Consolidations and Demergers in Vietnam follow a distinct statutory procedure under the 2020 Enterprise Law, separate from ordinary M&A acquisitions. Unlike M&A in the sense of a share or asset purchase, mergers, consolidations and demergers are corporate reorganisation mechanisms under the Enterprise Law with legal consequences for obligation succession and creditor protection that differ significantly…
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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.
Capital Transfer Tax in Vietnam applies whenever shares or capital contributions change hands, whether the transferor is a resident company, an individual, or an offshore holding entity. This briefing reflects Vietnamese tax law as of August 2026. Because the legal framework for capital transfer tax underwent a comprehensive overhaul from late 2025, businesses should reconfirm…
Acquiring a Land-Rich Target in Vietnam raises a threshold question every buyer must answer early: structure the deal as a share purchase or an asset purchase? When a target company holds significant land use rights — a factory, an industrial park facility, a real estate project — the choice between a share deal and an…
Vietnam M&A Price Adjustment: Buyer and Seller Checklist Vietnam M&A Price Adjustment clauses should match the target company’s accounting systems, working-capital cycle and closing data. Vietnam M&A Price Adjustment drafting must define leakage, debt, cash and normalized working capital. A locked box Vietnam M&A structure can give price certainty, while completion accounts Vietnam may better…
Splitting signing and completion in a Vietnamese M&A transaction — typically mandatory where the deal requires competition or investment regulatory approval — creates a risk gap that a buyer needs to control carefully through conditions precedent and MAC clauses. This briefing, prepared by IVLF Advisors’ M&A advisory team, analyses how to design conditions precedent, MAC…
Negotiating SPA Warranties Indemnities is where most of the real risk allocation in a Vietnamese share purchase agreement actually happens, well beyond the headline price. The representations and warranties package in a Vietnamese share purchase agreement is typically drafted off an Anglo-American template, but transplanting that template wholesale without localisation can create a wide gap…
Legal Due Diligence in Vietnam requires a structured, locally adapted checklist rather than an imported template, since the recurring findings below reflect issues specific to Vietnamese corporate and land law practice. Legal due diligence in Vietnam is the step that most determines the price and structure of a Vietnamese M&A transaction, yet many buyers still…
Alongside offshore bond issuance, syndicated offshore lending remains a key channel for medium- and long-term financing for Vietnamese corporates, particularly for projects requiring phased drawdowns. The legal framework governing offshore borrowing has just been updated through Circular 80/2025/TT-NHNN, amending Circular 12/2022/TT-NHNN, with notable changes to registration-processing authority. This briefing, prepared by IVLF Advisors’ capital markets…
Vietnam’s International Financial Centre in HCMC and Da Nang is being built on a fast-evolving legal framework, and investors need to track each implementing decree as it lands to size up the tax and governance benefits on offer. This article is current as of 4 August 2026. Because several implementing decrees for the International Financial…
Disclosure and Corporate Governance for Vietnamese Public Companies has tightened considerably in recent years, and boards need a clear map of periodic filings, ad-hoc triggers and independence requirements to stay compliant. The legal framework for disclosure obligations of Vietnamese public companies continues to rest on the 2019 Securities Law and Decree 155/2020/NĐ-CP, but has been…