Capital Markets

In capital markets, timing is an asset. A favourable issuance window may remain open for only a few months, and a delay during the regulatory review process, an unaddressed listing requirement, or a corporate governance issue identified too late may cause a company to miss the market window at a cost that cannot be measured by legal fees alone.

HM&P advises listed companies and public companies, companies preparing for listing, securities companies, investment funds and financial institutions on capital raising transactions and activities in Vietnam’s securities market. We operate in a rapidly evolving market shaped by the market upgrade roadmap, new issuance and listing mechanisms, and increasingly stringent requirements for corporate governance and information disclosure, helping clients turn these changes into opportunities rather than risks.

Our Approach

For issuance and listing transactions, the most important work often takes place before the application is submitted. We begin by assessing the company’s readiness, including its ownership structure, capital increase history, related-party transactions, and issuance and listing conditions, in order to identify and address issues that could delay or prevent the transaction while there is still time to remedy them. On that basis, we develop the transaction structure and implementation roadmap in line with the regulatory authorities’ review practices, while coordinating closely with issuance advisers, auditors and other intermediaries to maintain the overall transaction timetable.

For listed companies, we provide ongoing advice on recurring obligations where complacency often presents the greatest risk: periodic and extraordinary information disclosure, transactions involving internal persons and related persons, matters falling within the authority of the General Meeting of Shareholders, and M&A transactions involving public companies, where rules on mandatory public tender offers and foreign ownership limits intersect with corporate and investment laws.

We also closely monitor the development of new market products, ranging from securities investment funds and products linked to real assets to green bonds and sustainable financing instruments, so that we can advise clients as soon as the legal framework creates opportunities, rather than after the market has already taken shape.

Scope of Services

• Preparation for becoming a public company, initial public offerings (IPOs) and listings, including mechanisms for simultaneous offering and listing;
• Public offerings of shares, private placements, rights offerings to existing shareholders and share swaps;
• Public and private offerings of corporate bonds, green bonds and other debt instruments;
• Capital raising and securities offerings involving foreign elements, including foreign ownership limits in the securities market;
• Capital restructuring, debt restructuring and capital increase or reduction arrangements for public companies;
• M&A transactions involving public companies, including mandatory public tender offers, large-scale share transactions, and consolidations and mergers of listed companies;
• Corporate governance, information disclosure obligations, related-party transactions and ongoing compliance by listed companies;
• Representation before the State Securities Commission of Vietnam, the Stock Exchanges and the Vietnam Securities Depository and Clearing Corporation;
• Establishment and operation of securities investment funds and asset management products;
• Prevention and management of risks and disputes arising from capital raising activities and securities transactions.