In corporate legal consultancy activities, legal opinion/advisory memorandum is often considered as the "final product" showing the professional capacity of lawyers and law firms. It is not only a written response to a legal question, but also a basis for businesses to make decisions on management, investment, transaction or risk handling.
An effective legal advice opinion is not a "legal research paper".
However, in practice in Vietnam, many legal opinions still exist a paradox: the longer it is, the more regulatory citations, the more "in-depth" it is considered "in-depth", while the clients themselves, who have to use that document to make decisions, have difficulty understanding what is the core issue material risks and actual handling directions.
An effective legal advice opinion is not a "legal research paper". It should be a document that helps businesses answer the most important question: "So what should we do in the end?"
When legal opinions become a "collection of laws"
In many cases, businesses hire lawyers to handle a very specific issue such as: (1) Is the transaction allowed to be carried out or not? (2) Where is the biggest risk? (3) Which option should I choose? (4) How can the regulator view the problem? (4) If the dispute is disputed or inspected later, what is the ability to defend the current decision?
But instead of receiving a direct answer, businesses receive a document of tens of pages, listing a series of legal regulations, copying the content of a decree or circular, analyzing theoretically very deeply but lacking clear conclusions.
This leads to a fairly common practice that the executive board or board of directors has to "filter" the entire document themselves to try to understand which option the lawyer is leaning towards; what the real level of risk is; what are the issues that need to be prioritized for handling first; and if that option is applied, what is the possibility of being inspected, audited or disputed later.
In other words, legal opinions are sometimes written from the perspective of a legal researcher, not from the perspective of a business decision-maker.
Businesses do not need a "legal textbook"
In the modern business environment, business management often doesn't have the time to read a dozens of pages of legal analysis just to find a brief conclusion.
What businesses really need is a clear conclusion; rated risks; specific action plans; implementation time limit; and the ability to defend if there is a dispute or post-inspection.
A General Director, Chairman of the Board of Directors, Chief Financial Officer or even Chief Legal Officer usually wants to see from the beginning the document: (i) Is it done or not? (ii) If you do, what is the risk? (iii) Is there a safer way? (iii) In what direction is the management agency/dispute settlement agency capable of viewing? (iv) Which option does the lawyer recommend and why?
This is also the reason why at many large international law firms, the legal opinion usually starts with an "Executive Summary" or "Key Conclusions" section of only about 2-3 pages, in which the lawyer briefly presents the main legal issues, key conclusions, etc the level of risk, and the recommended option.
Along with this summary is the detailed analysis that follows only in support of the stated conclusions.
A good legal opinion must help businesses make decisions
The essence of corporate legal opinion is not just about explaining the law. More importantly, it is the activity of supporting businesses to make decisions in conditions of legal risks.
Therefore, an effective legal opinion needs to address three groups of issues simultaneously.
Firstly, the business "can be done or not?"
This is the most basic layer of legal analysis such as whether the transaction is legal or not; whether permits or approvals are required; whether there are restrictions on investment, competition, foreign exchange, and management of state capital; What is the legal process to be carried out.
It can be said that this is the part that many legal opinions of lawyers/law firms in Vietnam today do quite well.
Secondly, "if you do, what is the biggest risk?"
This is the important but often missing part.
In fact, many transactions are not necessarily "illegal", but they can still arise disputes, inspections, audits, or regulatory liability risks. For example, a transfer of capital may be legal, but is deemed to be inappropriate; a labor handling plan may be in accordance with the law, but lack of documentary proof; A data processing activity may have a legal basis, but does not meet the regulator's expectations for transparency and accountability.
Therefore, the legal opinion cannot stop at "reading the law". Lawyers need to evaluate: (1) how the regulator can approach the issue; (ii) where are the points that are vulnerable to inspection or auditing; (iii) What documents/evidence do businesses need to prepare to protect themselves?
Thirdly, "which option is the most commercially viable?"
This is the big difference between a "legal memo" and a "strategic legal advisory".
Businesses not only need to know what's legal, but they also need to know what's feasible and what's effective. In addition, businesses also want to know whether the transaction is in line with the market reality and whether there are any plans or solutions to help limit the risk of failing the transaction.
Therefore, in any transaction, a lawyer as a person who tries to support safe and smooth transactions must help businesses best answer these questions with clear and convincing evidence.
Many risks do not arise at the time of the transaction, but appear many years later.
Legal opinions can be applied effectively in practice
Another weakness of many of today's legal opinions is the lack of action-oriented – that is, the lack of ability to translate legal regulations into concrete action plans.
Many documents analyze the regulations very carefully but do not indicate what businesses need to do first; which dossiers need to be prepared; what is the implementation time; which agency to work with; who is responsible; or the order of implementation.
Meanwhile, for businesses, the real value of legal opinion lies in its ability to be implemented in practice. Therefore, regardless of the short length, an effective advice letter should have an implementation plan, a list of documents, and what are the notes.
In addition, in the current context of corporate governance, many risks do not arise at the time of the transaction, but appear many years later.
Therefore, a legal opinion from a law firm should not only answer: "how the transaction is carried out", but also "how can the business defend this decision in the future".
This is a perspective that many large businesses today are particularly interested in.
A good legal opinion should be easy to read
A common paradox is that the longer the legal opinions, the more difficult it is to use.
Meanwhile, the important skill of a corporate lawyer is not to "write a lot", but to: know what to keep; what needs to be omitted; and what to emphasize. Because in a corporate environment, the ability to communicate clearly is sometimes just as important as legal knowledge.
Legal opinions are one of the most important products of corporate law practice. However, the value of advice letters does not lie in the number of laws cited, but in their ability to help businesses understand the problem, identify risks, make decisions, and protect themselves in the future.
In the context of an increasingly complex legal and governance environment, businesses do not need a "legal textbook". What they need is a document that helps them make accurate, efficient, and safe business decisions.
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