Enterprises 2020, and between signing and exit they are the main protection a financial investor actually holds. The drafting…

Reserved matters are the decisions a Vietnamese company cannot take without the approval of a protected shareholder or a specified supermajority. They are the practical dividing line between the decisions management may take alone and the decisions that touch an investor’s economics, control or exit. Getting the list right matters more than making it long….

Effective minority investor protection in a Vietnamese company is built by contract far more than by statute. minority investor protection is protected the same way. The Law on Enterprises 2020 gives holders of at least five per cent of a joint stock company certain information and convening rights, but the commercially meaningful protections come from…

Indemnity insurance in an M&A context means warranty and indemnity insurance: a policy that moves part of the post-closing warranty risk from the seller to an insurer. It lets a seller take a clean exit and gives a buyer a solvent counterparty to claim against, instead of chasing individuals or an offshore holding company years…

Dispute resolution is the enforcement engine of a cross-border M&A contract. Every other protection in the agreement – warranties, indemnities, price adjustments, covenants – is only worth what a buyer or seller can actually recover, and that depends on the forum, the seat and the law chosen long before any dispute arises. For deals involving…

Material adverse change clauses allocate the risk that a target deteriorates between signing and closing. In a Vietnamese acquisition that gap is rarely short: merger control clearance, licence amendments and investment registration steps routinely add weeks or months, and the business the buyer priced is not always the business it receives. The material adverse change…

Signing and closing are separate events in almost every Vietnamese acquisition, and the gap between them is where deals quietly lose value. Merger control clearance, amendments to the investment registration certificate, landlord and lender consents and licence updates all take time, and during the period between signing and closing the seller still runs a business…

Conditions precedent are the gate between a signed agreement and an owned company. They are the items that must be satisfied or waived before either party can be required to complete, and in a Vietnamese acquisition most of them are regulatory: merger control clearance, an amended investment registration certificate, approvals for conditional business lines, and…