Corporate and M&A

Corporate and M&A
Procedures for terminating an investment project during enterprise dissolution

Procedures for terminating an investment project during enterprise dissolution

To complete the enterprise dissolution process, the company is required by law to carry out procedures for terminating all investment projects it is currently implementing. There are various methods to terminate an investment project during dissolution; however, within the scope of this article, we will address matters relating to the option of terminating an investment project through the investor’s voluntary termination.
The role of Escrow agreement regulation in M&A transactions

The role of Escrow agreement regulation in M&A transactions

In mergers and acquisitions (M&A) transactions, escrow agreements are an important tool to manage financial risks, ensure transparency and protect the interests of the parties involved. Escrow agreements establish a neutral mechanism in which a third party (usually a bank or law firm) holds and manages a sum of money or assets until specific conditions are met.
Legal guidance: Enterprise dissolution in Vietnam

Legal guidance: Enterprise dissolution in Vietnam

In the context of the constantly fluctuating investment environment and the business strategy of the enterprise is constantly adjusted to adapt to reality, terminating business activities - although not a desirable option - can still become a necessary decision for investors. In fact, the process of dissolving an enterprise not only requires thorough legal preparation but also requires business leaders to be fully aware of legal responsibilities, financial obligations and related administrative procedures
Reverse mergers – A unique mechanism in M&A transactions

Reverse mergers – A unique mechanism in M&A transactions

A reverse merger is a form of merger and acquisition (M&A) in which a private company or subsidiary of a group of parent and subsidiary companies (consisting of multiple companies) merges into a target company (usually a publicly listed company), and the target company becomes a surviving corporation after the merger. This mechanism allows the buyer to gain control of the target company without issuing new shares to the public, while ensuring that the legal structure and operations of the target company are maintained after the merger.
Important changes in the Draft Amendment to Decree 09/2018/ND-CP

Important changes in the Draft Amendment to Decree 09/2018/ND-CP

The Draft Amendment to Decree 09/2018/ND-CP proposed by the Ministry of Industry and Trade aims to update and complete regulations related to the purchase and sale of goods and activities directly related to the purchase and sale of goods of foreign service providers and foreign-invested economic organizations (FDI) in Vietnam (the "Draft Amendments"). The article analyzes in detail the main changes in the Draft Amendment to Decree 09/2018/ND-CP, focusing on legal aspects, administrative procedures, management decentralization, and requirements in line with international commitments.
The role of Payoff Letters in M&A transactions

The role of Payoff Letters in M&A transactions

In mergers and acquisitions (M&A) transactions, ensuring transparency and managing financial risk are key factors to ensure success. One of the key tools to achieve this goal is the Payoff Letter. This is a document provided by the creditors of the target company, confirming the remaining amount of debt, the terms of payment, and a commitment to release the financial obligations after the debt is paid in full. The debt confirmation letter serves as a protection mechanism for the buyer, helping to ensure that the target company does not leave behind unexpected financial liabilities after the transaction is completed.
Responsibilities of enterprises in complying with the law on protection of consumer rights

Responsibilities of enterprises in complying with the law on protection of consumer rights

In the context of economic integration and the strong development of e-commerce, the protection of consumer rights is becoming increasingly important. In Vietnam, the Law on Protection of Consumer Rights 2023 (Law on Environmental Protection) and Decree No. 55/2024/ND-CP dated May 16, 2024, issued by the Government, set out specific regulations and requirements that businesses must strictly comply with to ensure the rights of consumers. This article will analyze in detail the responsibilities of businesses in accordance with the law, and emphasize the importance of complying with these regulations in building credibility and sustainable development.
The reasons for the Ministry of Industry and Trade to propose amendments to Decree 09/2018/ND-CP

The reasons for the Ministry of Industry and Trade to propose amendments to Decree 09/2018/ND-CP

Decree 09/2018/ND-CP, promulgated on 15/01/2018, is a document detailing the Commercial Law and the Law on Foreign Trade Management on goods purchase and sale activities and activities directly related to the purchase and sale of goods by foreign service providers and foreign-invested economic organizations (FDI) in Vietnam ("Decree 09/2018/ND-CP”). However, after more than seven years of implementation, the Ministry of Industry and Trade has noticed many inadequacies and limitations in the application of this decree, leading to the need to amend it to suit the new socio-economic context, international commitments, and administrative reform requirements. This article will analyze the main reasons why the Ministry of Industry and Trade proposed to amend Decree 09/2018/ND-CP this time.
The outstanding foundation that enables Singapore to successfully build an international financial center

The outstanding foundation that enables Singapore to successfully build an international financial center

In the context of fierce global competition, Singapore has risen to become one of the world's leading international financial centers, on par with New York, London and Hong Kong. According to the Global Financial Centres Index (GFCI) 34 in September 2023, Singapore ranks 3rd globally, leading Asia, surpassing Hong Kong thanks to its outstanding infrastructure, stable policy environment, and strong innovation ecosystem . This success is not a coincidence but the result of a series of fundamental factors: a transparent legal environment, preferential tax policies, advanced financial-technological infrastructure, high-quality human resources, political stability, and the ability to quickly adapt to new trends such as fintech and green finance. This article will analyze the key factors that make up Singapore's position, and compare it with other major financial centres to clarify its competitive advantages and key differences.
Things businesses need to note when complying with regulations on beneficial owners under the amended and supplemented Law on Enterprises

Things businesses need to note when complying with regulations on beneficial owners under the amended and supplemented Law on Enterprises

The amended and supplemented Law on Enterprises 2025, approved by the 15th National Assembly on June 17, 2025, has introduced many new regulations related to the identification, declaration, notification and storage of information about the beneficial owner of the enterprise. These regulations are intended to increase transparency in business operations, especially in identifying individuals or organizations that actually benefit from the business's operations. This article will analyze the points that businesses need to pay attention to to properly comply with the regulations on social security in accordance with the current enterprise law.
Why did Vietnam quickly include the regulation "Beneficial owners" in the Law on Enterprises 2020?

Why did Vietnam quickly include the regulation "Beneficial owners" in the Law on Enterprises 2020?

In the context of deepening international economic integration and the requirement of transparency in business activities becoming a global standard, Vietnam has included the regulation on "beneficial owners" in the Law on Enterprises 2020. This regulation not only reflects Vietnam's commitment to comply with international standards on anti-money laundering and prevention of terrorist financing, but also an important step towards improving the investment environment, improving the efficiency of financial management, and promoting transparent corporate governance.
The complexity of cross-dealing in M&A deals

The complexity of cross-dealing in M&A deals

As the global financial services industry undergoes drastic transformations, mergers and acquisitions (M&A) deals are becoming increasingly complex, with innovative transaction structures to optimize value for stakeholders. One of the prominent structures is cross-trading, in which parties simultaneously make the purchase and sale of assets or shares in order to achieve strategic objectives. The deal between Fidelity National Information Services, Inc. (FIS) and Global Payments Inc. is a good example of cross-trading, with a total transaction value of more than $37 billion . This transaction not only reshapes the business portfolios of the two giants in the payment processing industry, but also clearly illustrates the complexity and sophistication of the cross-transaction structure in M&A.