Legal & Investment Insights

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…

Acquiring a foreign-invested company in Vietnam means buying its regulatory history, not only its business. The target already holds an investment registration certificate, an enterprise registration certificate, a capital account and, often, land and sector licences, and each of those documents records commitments the buyer will step into. Because the foreign-invested company survives the transaction,…

Foreign exchange risk is a pricing issue in Vietnamese M&A, not a treasury afterthought. A buyer that values a target in US dollars will pay in a deal whose completion accounts, tax filings and capital account movements are all denominated in Vietnamese dong. Between signing and closing the rate moves, and unless the contract says…

Merger control in Vietnam is a merger control filing obligation, not a competition opinion. The question is mechanical: does the transaction amount to an economic concentration, and do the parties, taken as whole corporate groups, cross any one of the statutory thresholds? If both answers are yes, notification to the National Competition Commission is mandatory…