M&A earn-out clauses bridge valuation gaps by making part of the purchase price depend on the target’s future performance. They can preserve deal momentum when buyers and sellers disagree about forecasts, but ambiguous metrics and operating rules frequently create post-closing disputes. This guide explains twelve drafting risks and practical protections for buyers, sellers, founders, and…

An M&A letter of intent sets the commercial framework before the parties invest significant time and money in diligence and definitive documents. Although many provisions are non-binding, poorly drafted terms can weaken negotiating leverage, create false expectations, or expose confidential information. This guide explains ten terms buyers and sellers should address before signing an LOI,…

A well-drafted M&A purchase agreement converts the commercial understanding of an M&A deal into enforceable rights, payment mechanics, risk allocation, and closing obligations. Buyers should not treat it as a standard form. Each clause must reflect the target’s diligence findings, industry, ownership structure, and the agreed valuation. This guide explains twelve provisions buyers should control…

Vietnam’s agricultural sector still runs on machinery bought with cash savings and informal credit from equipment dealers, a financing gap that is now the single biggest constraint on mechanisation as the country’s AgTech sector tries to modernise smallholder and mid-scale farming simultaneously. Agricultural equipment finance Vietnam structures sit at an unusual intersection: AgTech platforms extending…

Vietnam’s export-manufacturing boom has a quiet bottleneck: the country does not own enough of the boxes, chassis, and yard equipment that move its exports to port. Container and port equipment financing shares its classification and cross-border documentation challenges with other transport-asset financing in Vietnam; see IVLF’s guide to rolling stock financing in Vietnam. Container financing…

A foreign manufacturer sitting on a fully depreciated factory in Bac Ninh or Binh Duong is, in balance-sheet terms, sitting on trapped capital. A sale-and-leaseback Vietnam transaction, selling the plant and equipment to an investor or specialist lessor and leasing it straight back, converts that trapped equity into cash without disrupting a single production line….

A fintech platform that lets an SME merchant tap “lease this POS terminal” or “finance this delivery scooter” at checkout is not merely a UX feature. It is, in substance, a credit extension decision, and Vietnamese regulators increasingly ask a blunt question: The finance-company licensing line embedded finance platforms navigate applies equally to sector-specific equipment…

Every securitization document promises that if the originating bank stops servicing the pool, someone else will step in and keep collections flowing. In Vietnam, that promise is harder to keep than the boilerplate suggests. there is no mature, independent back-up servicer industry standing ready to take over a defaulted or failed originator’s loan book on…

An auto lender with a growing origination pipeline faces a structuring choice most Vietnamese originators never have to make explicitly: fund a fixed pool of existing receivables once, or build a structure that keeps absorbing new receivables as old ones amortize. Choosing between a static and a revolving structure is also a live question for…

A buy-now-pay-later provider operating in Vietnam has originated a fast-growing book of short-tenor installment receivables funded largely off its own balance sheet, and now needs a warehousing facility or term securitization to keep growing without raising equity for every new cohort of receivables. The licensing gap facing BNPL originators mirrors a similar question that has…

Vietnam’s coastline absorbs a typhoon season every year, and its northern and central provinces face recurring flood losses that insurers and reinsurers price into every commercial policy. Structuring around a Vietnamese regulatory and FX gap by using an offshore vehicle is a recurring theme in cross-border risk transfer generally; see IVLF’s guide to green securitization…

A large Vietnamese manufacturer’s approved payables program has spun up a healthy book of supplier receivables, each one backed by the anchor buyer’s confirmed payment obligation. Supply chain finance securitization looks like a natural next step: pool those confirmed receivables, issue notes, and refinance supplier funding at scale. Pooling and refinancing across multiple approved payables…