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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.

Cybersecurity Due Diligence for Technology Company Acquisitions

Cybersecurity due diligence decides whether a technology acquisition is buying a product or buying a breach. A target can show impressive engineering, growing recurring revenue and a clean profit and loss account while carrying unpatched infrastructure, shared administrator credentials, undisclosed incidents and customer contracts promising security standards it does not meet. This guide sets out…

Environmental Due Diligence for Manufacturing Acquisitions

Vietnam environmental due diligence matters because environmental liabilities can turn a promising manufacturing acquisition into a costly remediation project. A Vietnamese factory may hold operating permits yet still face legacy contamination, incomplete monitoring, waste-management failures or capital expenditure required to meet current standards. This guide explains how buyers should investigate environmental risks in a manufacturing…

Personal Data Protection Due Diligence in Vietnam M&A

Vietnam data protection due diligence matters because personal data can be both a valuable acquisition asset and a major source of liability. A Vietnamese target may hold customer, employee, vendor and behavioural data without a complete legal basis, accurate inventory or effective security controls. This guide explains how buyers should review personal data protection in…

Anti-Bribery and Conflict-of-Interest Due Diligence

Vietnam anti-bribery due diligence addresses how bribery and undisclosed conflicts of interest can create criminal, administrative, contractual and reputational exposure in a Vietnam acquisition. The absence of a reported investigation does not establish that a target’s sales, licensing, procurement or government interactions are clean. This guide explains how buyers should review anti-bribery controls, third parties…

Related-Party Transaction Risks in Vietnamese Target Companies

Vietnam related-party transaction diligence addresses how related-party transactions can distort profitability, move value outside a target and expose a buyer to tax, governance and minority-shareholder claims. In Vietnamese companies, commercial relationships with founders, family members, affiliates and shareholder-controlled suppliers are often embedded in daily operations but incompletely documented. This guide explains how buyers should identify,…

Litigation and Administrative Sanctions Due Diligence

Vietnam litigation due diligence addresses how litigation and administrative sanctions can expose a buyer to financial loss, licence disruption and reputational damage after acquiring a Vietnamese company. Formal court cases are only part of the picture. Complaints, inspections, penalty decisions, threatened claims and unresolved authority correspondence may be equally important. This guide explains how buyers…

Land and Real Estate Due Diligence for Corporate Acquisitions

Vietnam land due diligence can determine whether a Vietnam corporate acquisition succeeds. A target may own valuable facilities yet lack a complete land dossier, use property outside the approved purpose, depend on a founder’s lease, or face restrictions that prevent the buyer’s intended expansion. This guide explains how buyers should review land use rights, buildings,…

Intellectual Property and Software Due Diligence in Vietnam

Vietnam IP due diligence is critical whenever intellectual property and software represent most of the value in a technology, digital services or consumer-brand acquisition. Yet ownership is often less certain than the target’s presentations suggest. Code may have been written by contractors, trademarks may sit with founders, licences may prohibit a change of control, and…

Employment and Social Insurance Due Diligence in Vietnam M&A

Vietnam employment due diligence is essential whenever a buyer acquires shares in an operating company, because employment and social insurance liabilities can materially change the economics of a Vietnam acquisition. A target may appear profitable while carrying unpaid insurance contributions, undocumented overtime, invalid labour arrangements or termination exposure that will remain with the company after…

Vietnam Tax Due Diligence: Unreported Liabilities and Audit Exposure

Vietnam tax due diligence is essential whenever a buyer acquires shares in an operating company. Historical tax liabilities remain inside the target after closing, and an assessment may arise years after the transaction. A clean set of management accounts does not prove that all taxes were correctly declared, paid or supported by valid documentation. This…

Due Diligence of Business Licences and Regulatory Conditions

Business licence due diligence tests something a share purchase agreement cannot fix after the fact: whether the target is legally entitled to carry on the business the buyer is paying for. A clean set of financial statements says nothing about whether the underlying revenue was earned under a valid, current and correctly scoped licence. This…

Change-of-Control Clauses in Vietnamese Commercial Contracts

Change-of-control clauses buried in a target ordinary course contracts can do more damage to a deal than any warranty breach, because they can hand the counterparty a right to terminate, accelerate or renegotiate the moment shares change hands, regardless of how well the underlying business performs. This guide sets out how buyers in a Vietnam…

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