Legal & Investment Insights

When a Vietnamese solar or wind project reaches financial close, the single question every offshore lender’s credit committee asks first is whether the deal can truly stand on non-recourse project finance Vietnam terms — repaid solely from project cash flow, with no recourse to the sponsor’s balance sheet. Vietnam’s power sector has changed the answer…

A lender arranging a syndicated loan Vietnam transaction cannot simply drop an APLMA or LMA precedent onto a Vietnamese borrower and expect it to perform as drafted. Standard Asia Pacific Loan Market Association documentation assumes a legal environment with freely enforceable security agent powers, portable governing-law choices, and predictable cross-border enforcement. Vietnam’s banking law, foreign-exchange…

Vietnam’s fintech lenders and platform sponsors now face a split regulatory reality. P2P lending in Vietnam has, for the first time, a lawful path to market through a State Bank of Vietnam (SBV) sandbox that took effect on 1 July 2025. Equity crowdfunding has no such path at all, and confusing the two regimes is…

Getting the LBO capital structure in Vietnam wrong is rarely a drafting error — it is a licensing error. Sponsors who import a US or Singapore leveraged buyout template into a Vietnamese target often discover, mid-negotiation, that the senior tranche cannot be secured the way they assumed, that the offshore lender cannot register its loan…

When a buyer and seller cannot agree on what a Vietnamese target company is really worth, earn-out and VAM in Vietnam structures have become the two most common tools for bridging that valuation gap without killing the deal. Both defer part of the purchase price to a future date, tying final consideration to the target’s…

When a strategic acquirer or private equity fund sets out to gain full control of a Vietnamese joint-stock company, the deal rarely closes in a single stroke. Instead, dealmakers increasingly structure two-step mergers in Vietnam: an initial tender offer or negotiated share purchase to acquire a controlling stake, followed by a second-stage process to eliminate…

For a strategic or financial investor seeking a fast, negotiated entry into a Vietnamese listed company, PIPE transactions in Vietnam offer a route that bypasses the timeline, disclosure burden, and pricing uncertainty of a public tender offer or a rights issue. A Private Investment in Public Equity, or PIPE, allows an already-listed issuer to sell…

When a Vietnamese conglomerate or a multinational group operating in Vietnam decides to reshape its corporate footprint, three structures dominate the conversation: spin-off, carve-out, and sell-off. Understanding spin-off and carve-out in Vietnam — and how each differs from an outright sell-off — is essential for boards, CFOs, and general counsel weighing divestiture options under the…

Choosing between locked-box vs completion accounts in Vietnam M&A deals is one of the earliest, and most consequential, negotiations a buyer and seller will have once heads of terms are signed. The pricing mechanism decided at this stage shapes due diligence scope, interim covenants, closing mechanics, and post-closing dispute risk for the remainder of the…

When a private equity fund or strategic acquirer agrees to buy a Vietnamese target company, the deal rarely closes cleanly unless every shareholder sells. This is precisely why drag-along clauses in Vietnam have become a standard feature of shareholders’ agreements for venture-backed and PE-backed companies: they let a qualifying majority force reluctant minority holders to…

Founders signing a VC /PE term sheet often wave through the anti-dilution clause as boilerplate, not realizing it can silently shift control of the company to the investor at the next financing round — especially if that round prices lower than the last one (a down round). The mechanism looks like a standard investor protection,…

For a growing number of Vietnamese companies approaching a liquidity event, the choice is no longer a binary one between selling to a strategic buyer and listing shares on a public exchange. A dual-track M&A and IPO in Vietnam process lets a company and its shareholders run both paths in parallel, preserving optionality until the…