Legal & Investment Insights

Verifying ownership and transferability of a target key assets is essential before signing, because a strong balance sheet is worth little if the assets generating that value are not legally owned by the company, or cannot be transferred, encumbered or continued in use once control of the company changes hands. This guide sets out a…

Hidden debt and off-balance-sheet liabilities can materially increase the effective purchase price of a Vietnam acquisition. Buyers must reconcile legal documents, accounting records, bank evidence, tax filings and operational commitments rather than relying only on the balance sheet. This guide explains where concealed or unrecorded obligations commonly arise and how a buyer can detect, quantify…

Some legal red flags in a Vietnam acquisition can be priced, insured or corrected. Others undermine ownership, operating authority or the buyer’s ability to complete the transaction. Recognising the difference early prevents a buyer from spending time and capital on a structure that cannot deliver the expected business. This guide identifies legal issues that may…

A well-organised virtual data room for a Vietnam M&A deal can shorten due diligence, reduce repeated questions and give buyers greater confidence in the target’s governance. A poor data room creates the opposite result: delays, inconsistent answers, overlooked risks and unnecessary negotiation. This practical guide explains how sellers, buyers and transaction teams can structure, populate…

Choosing between full-scope and red-flag due diligence in Vietnam affects cost, timing, reporting detail and the level of risk a buyer accepts. Neither approach is automatically better. The right choice depends on the transaction structure, target profile, information quality, investment thesis and decisions the report must support. This guide compares both approaches and explains how…

Scoping due diligence for a Vietnam acquisition determines where advisers spend time, which risks reach decision-makers and how quickly the buyer can move from indicative terms to signing. A scope that is too broad wastes budget; one that is too narrow can miss the issue that changes value, timing or deal viability. This guide provides…

A well-built Vietnam M&A due diligence checklist should help a buyer decide whether to proceed, renegotiate, restructure or stop a transaction. A useful review does more than collect documents: it tests ownership, authority, licences, assets, contracts, employment, tax, disputes and compliance against the buyer’s investment thesis. This Vietnam M&A due diligence checklist explains the principal…

A legal, tax and financial deal structure diagram gives every transaction workstream one shared view of an acquisition. Buyers, sellers, investors and advisers can use it to test whether the proposed Vietnam M&A structure is legally executable, tax-efficient and financially fundable before drafting becomes too advanced. The diagram should identify every entity, ownership percentage, payment…

Cross-border payments into Vietnam are the final, often underestimated step of a completed deal: structuring cross-border payments into Vietnam correctly is what actually moves the purchase price. Purchase price payments into Vietnam fail far more often on process than on price. The parties agree a number, then discover that the money cannot lawfully move: the…

Tax indemnities in Vietnam share purchase agreements protect a buyer when the acquired company later pays tax attributable to periods, transactions, or actions before closing. Because the target remains the taxpayer after a share transfer, the buyer needs a direct contractual route to recover historical tax losses from sellers. How tax indemnities in Vietnam share…

Allocating pre-closing tax liabilities between buyer and seller is central to a Vietnam M&A transaction. Tax relating to periods before closing may be assessed years later, after the buyer controls the target and must respond to the tax authority. Without precise contractual protection, economic responsibility may not match legal payment responsibility. A well-drafted tax indemnity…

Purchase price allocation in Vietnam M&A transactions assigns deal value among shares, tangible assets, identifiable intangible assets, liabilities, and goodwill. The allocation can affect financial reporting, depreciation or amortization, tax analysis, transfer documentation, and post-closing performance measurement. Getting purchase price allocation in Vietnam right affects reported goodwill, future amortization, and how much scrutiny the deal…