Capital Markets Advisory

Capital markets are where medium and long-term financial instruments (over 1 year) are traded. For businesses, this is not just a place to find money, but a lever to restructure the organization, elevate governance standards, and solidify brand position in the market.

At scale, the companionship of a sharp legal advisory firm like IVLF is indispensable to steer the corporate ship through the complex regulations of the State Securities Commission (SSC) and relevant management agencies.

Equity Capital Markets (ECM) advisory

• Private placement of shares: advising on conditions and procedures for offering shares to strategic investors, VC funds, or PE funds
• Public offering of shares: structuring the issuance, preparing the licensing application dossier for the SSC
• Drafting transaction documents: Term Sheets, NDAs, Share Purchase Agreements (SPAs), and Shareholders’ Agreements (SHAs)
• Ensuring control: designing issuance structures with voting preference shares or dividend preference shares, helping owners raise capital while maintaining executive control

Debt Capital Markets (DCM) advisory

• Evaluating issuance conditions: reviewing financial capacity, credit rating, and capital adequacy against Decree 153 and Decree 65 on private placement of corporate bonds
• Developing issuance plans: determining volume, term, interest rate, and covenant clauses to protect bondholders’ rights
• Perfecting legal procedures: drafting the Information Disclosure Document, Bondholders’ Representative Agreement, and Collateral Management Agreement; working with depository agents, underwriters, and state agencies

IPO & listing advisory

• Pre-IPO legal due diligence: comprehensive review, clean-up, and sanitization of all legal, financial, labor, contract, and asset records
• Corporate restructuring: rearranging the parent-subsidiary model, resolving cross-ownership issues, and building governance regulations up to public company standards
• Drafting the Prospectus: coordinating with auditors and securities companies for a transparent, honest and attractive document
• Legal representation: submitting the IPO application dossier and clarifying legal issues with the SSC and Stock Exchanges until shares are officially listed

As Vietnamese businesses increasingly access international capital markets, the Vietnamese legal aspects of overseas listings, cross-border offerings and dual-track structures have become significantly more sophisticated. IVLF advises issuers, founders, shareholders, investment banks and international counsel on the Vietnamese law dimension of these transactions, working alongside underwriters and depositary banks to ensure the Vietnamese-law analysis is fully integrated into the wider deal structure and timetable.

Overseas bond, share and instrument issuances

• Offshore issuances of bonds, convertible bonds and other debt instruments by Vietnamese issuers and their offshore holding vehicles.
• Offshore share issuances and private placements to international investors, including pre-IPO and growth-equity rounds.
• Structuring of other financial instruments used in cross-border capital raising, including warrants, hybrid securities and structured notes.
• Foreign exchange, capital account and outbound remittance analysis for proceeds and repatriation flows.

International IPOs, dual listings and overseas admissions

• Vietnamese-law advice on international IPOs and admissions to overseas exchanges, run alongside international listing counsel.
• Dual-listing and dual-track structures, including parallel domestic and offshore offerings.
• Pre-listing corporate reorganisations, offshore holding company structuring and foreign ownership analysis under Vietnamese law.

Depositary receipt programmes (DR / ADR)

• United States – sponsored and unsponsored American Depositary Receipt (ADR) programmes, including NYSE and Nasdaq admissions.
• Hong Kong – depositary receipt and dual-listing structures in connection with the Hong Kong Stock Exchange (HKEX).
• Dubai – depositary receipt and listing structures in connection with Nasdaq Dubai and the DIFC.
• Other jurisdictions – advice on depositary receipt and offshore listing structures in additional markets as client mandates require.

Scope of our involvement

• Pre-listing restructurings and offshore holding structures
• Vietnam legal due diligence for underwriters, depositary banks and investors
• Foreign ownership analysis and outbound investment approvals
• Foreign exchange and regulatory approvals
• Vietnamese-law legal opinions for offering documents
• Post-listing compliance and ongoing disclosure support

As cross-border listings continue to evolve, clients increasingly require advisers who understand both international market practice and Vietnam’s legal and regulatory framework. Our role is to bridge those two perspectives and support efficient execution across multiple jurisdictions.

The capital market operates on trust. Any concealment of information or legal loophole can cause a fundraising deal to collapse, even leading to criminal risks. A critical stage when appraising an IPO or bond dossier is reviewing compliance with tax obligations and asset legality – cross-checking finalization minutes and confirmations of no outstanding tax debts from local tax authorities. One unresolved social insurance debt, pending labor dispute, or advertising violation can cause the SSC to suspend the offering dossier immediately.

The IVLF legal team establishes a strict cross-check process, identifying potential issues early and proposing solutions before the dossier is submitted to authorities.

• Profound understanding of Securities and Enterprise Law, and of the SSC’s appraisal process
• Commercial-sense mindset that structures transactions to meet legal requirements while optimizing owners’ commercial interests
• Strong network with securities companies, international auditing firms (Big4), and depository banks

Frequently asked questions