M&A approval is the single item that most often decides when a Vietnamese deal can close. It is not a general consent to the transaction but a specific decision by the provincial investment authority that a foreign investor may acquire the interest it has agreed to buy. Because the change of shareholder or member cannot…
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Legal & Investment Insights
Analysis and practical guidance from IVLF Advisors LLC on Vietnamese law, foreign direct investment, M&A, capital markets, tax, labor and dispute resolution — written for investors and business leaders operating in Vietnam.
Foreign ownership limits decide what a term sheet can promise, so they belong at the front of the process. A signed term sheet that contemplates a stake the law does not permit is not a negotiating position; it is a document that will have to be renegotiated once counsel reaches the market-access analysis. Checking foreign…
Foreign investor acquisitions in Vietnam succeed or fail on sequence. The legal steps are not difficult individually, but they have to happen in an order that matches how the authorities work: eligibility before price, diligence before signing, approval before registration, and registration before payment. A foreign investor that reverses any of those steps ends up…
Purchase price payment, ownership transfer and handover are three separate events, and a Vietnamese deal fails when they are treated as one. Money can move before title passes, title can pass before the register is updated, and the register can be updated before the buyer actually controls the company. The purpose of closing mechanics is…
Conditions precedent are the contractual expression of everything that cannot be fixed before signing. They exist because a Vietnamese transaction frequently needs a regulatory decision, a third-party consent or a corrective step that no amount of drafting can make instantaneous. Well-drafted conditions precedent give both parties a defined path to closing; badly drafted ones give…
Vietnam M&A transactions close on documents, not on intentions. The gap between an agreed deal and a completed one is filled with corporate resolutions, regulatory decisions, register entries and delivery of originals, and each of them has an owner and a date. This checklist sets out what has to exist at signing and what has…
Financial investors and founders fall out over predictable things, and almost all of them can be documented in advance. The disagreement is rarely about whether the company should succeed. It is about time horizon, control and information: founders build for the long term and want operational freedom, while financial investors answer to their own fund…
Exit provisions are the part of an investment agreement that is negotiated last and relied on most. An investor does not realise a return by holding shares; it realises one by selling them, and the route it can use is determined years earlier by the words in the shareholders’ agreement. Well-drafted exit provisions set out…
Exit rights are the reason a private equity investor can commit capital to a company it does not control. A fund has a finite life and must return money to its own investors, so the ability to realise the investment on a defined timetable is not a negotiating luxury; it is the condition on which…
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…
