- HM&P: Vietnam International Law Firm
- HM&P: Vietnam International Law Firm
- 02873080839
- https://hmplaw.vn/
Corporate and M&A
In the field of mergers and acquisitions (M&A), disputes related to share/stake transfer contracts are not uncommon, especially when issues arise of misinformation or breach of contract. The case between AEON Financial Service (AEON Financial) and Southeast Asia Commercial Joint Stock Bank (SeABank) related to the acquisition of Post and Telecommunications Finance Company (PTF) worth VND 4,300 billion is a typical example of these disputes. So what is the basis for AEON Financial to cancel this transaction with SeaBank?
Restructuring can take many forms, from financial restructuring (debt restructuring), capital restructuring (conversion of shareholders, issuance of new shares), ownership restructuring (merger, separation), to restructuring of management or production and business activities. This is a complex process that requires a deep understanding of business strategy, finance, governance, legal, and even the market.
In the process of operation, many businesses in Vietnam have to carry out reorganization measures to adapt to the market, overcome crises or improve management efficiency. Two concepts that are commonly used in these situations are "internal restructuring" and "corporate restructuring." However, in practice, there are many cases where these two terms are used interchangeably, leading to confusion in strategic planning, legal implementation and resource allocation. This article aims to provide a clear and systematic analysis so that businesses, investors and legal practitioners can properly understand and effectively apply the above two concepts.
In the context of an increasingly developing economy, Vietnamese businesses are constantly expanding their scale and scope of operations. In order to maintain transparency, legality and efficiency in the decision-making process, joint stock companies need to strictly comply with legal regulations, especially the Law on Enterprises 2020. One of the important mechanisms to ensure shareholders' right to participate in governance without holding a face-to-face meeting is to collect shareholders' opinions in writing, specified in Article 149 of the Law on Enterprises 2020. This form allows the Board of Directors (BOD) to approve decisions under the jurisdiction of the General Meeting of Shareholders (AGM) flexibly, saving time and costs.
In mergers and acquisitions (M&A), especially high-value or strategic ones, ensuring the deal is not unexpectedly broken, not falling into an "auction trap" or not being unnecessarily prolonged, is a top priority for the buyer. In order to protect the interests invested throughout the negotiation process, the buyer usually requires the seller to agree to certain Deal Protection Provisions ("DPPs").
In Vietnam, secondment services are gradually becoming an effective solution for businesses that need in-depth legal support but do not want to invest in the internal legal department for a long time. With the participation of domestic law firms and international law firms, secondment services promise to play an important role in meeting the increasingly diverse legal needs of the market.
Resolution No. 68-NQ/TW dated May 4, 2025 of the Politburo has affirmed the role of the private economy as the most important driving force in Vietnam's socio-economic development. With a contribution of about 50% of GDP, more than 30% of total state budget revenue and employing 82% of the total number of workers, the private economy is not only an economic component but also a pioneering force to promote growth, innovation and improve national competitiveness. However, in order for the private economy to truly become a strategic spearhead, it is necessary to have a synchronous, transparent and effective legal framework. In this article, we will give some insights from a legal perspective on why the Communist Party of Vietnam chooses private economic development as the spearhead in the coming time, especially the Party's emphasis on the role of legal reform, protecting business interests and promoting a sustainable business environment.
In the context that Vietnam is preparing and implementing many major changes in administrative boundaries in 2025, businesses may face many new challenges. These changes of the State are aimed at streamlining the administrative apparatus, improving management efficiency and promoting the development of Vietnam's economy more and more strongly. The change in administrative boundaries not only poses challenges in corporate governance strategies to adapt to the new situation but also brings opportunities for businesses. This article will analyze the main impacts of changing administrative boundaries and propose specific solutions for businesses to effectively adapt to these changes in the coming time.
On April 17, 2025, the National Competition Commission (VCC) issued Decision No. 55/QD-CT, approving the exemption from the prohibited competition restriction agreement between Vietnam Airlines and China Southern Airlines ("Decision 55"). The agreement between the parties relates to the coordination of pricing, market segmentation and provision of passenger transportation services on six international routes, which are within the scope of prohibited acts under the 2018 Competition Law. This exemption decision not only marks a step forward in the enforcement of competition law in Vietnam but also raises questions about how the National Commission balances protecting competition and promoting economic interests. In this article, we will analyze in detail the decision of the National Competition Commission from the perspective of Vietnam's current competition law.
Establishing a grassroots trade union is an essential step for enterprises to form a legally recognized channel representing employees, thereby fostering harmonious and stable labor relations. This article provides a comprehensive and practical guide on the procedures for organizing the union founding congress, preparing necessary documentation, and submitting a request for official recognition from the higher-level trade union.
Many businesses, especially small and medium-sized companies, are still hesitant or hesitant to establish grassroots trade unions, due to concerns about operating costs, interference in business operations, or simply not understanding the long-term benefits that this organization brings. The following article will comprehensively analyze the reasons why the early establishment of a grassroots trade union is not only a legal requirement, but also a wise human resource management strategy and the foundation for the sustainable development of the business.
From July 1, 2025, agencies and organizations will only use electronic identification accounts issued by the Ministry of Public Security to log in and carry out administrative procedures on the Public Service Portal. According to the provisions of Clause 4, Article 40 of Decree 69/2024/ND-CP, accounts currently created by the National Public Service Portal or the information system for handling administrative procedures are only valid until the end of June 30, 2025. In order to ensure that the access and implementation of administrative procedures are not interrupted, it is urgent for businesses at this time to register their electronic identification accounts to limit the interruption of access and implementation of administrative procedures on national public service websites.
-
-
.png)
+84 28 7308 0839.png)
hmplaw.vn
