Legal & Investment Insights

De minimis, basket, threshold and cap provisions are the financial architecture of a warranty package. Individually they look like boilerplate; together they decide how much of the risk found in due diligence actually sits with the seller after completion, and how much quietly returns to the buyer. The four limits work in sequence. A de…

Indemnification clauses decide who carries the financial consequences of identified risks once an acquisition has closed. They are the buyer’s answer to everything due diligence found but could not remove: a pending tax audit, an under-declared payroll, an unregistered lease, contaminated land, or litigation the seller has not settled. They are also the part of…

Representations and warranties are a core part of risk allocation in a Vietnam M&A transaction. They establish the factual and legal assumptions on which the buyer agrees to acquire the target. If those statements prove inaccurate, the acquisition agreement should define the buyer’s remedies, the seller’s liability and the procedure for bringing a claim. Table…

Share purchase agreement drafting is where a Vietnamese deal is either protected or exposed. The document has to do more than record a price: it identifies exactly what is being sold, allocates the risks diligence found, sets the conditions that must be met before completion, and provides a route to recovery if the business is…

Deadlock in an M&A negotiation rarely means the deal is dead. It usually means the parties have stopped exchanging information and started defending positions, often on price, liability allocation, conditions or the treatment of a risk that diligence has just exposed. Breaking an impasse is a structured exercise rather than a matter of persistence. Diagnose…

Purchase price renegotiation is one of the hardest conversations in a transaction, because it arrives after both sides have committed time, money and internal credibility. A target that misses its numbers between the initial offer and signing, or between signing and closing, forces the buyer to decide whether the shortfall is temporary noise or a…

Due diligence findings are only useful if they change something. A report that lists risks without translating them into price, protection or process has cost the buyer money and told it nothing it can act on. The discipline is to convert each finding into one of three outcomes: a change to the offer, a contractual…

Break fees and deposits give an acquisition process discipline: they signal that a bidder is serious, compensate a seller for taking its business off the market, and put a price on walking away. Badly drafted, they do the opposite and become the first thing the parties litigate about. In Vietnam the drafting has to engage…

Confidentiality agreements are the first document signed in almost every Vietnamese transaction and the one most often treated as a formality. They govern what a bidder may see, who inside its organisation may see it, what it may do with the information afterwards, and what happens if the deal does not proceed. The stakes are…

Exclusivity is the price a seller pays for a buyer’s commitment. Granting it takes the business off the market while diligence and documentation are done, which is reasonable where the buyer is genuinely progressing and expensive where it is not. The drafting problem is that most clauses are written as a single prohibition with a…

Term sheet negotiation decides the shape of a Vietnamese transaction long before the lawyers draft anything. Almost everything that later becomes contentious – what is being bought, how the price is calculated, who carries which risk, and how long the buyer has exclusivity – is either settled or left dangerously vague at this stage. The…

Due diligence is only worth its cost when every material finding is converted into a price adjustment, a condition precedent, a covenant or an indemnity. In Vietnam M&A, buyers frequently complete a thorough legal, tax and financial review and then sign a share purchase agreement whose protections bear little relationship to what that review actually…